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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. 11)
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.
[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]
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CUSIP No. 23333 L 103 13D Page 1 of 2 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Deals, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
7,133,621
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 7,133,621
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,133,621
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 23333 L 103 13D Page 2 of 2 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
3D Systems Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 11 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, Amendment No. 4 filed with the SEC on June 7, 2001, Amendment No. 5 filed
with the SEC on June 19, 2001, Amendment No. 6 filed with the SEC of July 6,
2001, Amendment No. 7 filed with the SEC on July 23, 2001, Amendment No. 8 filed
with the SEC on July 27, 2001, Amendment No. 9 filed with the SEC on August 13,
2001 and Amendment No. 10 filed with the SEC on August 20, 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 as of April 30, 2001, the
"Amendment and Supplement to Offer to Purchase," dated as of 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. 11, 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, the Amendment No. 4 to Schedule TO we filed on June 7, 2001, the Amendment
No. 5 to Schedule TO we filed on June 19, 2001, the Amendment No. 6 to Schedule
TO we filed on July 6, 2001, the Amendment No. 7 to Schedule TO we filed on July
23, 2001, the Amendment No. 8 to Schedule TO we filed on July 27, 2001, the
Amendment No. 9 to Schedule TO we filed on August 13, 2001 and the Amendment No.
10 we filed on August 20, 2001.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of Schedule TO is hereby amended and supplemented by including
the following:
The subsequent offering period expired at 12:00 midnight, New York City
time, on Thursday, August 23, 2001. The full text of the press release we issued
on August 24, 2001 announcing the expiration of the subsequent offering period
is filed as Exhibit (a)(1)(xx) hereto.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule TO is hereby amended and supplemented by including
the following:
The subsequent offering period expired at 12:00 midnight, New York City
time, on Thursday, August 23, 2001. The full text of the press release we issued
on August 24, 2001 announcing the expiration of the subsequent offering period
is filed as Exhibit (a)(1)(xx) hereto.
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ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby amended and supplemented by include the following
information:
The subsequent offering period expired at 12:00 midnight, New York City
time, on Thursday, August 23, 2001. During the subsequent offering period, we
accepted for payment all shares validly tendered during the subsequent offering
period. We were informed by the depositary that the shares tendered in the
initial and subsequent offering periods totaled 6,953,830, representing
approximately 97.5% of the outstanding shares.
The expiration of the subsequent offering period was followed by a
merger between Tiger Deals, our wholly owned subsidiary, and DTM, with DTM as
the surviving company. Pursuant to the merger, DTM's stockholders who did not
tender their shares in the offer and who did not seek appraisal of their shares
pursuant to the provisions of applicable law had their shares converted into a
right to receive the same $5.80 per share purchase price provided for in the
offer. As a result of the merger, DTM became our wholly owned subsidiary.
The full text of the press release we issued announcing the expiration
the subsequent offering period and the follow-on merger between Tiger Deals and
DTM is filed as Exhibit (a)(1)(xx) hereto.
ITEM 12. EXHIBITS.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(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.(6)
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(a)(1)(xiv) Text of Joint Press Release issued by the Company and Parent on
July 5, 2001.(7)
(a)(1)(xv) Text of Joint Press Release issued by the Company and Parent on
July 20, 2001.(8)
(a)(1)(xvi) Text of Joint Press Release issued by the Company and Parent on
July 27, 2001.(9)
(a)(1)(xvii) Text of Joint Press Release issued by the Company and Parent on
August 10, 2001.(10)
(a)(1)(xviii) Text of Press Release issued by the Parent on August 16,
2001.(11)
(a)(1)(xviv) Text of Press Release issued by the Parent on August 20,
2001.(11)
(a)(1)(xx) Text of Press Release issued by the Parent on August 24, 2001.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter Agreement, dated as of June 20, 2001, by and among the
Company, Parent and Offeror.(7)
(a)(5)(ii) Letter Agreement, dated as of July 5, 2001, by and among the
Company, Parent and Offeror.(7)
(a)(5)(iii) Letter Agreement, dated as of July 20, 2001, by and among the
Company, Parent and Offeror.(8)
(a)(5)(iv) Letter Agreement, dated as of July 26, 2001, by and among the
Company, Parent and Offeror.(9)
(a)(5)(v) Letter Agreement, dated as of August 13, 2001, by and among the
Company, Parent and Offeror.(10)
(b) Commitment Letter, dated as of April 24, 2001, by U.S. Bank
National Association and Parent.(1)
(b)(i) Loan and Security Agreement, dated as of May 21, 2001, by and
among U.S. Bank National Association, Parent and other
signatories.(3)
(b)(ii) Amendment Agreement Number One to Loan and Security Agreement,
dated as of July 26, 2001, by and among U.S. National Bank
National Association, Parent and other signatories.(9)
(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 with Schedule TO filed with the SEC on April 30, 2001.
