formsctoia.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Amendment
No. 5)
(Rule
14d-100)
Tender
Offer Statement under Section
14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
Colonial
Commercial Corp.
(Name of
Subject Company (Issuer) and Filing Person (as Offeror))
Convertible
Preferred Stock, Par Value $0.05 Per Share
(Title of
Class of Securities)
195621.503
(CUSIP
Number of Class of Securities)
William
Pagano
Colonial
Commercial Corp.
275
Wagaraw Road, Hawthorne, NJ 07506
Telephone:
(973) 427-3320
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee
|
|
$446,033
|
$24.88
|
*
Pursuant to General Instruction D to Schedule TO, a filing fee is not required
in connection with this filing as it relates solely to preliminary
communications made before the commencement of a tender offer.
|
T
|
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: $24.88
|
Filing
Party: Colonial Commercial Corp. (Issuer and Filing
Person)
|
|
Form or Registration No.: SC
TO-I
|
Date Filed: July 9,
2009
|
£ 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.
T issuer tender
offer subject to Rule 13e-4.
T 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: £
INTRODUCTORY
STATEMENT
This
Amendment No. 5 amends and supplements the Tender Offer Statement under cover of
Schedule TO, as amended (the “Schedule TO”), originally filed with the
Securities and Exchange Commission on July 9, 2009 by Colonial Commercial Corp.
(the “Company”), as amended by Amendment No. 1 to Schedule TO filed on July 14,
2009, as amended by Amendment No. 2 to Schedule TO filed on August 7, 2009, as
amended by Amendment No. 3 to Schedule TO filed on August 20, 2009 and as
amended by Amendment No. 4 to Schedule TO filed on August 21, 2009.
The
Company on September 23, 2009 announced that on September 22, 2009 it had
extended the expiration date of its Tender Offer to acquire for cash all
currently outstanding shares of its Convertible Preferred Stock, par value $0.05
per share (the “Preferred Stock”) from 12:00 midnight New York City time on
September 22, 2009, to 12 midnight New York City time on October 6,
2009.
The
Company mailed a Letter to Shareholders informing shareholders of the extension
of the Tender Offer. A copy of this letter is attached as an
exhibit.
As of
September 22, 2009, 142,604 shares of Preferred Stock were tendered pursuant to
the offer.
The Items
set forth in the Schedule TO that incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented by
replacing “September 22, 2009” in the Offer to Purchase, as appropriate, with
“October 6, 2009,” in order to reflect the extension of the Expiration Date of
the Offer.
Item 12
of the Schedule TO is hereby amended and supplemented by replacing all
references to the Expiration Date of the Offer in the relevant tender offer
documents, including (i) the Offer to Purchase, (ii) the Letter of Transmittal,
(iii) the Notice of Guaranteed Delivery, (iv) the Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees, (v) the Letter from
Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their
Clients, (vi) the Letter to holders of Convertible Preferred Stock of Colonial
and (vii) the Form of Depositary Agreement, copies of which are filed as
Exhibits (a)(1), (a)(2), (a)(3), (a)(4), (a)(5), (a)(6), and (d)(4),
respectively, to the Schedule TO, with “October 6, 2009.”
Item 12
of the Schedule TO is further amended and supplemented by adding the following
thereto:
|
|
(a)(14)
|
Press
Release dated September 23, 2009, filed
herewith
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|
|
(a)(15)
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Letter
to Shareholders dated September 23, 2009, filed
herewith
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Item12.
Exhibits
|
|
|
Press
Release dated September 23, 2009, filed
herewith
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|
|
|
Letter
to Shareholders dated September 23, 2009, filed
herewith
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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.
COLONIAL
COMMERCIAL CORP.
Dated:
September 23, 2009
By: /s/ William
Pagano
Name:
William Pagano
Title:
Chief Executive Officer