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Lindal Cedar Homes Inc/DE, et al. – ‘SC TO-I/A’ on 1/29/01 re: Lindal Cedar Homes Inc/DE, et al.

On:  Monday, 1/29/01, at 2:00pm ET   ·   Accession #:  891020-1-137   ·   File #s:  5-31698 (SC 13E3/A), 5-31698

Previous ‘SC 13E3’:  ‘SC 13E3/A’ on 1/23/01   ·   Latest ‘SC 13E3’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/29/01  Lindal Cedar Homes Inc/DE         SC TO-I/A              2:18K  Lindal Cedar Homes Inc/DE         Bowne - Seattle/FA
          Lindal Cedar Homes Inc/DE                                       Lindal Cedar Homes Inc/DE
          Douglas F. Lindal
          Lindal Cedar Homes Inc/DE
          Martin J. Lindal
          Robert W. Lindal
          Sir Walter Lindal

Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment No 5 to Form to                              9     38K 
 2: EX-99.(A)(14)  Text of Press Release Dated January 29, 2001        1      7K

SC TO-I/A   —   Amendment No 5 to Form to
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 8. Interest in the Securities of the Subject Company
"Item 10. Financial Information
"Item 11. Additional Information
"Item 12. Exhibits 
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO/A (RULE 14D-100)
 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

 AMENDMENT NO. 5

LINDAL CEDAR HOMES, INC.
(Name of Subject Company (Issuer))

ROBERT W. LINDAL
 SIR WALTER LINDAL
MARTIN J. LINDAL
DOUGLAS F. LINDAL.
(Names of Filing Persons (Offerors))

 COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

 535130108
 (CUSIP Number of Class of Securities)

DENNIS GREGG
 CHIEF FINANCIAL OFFICER
4300 SOUTH 104TH PLACE SEATTLE, WASHINGTON 98178
(206) 725-0900
 (Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Filing Persons)

COPY TO:
 MICHAEL STANSBURY
PERKINS COIE LLP
 1201 THIRD AVENUE, 48TH FLOOR
 SEATTLE, WA 98101
(206) 583-8888

JANUARY 29, 2001


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 CALCULATION OF FILING FEE

                                                                [Download Table]
                                                          
TRANSACTION VALUATION*                AMOUNT OF FILING FEE
$11,915,081                           $2,384              

       * For purposes of calculating the amount of filing fee only. The amount
assumes the purchase of 2,142,031 shares of common stock, par value $0.01 per   
share (the "Shares"), of Lindal Cedar Homes, Inc. (the "Company"), at a price   
per share of $4.55. Such number of shares represents all the Shares outstanding 
as of October 1, 2000 (other than 1,994,591 shares beneficially held by Robert  
W. Lindal, Sir Walter Lindal, Martin J. Lindal and Douglas F. Lindal) plus      
476,668 issuable upon the exercise of all options to purchase Shares.           

[X]     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.     

                                                                [Download Table]
                                                                    
Amount Previously Paid:  $2,384       Form or Registration No.:  SC 
                                      TO-I/A                        

Filing Party:  Lindal Cedar Homes,    Date Filed:  December 20, 2000
Inc.                                                                

[ ]     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:                                          

[ ] third-party tender offer subject to Rule 14d-1.             

[X] issuer tender-offer subject to Rule 13e-4.                  

[X] going private transaction subject to Rule 13e-3.            

[ ] 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]                                                

-2- 


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      This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO filed December 20, 2000 (the "Schedule TO") relating to the offer
by Lindal Cedar Homes, Inc., a Delaware Corporation, (the "Company"), Robert W. 
Lindal, Sir Walter Lindal, Martin J. Lindal and Douglas J. Lindal to purchase   
any and all outstanding shares of common stock, par value $0.01 per share (the  
"Shares"), of the Company at a purchase price of $4.55 per Share, net to the    
seller in cash, upon the terms and subject to the conditions set forth in the   
Offer to Purchase dated December 20, 2000, as amended (the "Offer to Purchase") 
and in the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements  
thereto, collectively constitute the "Offer"). The information set forth in the 
Offer to Purchase and the related Letter of Transmittal is incorporated herein  
by reference with respect to Items 1-9 and 13 of this Schedule TO, except as    
noted below.                                                                    

ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.                      

