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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(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)
DTM CORPORATION
(Name of Subject Company (Issuer))
TIGER DEALS, INC.
3D SYSTEMS CORPORATION
(Offerors)
COMMON STOCK, $0.0002 PAR VALUE PER SHARE
(Title of Class of Securities)
23333 L 103
(CUSIP Number of Class of Securities)
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COPY TO:
E. JAMES SELZER
CHIEF FINANCIAL OFFICER AND JULIE M. KAUFER, ESQ.
VICE PRESIDENT, FINANCE AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
3D SYSTEMS CORPORATION 2029 CENTURY PARK EAST
26081 AVENUE HALL SUITE 2400
VALENCIA, CALIFORNIA 91355 LOS ANGELES, CALIFORNIA 90067
(661) 295-5600 (310) 229-1000
(Name, address, and telephone number of persons
authorized to receive notices and
communications on behalf of filing persons)
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CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee**
$46,971,196 $9,395
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* Estimated for purposes of calculating the filing fee only. Calculated
based on the product of $5.80, the per share tender offer price for
all the outstanding shares of common stock, par value $0.0002 per
share, of DTM Corporation (the "Common Shares"), multiplied by
8,098,482 (which includes 977,493 shares issuable pursuant to the
exercise of outstanding stock options).
** The amount of the filing fee, calculated in accordance with Rule
0-11(d) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered by Tiger
Deals, Inc. for such number of Common 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.
Amount Previously Paid......$9,395 Filing Party.........Tiger Deals, Inc. and
3D Systems Corporation
Form or Reg. No.............Schedule TO Date Filed...........April 30, 2001
Amend. No. 1 to Schedule TO May 16, 2001
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
[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.
[ ] 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: [ ]
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO filed with the SEC on April 30, 2001, as amended and supplemented by
Amendment No. 1 filed with the SEC on May 16, 2001, Amendment No. 2 filed with
the SEC on May 22, 2001, Amendment No. 3 filed with the SEC on May 25, 2001 and
Amendment No. 4 filed with the SEC on June 7, 2001, relating to the offer to
purchase by Tiger Deals, Inc., or "Offeror," a Delaware corporation and an
indirect wholly-owned subsidiary of 3D Systems Corporation, or "Parent," a
Delaware corporation, all of the outstanding shares of common stock, par value
$0.0002 per share, of DTM Corporation, or the "Company," a Texas corporation, at
a purchase price of $5.80 per share, net to the seller in cash, without interest
and less any required withholding taxes, upon the terms and subject to the
conditions set forth in the "Offer to Purchase," dated April 30, 2001, the
"Amendment and Supplement to Offer to Purchase," dated May 15, 2001, and in the
related Letter of Transmittal. Copies of the Offer to Purchase, Amendment and
Supplement to Offer to Purchase and Letter of Transmittal were filed as Exhibits
(a)(1)(i), (a)(1)(ix) and (a)(1)(ii), respectively, to the Schedule TO, as
amended. Capitalized terms used herein but not otherwise defined have the
meanings ascribed to those terms in the Offer to Purchase.
The information in the Schedule TO, as amended, is hereby expressly
incorporated herein by reference in response to all the items of this Amendment
No. 5, except as otherwise set forth below. You should read this amendment
together with the Schedule TO we filed on April 30, 2001, the Amendment No. 1 to
Schedule TO we filed on May 16, 2001, the Amendment No. 2 to Schedule TO we
filed on May 22, 2001, the Amendment No. 3 to Schedule TO we filed on May 25,
2001 and the Amendment No. 4 to Schedule TO we filed on June 7, 2001.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of Schedule TO is hereby amended and supplemented by including the
following:
On June 18, 2001, we extended the offer until 12:00 midnight, New York
City time, on Tuesday, July 10, 2001. The full text of the joint press release
we issued on June 18, 2001 announcing the extension of the offer is filed as
Exhibit (a)(1)(xiii) hereto.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule TO is hereby amended and supplemented by including the
following:
On June 18, 2001, we extended the offer until 12:00 midnight, New York
City time, on Tuesday, July 10, 2001. The full text of the joint press release
we issued on June 18, 2001 announcing the extension of the offer is filed as
Exhibit (a)(1)(xiii) hereto.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of Schedule TO is hereby amended and supplemented by including the
following:
We agreed to extend the offer until 12:00 midnight, New York City time, on
Tuesday, July 10, 2001, in part to pursue a possible settlement with the
Antitrust Division of the U.S. Department of Justice of the civil action filed
by the Department of Justice on June 6, 2001. The full text of the joint press
release we issued on June 18, 2001 announcing the extension of the offer is
filed as Exhibit (a)(i)(xiii) hereto.
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ITEM 12. EXHIBITS.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
(a)(1)(i) Offer to Purchase, dated as of April 30, 2001.(1)
(a)(1)(ii) Letter of Transmittal for Common Stock.(1)
(a)(1)(iii) Notice of Guaranteed Delivery for Common Stock.(1)
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.(1)
(a)(1)(v) Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.(1) (a)(1)(vi) Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.(1)
(a)(1)(vii) Text of Joint Press Release issued by the Company and
Parent on April 3, 2001 (incorporated by reference to
Exhibit 99.1 to Parent's Form 8-K filed April 10, 2001).
