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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
HURCO COMPANIES, INC.
(Name of Issuer)
HURCO COMPANIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
447324104
(CUSIP Number of Class of Securities)
Michael Doar
Chairman of the Board and Chief Executive Officer
Hurco Companies, Inc.
One Technology Way
Indianapolis, Indiana 46268
(317) 293-5309
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Stephen H. Cooper, Esq.
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
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This statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities
Act of 1993.
c. X A tender offer.
d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies:
Check the following box if the filing is a final amendment reporting the results
of the transaction.
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CALCULATION OF FILING FEE
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Transaction valuation: $27,805* Amount of filing fee: $2.25
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* Calculated solely for the purpose of determining the filing fee, based upon
the odd-lot tender offer price of $3.35 share for the eligible common
stock, multiplied by 8,300, the maximum number of shares to be purchased in
the offer.
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: $2.25 Filing Party: Hurco Companies, Inc.
Form or Registration No.:Schedule Date Filed: June 3, 2003
13E-3
This Amendment No. 6 (this "Amendment") amends and supplements the
Schedule 13E-3 Transaction Statement filed with the Securities and Exchange
Commission (the "Commission") on June 3, 2003, Amendment No. 1 to the Schedule
13E-3 Transaction Statement filed with the Commission on June 13, 2003,
Amendment No. 2 to the Schedule 13E-3 Transaction Statement filed with the
Commission on June 18, 2003, Amendment No. 3 to the Schedule 13E-3 Transaction
Statement filed with the Commission on June 20, 2003, Amendment No. 4 to the
Schedule 13E-3 Transaction Statement filed with the Commission on July 14, 2003
and Amendment No. 5 to the Schedule 13E-3 Transaction Statement filed with the
Commission on August 1, 2003 (as so amended, the "Schedule 13E-3") by Hurco
Companies, Inc. (the "Company"). This Schedule 13E-3 relates to the offer (the
"Offer") by the Company to purchase for cash all shares of the Company's common
stock, no par value (the "Common Stock"), held by stockholders that own 99 or
less shares of Common Stock as of the close of business on June 2, 2003,
pursuant to the Offer to Purchase, dated June 3, 2003 and the related Letter of
Transmittal.
The information set forth in the Offer to Purchase and the related
Letter of Transmittal is expressly incorporated herein by reference in response
to all the items of this Amendment, except as set forth below. In addition, the
information set forth in Items 1 through 16 of the Schedule 13E-3 are
incorporated herein by reference with respect to Items 1 through 16 of this
Amendment, except those Items as to which information specifically provided
herein is relevant, in which case the information contained in the Schedule
13E-3 is incorporated herein by reference in partial answer to those Items
unless otherwise noted hereto.
Item 16: Exhibits.
Item 16 of Schedule 13E-3 is hereby amended and supplemented by adding
the following exhibit thereto:
(a)(14) Form of Letter from the Company to Odd Lot Shareholders.
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 12, 2003
HURCO COMPANIES, INC.
By: /s/ Michael Doar
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Name: Michael Doar
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Exhibit
(a)(14) Form of Letter from the Company to Odd Lot Shareholders.
August 12, 2003
Dear Hurco Shareholder:
On August 1, 2003, Hurco again extended its tender offer to holders of 99 shares
or less. The offer will now expire at 5:00 p.m., New York City time, on Tuesday,
September 2, 2003. During this extension, we are continuing to offer $3.35 per
share, which represents a premium of 48.9% based on the last sale price of our
common stock on July 31, 2003.
Hurco's decision to further extend its offer was made because we have learned
that many holders who desire to tender are unable to locate their stock
certificates and have encountered difficulty when calling EquiServe Trust
Company, the Depositary for the offer, to request assistance. In order to assure
that those shareholders who are unable to find their stock certificates are
afforded an opportunity to tender their shares, and to make it easier for them
to do so without searching fruitlessly for their certificates, we have
established the following procedures:
1. We are enclosing a simple one-page "Lost Securities Affidavit" form,
together with another copy of the "Letter of Transmittal" form that was
originally sent to you together with Hurco's original Offer to Purchase.
2. You need only fill in the blanks on the left side of the Lost
Securities Affidavit, namely,
o your name,
o your address,
o your telephone numbers, and
o the number of shares you believe you own for which you are unable to
locate certificates.
and sign and date the form where indicated.
3. We realize that, if you cannot find your stock certificates, you have
no way of knowing the certificate numbers. Therefore, you do not have to fill in
the blanks on the right side of the form.
4. You should return your signed and dated Lost Securities Affidavit,
with the appropriate information filled in, directly to Hurco Companies, Inc,
attention Judy K. Summers, P.O. Box 68180, Indianapolis, Indiana 46268 together
with a properly completed and signed Letter of Transmittal indicating your
acceptance of Hurco's offer to purchase your shares. We have also enclosed a
pre-addressed, postage paid envelope for your convenience.