On January 29, 2001, the Company issued the press release, a copy of which is   
attached hereto as Exhibit (a)(14) and incorporated herein by reference.        

ITEM 10. FINANCIAL INFORMATION.                                                 

The information set forth under "The Tender Offer -- Certain Information        
Concerning the Company" of the Offer to Purchase is incorporated herein by      
reference. In addition, the Company's audited financial statements as of        
December 31, 1998 and December 31, 1999, are included in the Company's Annual   
Report on Form 10-K for the year ended December 31, 1999, which is incorporated 
herein by reference. Also, the Company's unaudited financial statements for the 
nine month periods ended October 3, 1999 and October 1, 2000, are included in   
the Company's Quarterly Report on Form 10-Q for the period ended October 1,     
2000, which is incorporated herein by reference.                                

ITEM 11. ADDITIONAL INFORMATION.                                                

On January 29, 2001, the Company issued a press release, a copy of which is     
attached hereto as Exhibit (a)(14) and incorporated herein by reference.        

ITEM 12. EXHIBITS.                                                              

                                                                [Download Table]

                                                                                
(a)(1)*        Offer to Purchase.                                               

(a)(2)*        Letter of Transmittal.                                           

(a)(3)*        Notice of Guaranteed Delivery.                                   

(a)(4)*        Letter to Brokers, Dealers, Banks, Trust Companies and Other     
               Nominees.                                                        

(a)(5)*        Letter to Clients for Use by Brokers, Dealers, Banks, Trust      
               Companies and Other Nominees.                                    

(a)(6)*        Letter to Shareholders from the Company.                         

(a)(7)*        Guidelines for Certification of Taxpayer Identification Number on
               Substitute Form W-9.                                             

-3- 


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                                                                [Download Table]

                                                                                
(a)(8)*        Text of Press Release dated December 14, 2000 issued by the      
               Company (incorporated by reference to the Company's Tender Offer 
               Statement on Schedule TO-C filed on December 14, 2000).          

(a)(9)*        Memo on tender offer to independent dealers of the Company's     
               homes (incorporated by reference to the Company's Memo on tender 
               offer to independent dealers of the Company's homes on Schedule  
               TO-C filed on December 15, 2000).                                

(a)(10)*       Memo on tender offer to employees of the Company (incorporated by
               reference to the Company's Memo on tender offer to employees of  
               the Company on Schedule TO-C filed on December 15, 2000).        

(a)(11)*       Letter to holders of employee stock options regarding option cash
               out (incorporated by reference to the Letter to holders of       
               employee stock options regarding option cash out on Schedule TO/A
               filed on January 5, 2001).                                       

(a)(12)*       Memo to holders of employee stock options describing option cash 
               out (incorporated by reference to the Memo to holders of employee
               stock options describing option cash out on Schedule TO/A filed  
               on January 5, 2001).                                             

(a)(13)*       Text of Press Release dated January 18, 2001 (incorporated by    
               reference to the Schedule TO-I/A filed on January 18, 2001).     

(a)(14)        Text of Press Release dated January 29, 2001.                    

(b)(1)*        Business Loan Agreement dated December 12, 2000 between Lindal   
               Cedar Homes, Inc. and KeyBank National Association.              

(b)(2)*        Promissory Note dated December 12, 2000 between Lindal Cedar     
               Homes, Inc. and KeyBank National Association.                    

(b)(3)*        Commercial Security Agreement dated December 12, 2000 between    
               Lindal Cedar Homes, Inc. and KeyBank National Association.       

(b)(4)*        Promissory Note dated December 11, 2000 between Lindal Cedar     
               Homes, Inc. and KeyBank National Association.                    

(b)(5)*        Deed of Trust dated December 11, 2000 among Lindal Cedar Homes,  
               Inc., KeyBank National Association and First American Title      
               Company of Skagit County.                                        

(b)(6)*        Deed of Trust dated December 11, 2000 among Lindal Cedar Homes,  
               Inc., KeyBank National Association and First American Title      
               Company of Skagit County.                                        

(b)(7)*        Irrevocable Letter of Credit dated December 12, 2000 by KeyBank  
               National Association in favor of U.S. Bank Trust National        
               Association.                                                     

-4- 


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                                                                [Download Table]

                                                                                
(b)(8)*        Indemnity Agreement dated December 1, 2000 by Lindal Cedar Homes,
               Inc. to and for the benefit of KeyBank National Association.     

