SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LIBBEY INC.
(Name of Issuer)
LIBBEY INC. (ISSUER)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
529898108
(CUSIP Number of Class of Securities)
ARTHUR H. SMITH, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
LIBBEY INC.
300 MADISON AVENUE
TOLEDO, OHIO 43604
(419) 325-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
CHRISTOPHER D. LUEKING, ESQ.
LATHAM & WATKINS ILLINOIS LLC
233 S. WACKER DRIVE, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7700
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
$39,750,000 $ 7,950
* Calculated solely for the purpose of determining the amount of the filing
fee, based upon the purchase of 1,500,000 shares of common stock, $0.01 par
value, at the maximum tender offer price of $26.50 per share.
[ ] Check 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: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[ ] 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
[ ] 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 Tender Offer Statement on Schedule TO relates to the offer by Libbey
Inc., a Delaware corporation, to purchase up to 1,500,000 shares, or such lesser
number of shares as are properly tendered, of its common stock, $0.01 par value,
at a price not greater than $26.50 nor less than $23.50 per share, net to the
seller in cash, without interest, as specified by stockholders tendering their
shares. Libbey's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February 18, 2003 and in the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the tender offer. This Tender Offer Statement on
Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4
under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by
reference in answer to Items 1 through 11 in this Tender Offer Statement on
Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase, dated February 18, 2003.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Letter to Stockholders, dated February 18, 2003.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(vi) Letter to Participants in Libbey's 401(k) Plans.
(a)(5)(i) Press Release, dated February 18, 2003.
(a)(5)(ii) Form of Summary Advertisement.
(b) Amended and Restated Credit Agreement, dated February 10, 2003,
among Libbey Glass Inc. and Libbey Europe B.V., as the borrowers,
Bank of America, N.A., as the administrative agent, swing line
lender and letter of credit issuer, Bank One, N.A. and Fleet
National Bank, as syndication agents and the other lenders party
thereto.
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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: February 18, 2003 LIBBEY INC.
By: /s/ KENNETH A. BOERGER
--------------------------------
Name: KENNETH A. BOERGER
Title: Vice President and
Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(i) Offer to Purchase, dated February 18, 2003.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Letter to Stockholders, dated February 18, 2003.
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(1)(v) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(vi) Letter to Participants in Libbey's 401(k) Plans.
(a)(5)(i) Press Release, dated February 18, 2003.
(a)(5)(ii) Form of Summary Advertisement.
(b) Amended and Restated Credit Agreement, dated February 10, 2003,
among Libbey Glass Inc. and Libbey Europe B.V., as the
borrowers, Bank of America, N.A., as the administrative agent,
swing line lender and letter of credit issuer, Bank One, N.A. and
Fleet National Bank, as syndication agents and the other lenders
party thereto.
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