SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
----------
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Name Of Subject Company (Issuer))
----------
KAGT HOLDINGS, INC.
KAGT ACQUISITION CORP.
KOHLBERG INVESTORS IV, L.P.
KOHLBERG TE INVESTORS IV, L.P.
KOHLBERG OFFSHORE INVESTORS IV, L.P.
KOHLBERG PARTNERS IV, L.P.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
037937208
(CUSIP Number of Class of Securities)
----------
Mr. Christopher Lacovara
KAGT Acquisition Corp.
c/o Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Telephone: (914) 241-7430
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
----------
COPIES TO:
Daniel S. Evans, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
CALCULATION OF FILING FEE
=============================================================================
Transaction Valuation* Amount Of Filing Fee**
-----------------------------------------------------------------------------
$8,559,980.25 $692.50
=============================================================================
* Estimated solely for purposes of calculating amount of filing fee in
accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The transaction value is based upon
10,070,565 shares of outstanding Common Stock, par value $.01 per share of
the Subject Company as of May 31, 2003 and the expected merger
consideration of $0.85 per share. Such outstanding shares assumes the
exercise of 923,000 options, all outstanding in-the-money options to
purchase shares of Common Stock of the Subject Company which are
exercisable in connection with the transaction.
** 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
[ ] Check the box if the filing relates 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] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [x]
=============================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KAGT Holdings, Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,081,145
EACH ---------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
---------------------------------
10. SHARED DISPOSITIVE POWER
6,081,145
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,081,145
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KAGT Acquisition Corp.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,081,145
EACH ----------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
----------------------------------
10. SHARED DISPOSITIVE POWER
6,081,145
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,081,145
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
This Final Amendment amends and supplements the Tender Offer Statement on
Schedule TO (as amended to date, the "Schedule TO") filed with the Securities
and Exchange Commission on June 20, 2003 by KAGT Holdings, Inc. ("Parent"), KAGT
Acquisition Corp. ("Purchaser"), Kohlberg Investors IV, L.P., Kohlberg TE
Investors IV, L.P., Kohlberg Offshore Investors IV, L.P. and Kohlberg Partners
IV, L.P., as amended on July 7, 2003, July 11, 2003, July 15, 2003, July 21,
2003, July 31, 2003, and August 4, 2003. The Schedule TO relates to the offer by
the Purchaser to purchase all of the outstanding shares of common stock, $0.01
par value per share (the "Shares"), of Applied Graphics Technologies, Inc., a
Delaware corporation (the "Company"), at a purchase price of $0.85 per Share,
net to the seller in cash, less any required withholding taxes and without
interest thereon, upon the terms and subject to the conditions set forth in the
related offer to purchase dated June 20, 2003 (as amended to date, the "Offer to
Purchase"), and in the related letter of transmittal. Capitalized terms used and
not otherwise defined herein have the meanings assigned thereto in the Schedule
TO.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8 is hereby amended and supplemented by adding thereto the following:
On August 7, 2003, the Purchaser was informed by the Depositary that
a total of 6,081,145 Shares, representing approximately 60% (including all
in-the-money options) of the outstanding Shares, had been validly tendered
pursuant to the Offer and not withdrawn. The Purchaser has accepted all of
these Shares for payment.
SIGNATURES
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.
KAGT HOLDINGS, INC.
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: President
KAGT ACQUISITION CORP.
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: President
KOHLBERG INVESTORS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: Authorized Member Manager
KOHLBERG TE INVESTORS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: Authorized Member Manager
KOHLBERG OFFSHORE INVESTORS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: Authorized Member Manager
KOHLBERG PARTNERS IV, L.P.
By: Kohlberg Management IV, L.L.C.,
its general partner
By: /s/ Christopher Lacovara
------------------------------------
Name: Christopher Lacovara
Title: Authorized Member Manager
Dated: August 8, 2003
INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT
-------------- --------
*(a)(1) Offer to Purchase dated June 20, 2003.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
*(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
*(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
*(a)(7) Press Release issued by the Company on June 13, 2003
(incorporated by reference to the Schedule TO-C filed by
Parent and the Purchaser with the Securities and Exchange
Commission on June 13, 2003).
*(a)(8) Summary Advertisement published in New York Times on
June 20, 2003.
*(a)(9) Press Release issued by the Company on July 14, 2003.
*(a)(10) Press Release issued by the Purchaser on July 21, 2003.
*(a)(11) Press Release issued by the Purchaser on July 31, 2003.
*(a)(12) Press Release issued by the Purchaser on August 4, 2003.
*(b)(1) Commitment Letter, dated May 20, 2003 among Foothill
Capital Corporation, Silver Point Capital, L.P. and
Kohlberg Management IV, L.L.C.
*(b)(2) Equity Commitment Letter, dated May 8, 2003, from
Kohlberg Management IV, L.L.C. to the Company.
*(d)(1) Agreement and Plan of Merger dated as of June 12, 2003
among Parent, the Purchaser and the Company.
*(d)(2) Lock-up Agreement dated as of June 12, 2003 by and among the
Company, Parent, Fleet National Bank, as Administrative
Agent (the "Agent") and the lenders (the "Lenders") party to
the Second Amended and Restated Credit Agreement dated as of
April 15, 2003, by and among the Company, as borrower, the
Agent and the Lenders.
*(d)(3) Form of Subordinated Notes Undertaking, dated as of
April 29 and May 7, 2003, among the Company and each of
Ionian Nominees Limited, Securities Management Trust,
Vasiliou & Co. Inc., Credit Suisse First Boston Equities
Nominees Limited, Merrill Lynch, Maldon Electric
Securities Limited, EAP Securities Limited and New
Centurion Trust Limited.
*(d)(4) Form of Preference Shares Undertaking, dated as of June 12,
2003, among the Company, Wace Group Limited and each of
Aberdeen Asset Managers Ltd, New Star Asset Management
Limited and INVESCO Asset Management Limited.
*(d)(5) Preference Shares Undertaking, dated as of June 12, 2003,
among the Company, Wace Group Limited and Applied
Graphics Technologies (UK) Limited.
*(d)(6) Confidentiality Agreement dated March 20, 2003 between the
Company and Kohlberg Management IV, L.L.C.
*(d)(7) Tender Agreement dated June 12, 2003 among Parent, the
Purchaser and Applied Printing Technologies, L.P.
*(d)(8) Form of Tender Agreement dated June 12, 2003 among Parent,
the Purchaser and each of the Lenders.
*(d)(9) Form of Tender Agreement dated June 12, 2003 among Parent,
the Purchaser and each of Fred Drasner, Martin Krall, Joseph
Vecchiolla, David Parker and Marne Obernauer, Jr.
*(d)(10) First Amendment to Agreement and Plan of Merger dated as of
July 31, 2003 among Parent, the Purchaser and the Company.
(g) None.
(h) None.
*Previously Filed
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or
accuracy of the information concerning the other persons making the
filing, unless such person knows or has reason to believe that such
information is inaccurate.
Dated: August 8, 2003
KAGT HOLDINGS, INC.
KAGT ACQUISITION CORP.
By: /s/ Christopher Lacovara
-------------------------
Name: Christopher Lacovara
Title: President