(b)(9)*        Deed of Trust, Assignment of Rents and Leases and Security       
               Agreement dated December 1, 2000 among Lindal Cedar Homes, Inc., 
               KeyBank National Association and First American Title Insurance  
               Company.                                                         

(b)(10)*       Deed of Trust, Assignment of Rents and Leases and Security       
               Agreement dated December 1, 2000 among Lindal Cedar Homes, Inc., 
               KeyBank National Association and First American Title Insurance  
               Company of Skagit County.                                        

(b)(11)*       Reimbursement Agreement dated December 1, 2000 between Lindal    
               Cedar Homes, Inc. and KeyBank National Association.              

(c)(1)*        Opinion of First Security Van Kasper On Fairness dated December  
               13, 2000 (incorporated by reference to the Schedule TO/A filed on
               January 16, 2001).                                               

(c)(2)*        Presentation by First Security Van Kasper to the Board of        
               Directors On Fairness dated December 13, 2000 (incorporated by   
               reference to the Schedule TO/A filed on January 16, 2001).       

(d)*           Voting Agreement dated September 15, 2000 between Lindal Family  
               Members and Lindal, Inc.                                         

(f)*           Section 262 of the Delaware General Corporation Law (Included as 
               Schedule II to the Offer to Purchase filed herewith as Exhibit   
               (a)(1)).                                                         

(g)            None.                                                            

(h)            None.                                                            

* Previously filed by the Company on Schedule TO-I/A, dated December 20, 2000   
(unless otherwise indicated).                                                   

-5- 


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 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. 

Dated:  January 29, 2001                                                        

        LINDAL CEDAR HOMES, INC.

                 by           /s/ Robert W. Lindal
                            --------------------------------------
                 Name:            Robert W. Lindal
                 Title:    Chief Executive Officer

                 by           /s/ Robert W. Lindal
                            --------------------------------------
                 Name:            Robert W. Lindal

                 by          /s/ Sir Walter Lindal
                            --------------------------------------
                 Name:           Sir Walter Lindal

                 by           /s/ Martin J. Lindal
                            --------------------------------------
                 Name:            Martin J. Lindal

                 by          /s/ Douglas F. Lindal
                            --------------------------------------
                 Name:           Douglas F. Lindal

-6- 


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 EXHIBIT INDEX

                                                                [Download Table]

EXHIBIT                                                                         
NUMBER         EXHIBIT NAME                                                     
------         ------------                                                     
                                                                                
ITEM 12. EXHIBITS.                                                              

(a)(1)*        Offer to Purchase.                                               

(a)(2)*        Letter of Transmittal.                                           

(a)(3)*        Notice of Guaranteed Delivery.                                   

(a)(4)*        Letter to Brokers, Dealers, Banks, Trust Companies and Other     
               Nominees.                                                        

(a)(5)*        Letter to Clients for Use by Brokers, Dealers, Banks, Trust      
               Companies and Other Nominees.                                    

(a)(6)*        Letter to Shareholders from the Company.                         

(a)(7)*        Guidelines for Certification of Taxpayer Identification Number on
               Substitute Form W-9.                                             

(a)(8)*        Text of Press Release dated December 14, 2000 issued by the      
               Company (incorporated by reference to the Company's Tender Offer 
               Statement on Schedule TO-C filed on December 14, 2000).          

(a)(9)*        Memo on tender offer to independent dealers of the Company's     
               homes (incorporated by reference to the Company's Memo on tender 
               offer to independent dealers of the Company's homes on Schedule  
               TO-C filed on December 15, 2000).                                

(a)(10)*       Memo on tender offer to employees of the Company (incorporated by
               reference to the Company's Memo on tender offer to employees of  
               the Company on Schedule TO-C filed on December 15, 2000).        

