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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement
under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Integrity Mutual Funds, Inc.
(Name of Subject Company (Issuer))
Xponential, Inc.
(Name of Filing Person (Offeror))
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45820C 10 6
(CUSIP Number of Class of Securities)
Margaret E. Holland
Holland, Johns, Schwartz & Penny, L.L.P.
306 West Seventh Street, Suite 500
Fort Worth, Texas 76102-4982
817-335-1050
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee** |
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$1,200,000
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$128.40 |
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Estimated for purposes of calculating the filing fee
only. This calculation assumes the purchase of 3,000,000
shares of Common Stock of Integrity Mutual Funds, Inc. at
the tender offer price of $0.40 per share of Common Stock. |
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The amount of the filing fee, calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and Fee Rate Advisory No. 5
for fiscal year 2006, equals $107.00 per million of
transaction value. |
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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. |
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Amount Previously Paid:
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$128.40 |
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Filing Party:
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Xponential, Inc. |
Form or Registration No.
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Schedule TO
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Date Filed:
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April 25, 2006 |
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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:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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: o
TABLE OF CONTENTS
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO
(the Schedule TO) originally filed with the Securities and Exchange Commission on April 25, 2006
by Xponential, Inc., a Delaware corporation (the Purchaser). The Schedule TO relates to the
offer by the Purchaser to purchase up to 3,000,000 shares of Common Stock, par value $0.0001 per
share (the Common Stock or Shares), of Integrity Mutual Funds, Inc., a North Dakota corporation
(the Subject Company), at a purchase price of $0.40 per share, net to the seller in cash, without
interest thereon (the Offer Price), upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated April 25, 2006 (the Offer to Purchase), and in the related Letter of
Transmittal (the Letter of Transmittal), copies of which are filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B) respectively. Items not amended remain unchanged, and capitalized
terms used and not defined herein shall have the meanings assigned to such terms in the Offer to
Purchase and the Schedule TO.
The Schedule TO, which incorporates by reference the information contained in the Offer to
Purchase, is hereby amended and supplemented as follows:
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Exhibit (a)(1)(A) is hereby amended to clarify the meaning of the previous disclosure in the
section entitled Questions and Answers About the Tender Offer. As amended, the question and
the corresponding response read as follows: |
If you prorate, when will I know how many Shares will actually be
accepted for tender and payment?
If proration of tendered Shares is required, because of the
difficulty of determining the precise number of Shares properly tendered
and not withdrawn, we anticipate announcing the final results of
proration not later than six trading days after the Expiration Date
(this assumes that one or more shareholders tender Shares pursuant to
the guaranteed delivery procedures described under Section 3 Procedures
for Tendering Shares Guaranteed Delivery which allows shareholders to
tender certificates up to three days after the Expiration Date) and
paying for Shares accepted in the Offer promptly. If no shareholder
tenders Shares pursuant to the guaranteed delivery procedures, we
anticipate announcing the final results of proration not later than
three trading days after the Expiration Date and paying for such Shares
accepted in the Offer promptly. Preliminary results of proration will
be announced by press release as promptly as practicable. Holders of
Shares may obtain such preliminary information from the Depositary. See
Section 1 Terms of the Offer; Proration.
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In Item 1 of Exhibit (a)(1)(A), the second paragraph is hereby amended to clarify the meaning
of the previous disclosure. As amended, the paragraph reads as follows: |
If more than 3,000,000 Shares are validly tendered prior to the
Expiration Date, and not properly withdrawn in accordance with Section 4
Withdrawal Rights, the Purchaser will, upon the terms and subject to
the conditions of the Offer, purchase 3,000,000 Shares on a pro rata
basis (with adjustments to avoid purchases of fractional Shares) based
upon the number of Shares validly tendered by the Expiration Date and
not properly withdrawn (the Proration Period). In the event proration
is required because the number of Shares validly tendered and not
properly withdrawn on or prior to the Expiration Date exceeds the number
of Shares that the Purchaser is seeking in the Offer (3,000,000), the
Purchaser will prorate based on a fraction, where the numerator is the
number of Shares sought in the Offer (3,000,000) and the denominator is
equal to the number of Shares that are validly tendered and not properly
withdrawn on or prior to the Expiration Date. This fraction will then
be multiplied by the aggregate number of Shares that have been tendered
and not properly withdrawn to determine the resulting number of Shares
that will be accepted from each tenderor. Fractional Shares will not be
accepted and will be rounded down to the nearest whole number of Shares.
If proration of tendered Shares is required, because of the difficulty
of determining the precise number of Shares properly tendered and not
properly withdrawn, the Purchaser anticipates announcing the final
results of proration not later than three trading days after the
Expiration Date; however, if one or more shareholders tender Shares
pursuant to the guaranteed delivery procedures described under Section 3
Procedures for Tendering Shares Guaranteed Delivery, which allows
shareholders to tender certificates up to three days after the
Expiration Date, the Purchaser anticipates announcing the final results
of proration not later than six trading days after the Expiration Date.
If no shareholder tenders Shares pursuant to the guaranteed delivery
procedures, then the Purchaser anticipates announcing the final results
of proration not later than three trading days after the Expiration
Date. A trading day is any day on which the National Association of
Securities Dealers Automated Quotation System, Inc. (NASDAQ) is open
for business. Preliminary results of proration will be
announced by press release as promptly as practicable. Holders of
Shares may obtain such preliminary information from the Depositary.
