3//SEC Filing
TUFCO TECHNOLOGIES INC 3
Accession 0001209191-14-016145
CIK 0000895329operating
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 9:37 PM ET
Size
10.8 KB
Accession
0001209191-14-016145
Insider Transaction Report
Form 3
Gabayzadeh Shahram Shaun
DirectorChairman10% Owner
Holdings
- 4,308,947(indirect: By LLC)
Common Stock
Griffin Holdings, LLC
10% Owner
Holdings
- 4,308,947(indirect: By LLC)
Common Stock
Tufco Holdings, LLC
10% Owner
Holdings
- 4,308,947(indirect: By LLC)
Common Stock
Packers Acquisition Sub, Inc.
10% Owner
Holdings
- 4,308,947(indirect: By LLC)
Common Stock
Footnotes (4)
- [F1]In accordance with the Agreement and Plan of Merger, dated December 20, 2013, by and among Tufco Holdings, LLC, a Delaware limited liability company ("Parent"), Packers Acquisition Sub, Inc., a Delaware corporation ("Purchaser") and wholly-owned subsidiary of Parent, and Tufco Technologies, Inc., a Delaware corporation ("Tufco"), Purchaser commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Tufco at a purchase price of $6.07 per Share in cash, without interest, less any applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 9, 2014, (continued in Footnote 2)
- [F2]and the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO-T filed with the Securities and Exchange Commission on January 9, 2014 by Purchaser, Parent, Griffin Holdings, LLC, a New York limited liability company ("Griffin") and the sole member of Parent, and Shahram Shaun Gabayzadeh, the sole member of Griffin.
- [F3]The Offer expired at 12:00 midnight, New York City time, at the end of Friday, January 21, 2014 (the "Expiration Date"). Based on the information provided to Purchaser and Parent by the depositary of the Offer, as of the Expiration Date, a total of approximately 3,637,342 Shares were validly tendered and not validly withdrawn, representing approximately 84.41% of the Shares then outstanding. On February 22, 2014, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn.
- [F4]On February 24, 2014, Purchaser merged with and into Tufco (the "Merger") under Section 251(h) of the General Corporation Law of the State of Delaware, with Tufco continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time ceased to be issued and outstanding and (other than Shares then owned by Parent, Purchaser or any of their wholly-owned subsidiaries and Shares held by any stockholders who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price. At the effective time of the Merger, all outstanding Shares were cancelled and retired and ceased to exist.
Documents
Issuer
TUFCO TECHNOLOGIES INC
CIK 0000895329
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000895329
Filing Metadata
- Form type
- 3
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 9:37 PM ET
- Size
- 10.8 KB