(a)(11)*       Letter to holders of employee stock options regarding option cash
               out (incorporated by reference to the Letter to holders of       
               employee stock options regarding option cash out on Schedule TO/A
               filed on January 5, 2001).                                       

(a)(12)*       Memo to holders of employee stock options describing option cash 
               out (incorporated by reference to the Memo to holders of employee
               stock options describing option cash out on Schedule TO/A filed  
               on January 5, 2001).                                             

(a)(13)*       Text of Press Release dated January 18, 2001 (incorporated by    
               reference to the Schedule TO-I/A filed on January 18, 2001).     

-7- 


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                                                                [Download Table]
                                                                                
(a)(14)        Text of Press Release dated January 29, 2001.                    

(b)(1)*        Business Loan Agreement dated December 12, 2000 between Lindal   
               Cedar Homes, Inc. and KeyBank National Association.              

(b)(2)*        Promissory Note dated December 12, 2000 between Lindal Cedar     
               Homes, Inc. and KeyBank National Association.                    

(b)(3)*        Commercial Security Agreement dated December 12, 2000 between    
               Lindal Cedar Homes, Inc. and KeyBank National Association.       

(b)(4)*        Promissory Note dated December 11, 2000 between Lindal Cedar     
               Homes, Inc. and KeyBank National Association.                    

(b)(5)*        Deed of Trust dated December 11, 2000 among Lindal Cedar Homes,  
               Inc., KeyBank National Association and First American Title      
               Company of Skagit County.                                        

(b)(6)*        Deed of Trust dated December 11, 2000 among Lindal Cedar Homes,  
               Inc., KeyBank National Association and First American Title      
               Company of Skagit County.                                        

(b)(7)*        Irrevocable Letter of Credit dated December 12, 2000 by KeyBank  
               National Association in favor of U.S. Bank Trust National        
               Association.                                                     

(b)(8)*        Indemnity Agreement dated December 1, 2000 by Lindal Cedar Homes,
               Inc. to and for the benefit of KeyBank National Association.     

(b)(9)*        Deed of Trust, Assignment of Rents and Leases and Security       
               Agreement dated December 1, 2000 among Lindal Cedar Homes, Inc., 
               KeyBank National Association and First American Title Insurance  
               Company.                                                         

(b)(10)*       Deed of Trust, Assignment of Rents and Leases and Security       
               Agreement dated December 1, 2000 among Lindal Cedar Homes, Inc., 
               KeyBank National Association and First American Title Insurance  
               Company of Skagit County.                                        

(b)(11)*       Reimbursement Agreement dated December 1, 2000 between Lindal    
               Cedar Homes, Inc. and KeyBank National Association.              

(c)(1)*        Opinion of First Security Van Kasper On Fairness dated December  
               13, 2000 (incorporated by reference to the Schedule TO/A filed on
               January 16, 2001).                                               

(c)(2)*        Presentation by First Security Van Kasper to the Board of        
               Directors On Fairness dated December 13, 2000 (incorporated by   
               reference to the Schedule TO/A filed on January 16, 2001).       

(d)*           Voting Agreement dated September 15, 2000 between Lindal Family  
               Members and Lindal, Inc.                                         

-8- 


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                                                                [Download Table]
                                                                               
(f)*           Section 262 of the Delaware General Corporation Law (Included as
               Schedule II to the Offer to Purchase filed herewith as Exhibit  
               (a)(1)).                                                        

(g)            None.                                                           

(h)            None.                                                           

* Previously filed by the Company on Schedule TO-I/A, dated December 20, 2000   
(unless otherwise indicated).                                                   

 -9-

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC TO-I/A’ Filing    Date First  Last      Other Filings
Filed on:1/29/0118
1/18/0147SC 13E3/A,  SC TO-I/A
1/16/0158SC 13E3/A,  SC TO-I/A
1/5/0147SC 13E3/A,  SC TO-I/A
12/20/0029SC 13E3/A,  SC TO-I/A
12/15/0047SC 13E3/A,  SC TO-I/A
12/14/0047SC 13E3,  SC 13E3/A,  SC TO-I,  SC TO-I/A
12/13/0058
12/12/0048
12/11/0048
12/1/0058
10/1/002310-Q
9/15/0058
12/31/99310-K
10/3/99310-Q
12/31/98310-K
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