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In Item 8 of Exhibit (a)(1)(A), the paragraph entitled Available Information is hereby
amended to correct the address of the Securities and Exchange Commission. As amended, the
paragraph reads as follows: |
Available Information. The Subject Company is subject to the
informational filing requirements of the Exchange Act and, in accordance
therewith, is obligated to file reports, proxy statements and other
information with the SEC relating to its business, financial condition
and other matters. Information as of particular dates concerning the
Subject Companys directors and officers, their remuneration, options
granted to them, the principal holders of the Subject Companys
securities and any material interests of such persons in transactions
with the Subject Company is required to be disclosed in proxy statements
distributed to the Subject Companys shareholders and filed with the
SEC. Such reports, proxy statements and other information are available
for inspection at the public reference facilities of the SEC at 100 F
Street, N.E, Washington, D.C. 20549. Copies of such information can be
obtainable by mail, upon payment of the SECs customary charges, by
writing to the SECs principal office at 100 F Street, N.E., Washington,
D.C. 20549. The SEC also maintains a website at http://www.sec.gov that
contains reports, proxy statements and other information relating to the
Subject Company that have been filed via the EDGAR System. The
historical information concerning the Subject Company contained in this
Offer to Purchase has been taken from or based upon public available
documents and records on file with the SEC. None of the Purchaser or
the Depositary assumes responsibility for the accuracy or completeness
of the information concerning the Subject Company contained in such
documents and records or for any failure by the Subject Company to
disclose events that may have occurred or may affect the significance or
accuracy of any such information but that are unknown to the Purchaser.
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Item 15 of Exhibit (a)(1)(A) is hereby amended to remove certain language to clarify the
conditions of the offer. As amended, the first paragraph of Item 15 reads as follows: |
Notwithstanding any other provision of the Offer, the Purchaser is
not required to accept for payment or, subject to any applicable rules
and regulations of the SEC, including Rule 14e-1(c) under the Exchange
Act (relating to the Purchasers obligation to pay for or return
tendered Shares promptly after termination or expiration of the Offer),
pay for any Shares, and may terminate or amend the Offer, if, at any
time on or after April 25, 2006, and before the expiration of the Offer,
any of the following conditions exist: (1) any change occurs in the
business, assets, liabilities, financial condition, capitalization,
operations or results of operations of the Subject Company or any of its
affiliates that, in the Purchasers reasonable judgment, is or may be
materially adverse to the Subject Company or any of its affiliates, or
the Purchaser becomes aware of any facts, that in its reasonable
judgment, have or may have a material adverse effect on (x) the value of
the Subject Company or any of its affiliates, (y) the value of the
Shares, or (z) a material contractual right of the Subject Company or
any of its affiliates, including any acceleration of any material amount
of indebtedness of the Subject Company or any affiliate as a result of
or in connection with the Offer, (2) there is threatened, instituted or
pending any action or proceeding by any government, governmental
authority or agency or any other person, domestic or foreign, before any
court or governmental authority or agency, domestic or foreign, (a)
challenging or seeking to make illegal, to delay or otherwise, directly
or indirectly, to restrain or prohibit the making of the Offer, the
acceptance for payment of or payment for some or all of the Shares by
the Purchaser, (b) seeking to obtain material damages or otherwise
directly or indirectly relating to the Offer, or (c) limiting or
restraining the Purchasers voting rights or other rights as a holder of
Shares of the Subject Company, including by virtue of the application of
any anti-takeover law, statute, rule or regulation or any other law,
statute, rule or regulation having an anti-takeover effect, or any
provision of the Subject Companys charter, bylaws or other
organizational document or contract to which the Subject Company is
bound, (3) any action is taken, or any statute, rule, regulation,
injunction, order or decree is proposed, enacted, enforced, promulgated,
issued or deemed applicable to the Offer or the acceptance for payment
of or payment for Shares, by any court, government or governmental
authority or agency, domestic or foreign, or the Subject Company that,
in the Purchasers reasonable judgment, might, directly or indirectly,
result in any of the consequences referred to in the preceding clauses
(2)(a) through (c) above, (4) there occurs (i) any general suspension of
trading in, or limitation on prices for,
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securities on any national
securities exchange or in the over-the-counter market, (ii) the
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, or (iii) the commencement of a
war, armed hostilities or other international or national calamity
directly or indirectly involving the United States or any attack on,
outbreak or act of terrorism involving the United States, or (5) the
Subject Company or any of its subsidiaries shall have, directly or
indirectly: (A) split, combined or otherwise changed, or established a
record date or stockholder meeting date for a proposed a split,
combination or other change of, the Common Stock or its capitalization;
(B) altered or authorized the alteration of any material term of the
Common Stock; or (C) amended or authorized any amendment to the Subject
Companys articles of incorporation or bylaws or those of any of its
subsidiaries.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase, dated April 25, 2006. *
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SIGNATURES
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.
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XPONENTIAL, INC.
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By: |
/s/ Robert W. Schleizer
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Name: |
Robert W. Schleizer |
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Title: |
Chief Financial Officer |
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Date: May
8, 2006
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