When we receive these materials from you, we will compare the information you
have provided in your signed Lost Securities Affidavit with the corresponding
information set forth opposite your name in the company's stockholder records
provided to us by EquiServe. If the information you provide is consistent with
these records, we will fill in the numbers of your missing stock certificates on
your behalf and forward the completed Affidavit, together with your signed
Letter of Transmittal, to EquiServe for processing.
Please note that, in reliance upon the statements made in your Affidavit, your
lost stock certificates will be cancelled and will be deemed void, even if
subsequently found.
There will be no charge to you, by Hurco or EquiServe, for the surety premiums
relating to the processing of your lost certificate affidavit. Those premiums,
which are payable to Safeco Insurance Co. of America, will be paid by Hurco.
Please note that these procedures are solely for those stockholders who are
unable to find their stock certificates. If you do have your certificates, and
you wish to tender your shares for purchase by Hurco pursuant to its offer, you
should simply deliver those certificates, together with your signed and
completed Letter of Transmittal, directly to EquiServe pursuant to the
instructions set forth in the original Offer to Purchase previously sent to you.
We also would like to invite you to a brief informational meeting and lunch to
be held at Hurco's offices, on August 21 or August 28. At the meeting you will
have an opportunity to ask any questions you might have. If you are interested
in attending the informational meeting and luncheon, please RSVP to Judy Summers
at 317-298-2607 and indicate which date is most convenient for you to attend.
Very truly yours,
/s/ Michael Doar
Chairman and Chief Executive Officer
Enclosure
HURCO COMPANIES, INC.
LOST SECURITIES AFFIDAVIT FOR EQUISERVE ACCOUNTS
(SAFECO INSURANCE CO. OF AMERICA)
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NAME(S) IN WHICH SHARES ARE REGISTERED
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CURRENT STREET ADDRESS, CITY, STATE, AND ZIP
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SOCIAL SECURITY NUMBER/TAX IDENTIFICATION NUMBER ON ACCOUNT
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DAYTIME TELEPHONE # EVENING TELEPHONE #
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NUMBER OF SHARES
NUMBER(S) OF LOST CERTIFICATES:
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- -------------------------------------------------
- -------------------------------------------------
- -------------------------------------------------
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By signing this form, I (we) certify that (a) I (we) am (are) the lawful
owner(s) of the shares described on this form; (b) (we) reside at the address
set forth on this form; (c) I (we) am (are) entitled to possession of the lost
certificate(s) (the "Lost Securities"); (d) the Lost Securities have been lost,
mislaid, stolen or destroyed and cannot now be produced; (e) the Lost Securities
WERE NOT ENDORSED and neither the Lost Securities nor my (our) rights therein
have, in whole or in part, been cashed, negotiated, sold, transferred,
hypothecated, pledged, deposed of, and to my (our) knowledge, no claim of right,
like or interest, adverse to me (us), in or to the Lost Securities, has been
made or advanced by any person; (f) I (we) have made or caused to be made a
diligent search for the Lost Securities and have been unable to find or recover
the Lost Securities; (g) I (we) make this Affidavit of Lost Securities for
EquiServe Accounts for the purpose of inducing the issuance of new or
replacement Securities ("Replacement Securities") in lieu of the said Lost
Securities, or the distribution to me (us) of proceeds (including liquidation)
thereof; (h) I (we) agree to surrender immediately the Lost Securities for
cancellation should they at any time, come into my (our) or any other person's
possession, custody, or control and (i) I (we) agree that this Lost Securities
Affidavit for EquiServe Accounts may be delivered to and made part of the SAFECO
Bond No. 5926165.
I (we) hereby agree(s) in consideration of the issuance of (1) such replacement
Securities in lieu of the Lost Securities, or of the distribution to me (us) of
the proceeds therefrom, and (2) the assumption by SAFECO of liability therefor
under the Safeco Blanket Bond, the undersigned, and his/her/their heirs,
successors and assigns, agree to indemnify, protect and save harmless SAFECO,
EquiServe Trust Company, N.A. and EquiServe, Inc. and Hurco Companies, Inc.,
jointly and severally, and their respective agents, representatives, successors,
and assigns, from and against all losses, costs and damages to which they may be
subject or liable arising out of or relating to the Lost Securities, the
issuance of Replacement Securities, my (our) requested action herein (or any
other action arising out of or relating to the Replacement or Lost Securities),
or SAFECO's assumption of liability under its blanket bond described above.
Hurco Companies, Inc. has agreed to pay the surety premiums ($20.00 per account)
associated with lost certificates for shares owned by those stockholders who are
eligible to participate in Hurco's outstanding Offer to Purchase. If some or all
of your certificates have been lost, stolen, or destroyed, you must complete
this form and submit it with your properly completed Letter of Transmittal in
order to validly participate in the Offer.
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SIGNATURE OF OWNER SIGNATURE OF CO-OWNER, IF ANY
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DATE