(a)(1)(viii) Summary advertisement published in The Wall Street Journal on
April 30, 2001.(1)
(a)(1)(ix) Amendment and Supplement to Offer to Purchase, dated as
of May 15, 2001.(2)
(a)(1)(x) Text of Press Release issued by Parent on May 21, 2001.(3)
(a)(1)(xi) Text of Press Release issued by Parent on May 25, 2001.(4)
(a)(1)(xii) Text of Joint Press Release issued by the Company and Parent on
June 6, 2001.(5)
(a)(1)(xiii) Text of Joint Press Release issued by the Company and
Parent on June 18, 2001.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Commitment Letter, dated as of April 24, 2001, by U.S.
Bank National Association and Parent.(1)
(b)(1) Loan and Security Agreement, dated as of May 21, 2001,
by and among U.S. Bank National Association,
Parent and other signatories.(3)
(d)(1) Agreement and Plan of Merger, dated as of April 2, 2001, by
and among the Company, Parent and Offeror (incorporated by reference to
Exhibit 99.2 to Parent's Schedule TO-C filed April 3, 2001).
(d)(2) Amendment No. 1 to Agreement and Plan of Merger, dated as of May 15, 2001,
by and among the Company, Parent and Offeror.(2)
(d)(3) Form of Tender and Voting Agreement, dated as of April 2, 2001, by and among Parent,
Offeror and certain shareholders of the Company (incorporated by reference to
Exhibit 99.3 to Parent's Schedule TO-C filed April 3, 2001).
(g) None.
(h) None.
(1) Previously filed on Schedule TO filed with the SEC on April 30, 2001.
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(2) Previously filed on Amendment No. 1 to Schedule TO filed with the SEC on
May 16, 2001.
(3) Previously filed on Amendment No. 2 to Schedule TO filed with the SEC on
May 22, 2001.
(4) Previously filed on Amendment No. 3 to Schedule TO filed with the SEC on
May 25, 2001.
(5) Previously filed on Amendment No. 4 to Schedule TO filed with the SEC on
June 7, 2001.
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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: June 19, 2001 TIGER DEALS, INC.
BY: /s/ E. James Selzer
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Name: E. James Selzer
Title: Chief Financial Officer and
Vice President, Finance
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: June 19, 2001 3D SYSTEMS CORPORATION
BY: /s/ E. James Selzer
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Name: E. James Selzer
Title: Chief Financial Officer and
Vice President, Finance
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
(a)(1)(i) Offer to Purchase, dated as of April 30, 2001.(1)
(a)(1)(ii) Letter of Transmittal for Common Stock.(1)
(a)(1)(iii) Notice of Guaranteed Delivery for Common Stock.(1)
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.(1)
(a)(1)(v) Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.(1)
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.(1)
(a)(1)(vii) Text of Joint Press Release issued by the Company and Parent on
April 3, 2001 (incorporated by reference to Exhibit 99.1 to
Parent's Form 8-K filed April 10, 2001).
(a)(1)(viii) Summary advertisement published in The Wall Street Journal on
April 30, 2001.(1)
(a)(1)(ix) Amendment and Supplement to Offer to Purchase, dated as
of May 15, 2001.(2)
(a)(1)(x) Text of Press Release issued by Parent on May 21, 2001.(3)
(a)(1)(xi) Text of Press Release issued by Parent on May 25, 2001.(4)
(a)(1)(xii) Text of Joint Press Release issued by the Company and Parent on
June 6, 2001.(5)
(a)(1)(xiii) Text of Joint Press Release issued by the Company and
Parent on June 18, 2001.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Commitment Letter, dated as of April 24, 2001, by U.S. Bank National
Association and Parent.(1)
(b)(1) Loan and Security Agreement, dated as of May 21, 2001, by and among
U.S. Bank National Association, Parent and other signatories.(3)
(d)(1) Agreement and Plan of Merger, dated as of April 2, 2001, by and among
the Company, Parent and Offeror (incorporated by reference to
Exhibit 99.2 to Parent's Schedule TO-C filed April 3, 2001).
(d)(2) Amendment No. 1 to Agreement and Plan of Merger, dated as of
May 15, 2001, by and among the Company, Parent and Offeror.(2)
(d)(3) Form of Tender and Voting Agreement, dated as of April 2, 2001,
by and among Parent, Offeror and certain shareholders of the
Company (incorporated by reference to Exhibit 99.3 to Parent's Schedule
TO-C filed April 3, 2001).
(g) None.
(h) None.
(1) Previously filed on Schedule TO filed with the SEC on April 30, 2001.
(2) Previously filed on Amendment No. 1 to Schedule TO filed with the SEC on
May 16, 2001.
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(3) Previously filed on Amendment No. 2 to Schedule TO filed with the SEC on
May 22, 2001.
(4) Previously filed on Amendment No. 3 to Schedule TO filed with the SEC on
May 25, 2001.
(5) Previously filed on Amendment No. 4 to Schedule TO filed with the SEC on
June 7, 2001.
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