(2) Previously filed with Amendment No. 1 to Schedule TO filed with the SEC
on May 16, 2001.
(3) Previously filed with Amendment No. 2 to Schedule TO filed with the SEC
on May 22, 2001.
(4) Previously filed with Amendment No. 3 to Schedule TO filed with the SEC
on May 25, 2001.
(5) Previously filed with Amendment No. 4 to Schedule TO filed with the SEC
on June 7, 2001.
(6) Previously filed with Amendment No. 5 to Schedule TO filed with the SEC
on June 19, 2001.
(7) Previously filed with Amendment No. 6 to Schedule TO filed with the SEC
on July 6, 2001.
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(8) Previously filed with Amendment No. 7 to Schedule TO filed with the SEC
on July 23, 2001.
(9) Previously filed with Amendment No. 8 to Schedule TO filed with the SEC
on July 27, 2001.
(10) Previously filed with Amendment No. 9 to Schedule TO filed with the SEC
on August 13, 2001.
(11) Previously filed with Amendment No. 10 to Schedule TO filed with the SEC
on August 20, 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: August 24, 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: August 24, 2001 3D SYSTEMS CORPORATION
BY: /s/ E. JAMES SELZER
-------------------------------
Name: E. James Selzer
Title: Chief Financial Officer and Vice
President, Finance
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(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.(6)
(a)(1)(xiv) Text of Joint Press Release issued by the Company and Parent on
July 5, 2001.(7)
(a)(1)(xv) Text of Joint Press Release issued by the Company and Parent on
July 20, 2001.(8)
(a)(1)(xvi) Text of Joint Press Release issued by the Company and Parent on
July 27, 2001.(9)
(a)(1)(xvii) Text of Joint Press Release issued by the Company and Parent on
August 10, 2001.(10)
(a)(1)(xviii) Text of Press Release issued by the Parent on August 16,
2001.(11)
(a)(1)(xviv) Text of Press Release issued by the Parent on August 20,
2001.(11)
(a)(1)(xx) Text of Press Release issued by the Parent on August 24, 2001.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter Agreement, dated as of June 20, 2001, by and among the
Company, Parent and Offeror.(7)
(a)(5)(ii) Letter Agreement, dated as of July 5, 2001, by and among the
Company, Parent and Offeror.(7)
(a)(5)(iii) Letter Agreement, dated as of July 20, 2001, by and among the
Company, Parent and Offeror.(8)
(a)(5)(iv) Letter Agreement, dated as of July 26, 2001, by and among the
Company, Parent and Offeror.(9)
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(a)(5)(v) Letter Agreement, dated as of August 13, 2001, by and among the
Company, Parent and Offeror.(10)
(b) Commitment Letter, dated as of April 24, 2001, by U.S. Bank
National Association and Parent.(1)
(b)(i) Loan and Security Agreement, dated as of May 21, 2001, by and
among U.S. Bank National Association, Parent and other
signatories.(3)
(b)(ii) Amendment Agreement Number One to Loan and Security Agreement,
dated as of July 26, 2001, by and among U.S. National Bank
National Association, Parent and other signatories.(9)
(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 with Schedule TO filed with the SEC on April 30, 2001.
(2) Previously filed with Amendment No. 1 to Schedule TO filed with the SEC
on May 16, 2001.
(3) Previously filed with Amendment No. 2 to Schedule TO filed with the SEC
on May 22, 2001.
(4) Previously filed with Amendment No. 3 to Schedule TO filed with the SEC
on May 25, 2001.
(5) Previously filed with Amendment No. 4 to Schedule TO filed with the SEC
on June 7, 2001.
(6) Previously filed with Amendment No. 5 to Schedule TO filed with the SEC
on June 19, 2001.
(7) Previously filed with Amendment No. 6 to Schedule TO filed with the SEC
on July 6, 2001.
(8) Previously filed with Amendment No. 7 to Schedule TO filed with the SEC
on July 23, 2001.
(9) Previously filed with Amendment No. 8 to Schedule TO filed with the SEC
on July 27, 2001.
(10) Previously filed with Amendment No. 9 to Schedule TO filed with the SEC
on August 13, 2001.
(11) Previously filed with Amendment No. 9 to Schedule TO filed with the SEC
on August 20, 2001.
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