SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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PEAK INTERNATIONAL LIMITED
(Exact name of Registrant as specified in its charter)
Trust Enhanced Dividend Securities ("TrENDS")
of Peak TrENDS Trust
(exchangeable for shares of common stock of
Peak International Limited)
(Title of Class of Securities)
70468N107
(CUSIP Number of Class of Securities)
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Jack Menache, Esq.
General Counsel
Peak International Limited
44091 Nobel Drive, P.O. Box 1767
Fremont, CA 94538
(510) 449-0100
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
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Copy to:
Michael J. Nooney, Esq.
Simpson Thacher & Bartlett
3330 Hillview Avenue
Palo Alto, CA 94304
(650) 251-5000
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Transaction valuation* Amount of Filing Fee**
$11,700,000 $2,340
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 1,800,000 TrENDS at the maximum price of $6.50 for each of the
TrENDS.
** Amount previously paid.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ____________ Form or Registration No.: ____________
Filing Party: ______________________ Date Filed: __________________________
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] issuer tender offer subject to Rule 13e-4. [_] third-party tender offer
subject to Rule 14d-1.
[_] amendment to Schedule 13D under Rule 13d-2 [_] going-private transaction
subject to Rule 13e-3.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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This Amendment No. 2 amends the Tender Offer Statement on Schedule TO of
Peak International Limited, filed with the Securities and Exchange Commission on
April 13, 2001 and amended by Amendment No. 1, dated April 20, 2001 (the
"Schedule TO"), relating to the tender offer for up to 1,800,000 Trust Enhanced
Dividend Securities ("TrENDS") of Peak TrENDS Trust, as follows:
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following language:
On May 11, 2001, the Company issued a press release announcing the
preliminary results of the tender offer, a copy of which is filed as Exhibit
99.a(5)(ii) to this Amendment No. 2 to the Schedule TO and is incorporated
herein by reference.
Item 12. Exhibits.
Item 12 is supplemented by adding Exhibit 99.a(5)(ii).
99.a(5)(ii) Press Release dated May 11, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Calvin Reed
______________________________
Calvin Reed
President and Chief Executive
Officer
Date: May 14, 2001
EXHIBIT INDEX
99.a(1)(i) Offer to Purchase, dated April 13, 2001*
99.a(1)(ii) Letter of Transmittal*
99.a(1)(iii) Notice of Guaranteed Delivery*
99.a(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
99.a(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees*
99.a(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9*
99.a(1)(vii) Letter to Peak TrENDS holders from Calvin Reed, President and
Chief Executive Officer of the Company, dated April 13, 2001*
99.a(5)(i) Press Release issued by the Company on April 13, 2001*
99.a(5)(ii) Press Release issued by the Company on May 11, 2001.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
__________________________
* Previously filed with the Schedule TO.