Page 10 of 14 – SEC Filing
The following constitutes
Amendment No. 33 to the Schedule 13D filed by the undersigned (“Amendment No. 33”). This Amendment No. 33 amends the
Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby
amended and restated to read as follows:
The aggregate purchase
price of 7,131,185 Shares owned directly by SPHG Holdings is approximately $86,219,904, including brokerage commissions. Such Shares
were acquired with funds of SPHG Holdings and an affiliated entity that initially purchased a portion of the Shares prior to being
contributed to SPHG Holdings. The remaining 1,429,407 Shares owned directly by SPHG Holdings were received by SPHG Holdings in
exchange for all its shares of common stock of JPS Industries, Inc.
Mr. Lichtenstein beneficially
owns 298,624 Shares awarded to him in his capacity as Chairman of the Issuer.
The aggregate purchase
price of the 57,642 Shares owned directly by EMH is approximately $184,280, including brokerage commissions. The Shares owned directly
by EMH were acquired with the working capital of EMH.
Mr. Howard beneficially
owns 191,305 Shares awarded to him in his capacity as a director of the Issuer.
Mr. Woodworth beneficially
owns 2,429 unvested restricted Shares and an additional 2,958 Shares awarded to him in his capacity as an officer of the Issuer.
Set forth on Schedule
B annexed to Amendment No. 26 to the Schedule 13D (“Schedule B”) is the aggregate purchase price of the
Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, set forth on Schedule A annexed
to Amendment No. 32 to the Schedule 13D (“Schedule A”).
| Item 4. | Purpose of Transaction. |
Item 4 is hereby
amended to add the following:
On June 26, 2017,
Steel Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Handy Acquisition Co., a
wholly owned subsidiary of Steel Holdings (“Merger Sub”), and the Issuer pursuant to which, among other things, Steel
Holdings and Merger Sub will make a tender offer (the “Offer”) to purchase any and all of the outstanding Shares of
the Issuer not already owned by Steel Holdings or any entity that is an affiliate of Steel Holdings, for 1.484 6.0% Series A preferred
units, no par value (the “Parent Preferred Units”), of Steel Holdings for each Share (the “Offer Price”).
Pursuant to the
Merger Agreement, Steel Holdings and Merger Sub have agreed to commence the Offer no later than 20 business days after the date
of the Merger Agreement. Merger Sub’s obligation to accept for payment and Steel Holdings’ obligation to pay for Shares
pursuant to the Offer is subject to various conditions, including (a) a nonwaivable condition that there be validly tendered and
not withdrawn prior to the expiration of the Offer that number of Shares that, when added to the Shares already owned by Steel
Holdings and its subsidiaries, would represent at least a majority of all then outstanding Shares, (b) a nonwaivable condition
that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that would represent
at least a majority of all then outstanding Shares not owned by Steel Holdings or any of its affiliates, (c) the Parent Preferred
Units issuable in the Offer and the Merger (as defined below) have been authorized for listing on the New York Stock Exchange,
(d) Shares held by stockholders that have properly exercised appraisal rights under Delaware law do not exceed ten percent (10%)
of the Shares outstanding immediately prior to the expiration of the Offer, and (e) other customary conditions. There is no financing
condition to the obligations to consummate the Offer.
| 10 |
