SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3

to

Schedule TO

Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Lawson Products, Inc.

Lawson Products, Inc. (Issuer)

Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)

520776105
(CUSIP Number of Class of Securities)

Neil E. Jenkins
Executive Vice President, Secretary, and General Counsel
Lawson Products, Inc.
1666 East Touhy Ave., Des Plaines, Illinois 60018
Telephone: 847-827-9666
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Stanley H. Meadows, P.C.
Heidi J. Steele
McDermott, Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606-5096
Telephone: (312) 372-2000

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$43,000,000		$4,601

*		Calculated solely for purposes of determining the amount of the filing fee. Pursuant to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 1,000,000 outstanding shares of common stock, par value $1.00 per share, are being purchased at the maximum possible tender offer price of $43.00 per share.
**		Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the value of the transaction.
o		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: N/A             Filing Party: N/A
		Form or Registration No.: N/A             Date Filed: N/A
o		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:
o		third-party tender offer subject to Rule 14d-1.
ý		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		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

 

 

          This Amendment No. 3 amends the Tender Offer Statement on Schedule TO regarding the tender offer by Lawson Products, Inc., a Delaware corporation (“Lawson Products” or the “Company”), to purchase for cash up to 1,000,000 shares of its common stock, par value $1.00 per share, at a price not more than $43.00 nor less than $37.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated September 8, 2006 (the “Offer to Purchase”), and the accompanying letter of transmittal (the “Letter of Transmittal”), which together, as each has been or may be amended and supplemented from time to time, constitute the tender offer. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, and are amended as set forth in this Amendment to the Schedule TO.

          The information in this Amendment No. 3 to the Schedule TO (“Amendment No. 3”) is intended to amend and supplement, but does not restate or replace, the information contained in the Schedule TO (including the exhibits thereto) as amended by Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission (“SEC”) on September 25, 2006 (“Amendment No. 1”) and Amendment No. 2 to the Schedule TO filed with the SEC on October 5, 2006 (“Amendment No. 2”), except as specifically stated in this Amendment No. 3. Accordingly, you are encouraged to read the information contained in this Amendment No. 3 in conjunction with the information contained in the Schedule TO as filed on September 8, 2006, as amended by Amendment No. 1 and Amendment No. 2. This Amendment No. 3 is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.

          Capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings given to them in the Offer to Purchase and the Schedule TO.

     Item 11. Additional Information

          Item 11 of the Schedule TO is hereby amended and supplemented by inserting at the end thereof the following:

          On October 6, 2006, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 midnight, New York City time, on Thursday, October 5, 2006. A copy of the press release is filed as Exhibit (a)(5)(C) to the Schedule TO and is incorporated herein by reference.

     Item 12. Exhibits

          Item 12 of the Schedule TO is hereby amended by adding the following exhibits:

          (a)(5)(C) Press Release dated October 6, 2006 announcing the preliminary results of the Dutch Auction Tender Offer.

Item 12. Exhibits

(a)(1)(A)		Offer to Purchase, dated September 8, 2006.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Notice of Guaranteed Delivery.*

(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated September 8, 2006. *
(a)(1)(E)		Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated September 8, 2006. *
(a)(5)(A)		Press Release, dated September 6, 2006, incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 6, 2006. *
(a)(5)(B)		Press Release, dated September 6, 2006 announcing commencement of the offer. *
(a)(5(C)		Press Release, dated October 6, 2006, announcing the preliminary results of the Dutch Auction Tender Offer.
(b)(1)		Credit Agreement dated March 27,2001 between Lawson Products, Inc. and LaSalle Bank National Association, as amended by the First Amendment to Credit Agreement dated August 12, 2002 as amended by Second Modification to Loan Documents dated July 11, 2003, and as further amended by Third Modification to Credit Agreement dated as of June 15, 2005, incorporated by reference to Exhibit 10(c)(17) to the Company’s Form 10-Q for the quarter ended June 30, 2005.
(d)(1)		Lawson Products, Inc. Incentive Stock Plan, incorporated herein by reference to Appendix A to the Company’s Proxy Statement for the Annual Meeting of Stockholders held on May 11, 1999.
(d)(2)		Amended and Restated Executive Deferral Plan, incorporated herein by reference from Exhibit 10(c)(7) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
(d)(3)		Lawson Products, Inc. Stock Performance Plan, incorporated herein by reference from Exhibit 10(c)(8) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
(d)(4)		Lawson Products, Inc. 2002 Stock Equivalents Plan for Non Employee Directors, incorporated herein by reference from Exhibit 10(c)(9) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
(d)(5)		Lawson Products, Inc. Long-Term Capital Accumulation Plan, incorporated herein by reference from Exhibit 10(c)(10) to the Company’s Current Report on Form 8-K dated October 21, 2004.
(d)(6)		Form of Shareholder Value Appreciation Rights Award Agreement, incorporated by reference to Exhibit 10(c)(14) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
(d)(7)		Form of Restricted Stock Award and Acknowledgement, incorporated by reference to Exhibit 10(c)(15) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
(d)(8)		Form Letter regarding Stock Performance Rights, incorporated by reference to Exhibit 10(c)(16) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
(g)		Not applicable.
(h)		Not applicable.

*

Previously filed.

     Item 13. Information Required by Schedule 13E-3.

          Not applicable.

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.

Exhibit 99.(A)(5)(C)

Neil Jenkins
Executive Vice President
General Counsel
847 827-9666

Lawson Products, Inc. Announces Preliminary Results of its Dutch Auction Tender Offer

     Des Plaines, Ill., October 6, 2006 — Lawson Products, Inc. (NASDAQ: LAWS), announced today the preliminary results of its modified “Dutch Auction” tender offer to purchase up to 1,000,000 shares of its outstanding common stock at a price not less than $37.50 and not greater than $43.00 per share.

     Based on the preliminary count by the depositary for the tender offer, 486,756 shares of common stock, including shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn at or below $43.00 per share. These tendered shares represent 5.4 % of the shares outstanding as of October 4, 2006.

     The Company expects to purchase 486,756 shares in the tender offer at the price of $43.00 per share. Based on the preliminary count by the depositary for the tender offer, following the tender offer 8,510,759 shares will remain issued and outstanding.

     The number of shares to be purchased, and the price per share are preliminary. The determination of the final number of shares to be purchased, and the final price per share are subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares validly tendered and not withdrawn, and the final price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase and return of all other shares tendered and not accepted for purchase will occur promptly thereafter.

     Credit Suisse Securities (USA) LLC acted as dealer manager for the tender offer.

About Lawson Products, Inc.

     Lawson Products is an international leader in selling and distributing services, systems and products to the industrial, commercial and institutional maintenance, repair and replacement (MRO) market. The Company also manufacturers, sells and distributes production and specialized component parts and provides services and systems to the original equipment marketplace (OEM) including the automotive, appliance, aerospace, construction and transportation industries.

     This release contains certain forward-looking statements that involve risks and uncertainties. The terms “may,” “should,” “could,” “anticipate,” “believe,” “continues”, “estimate,” “expect,” “intend,” “objective,” “plan,” “potential,” “project” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Such statements speak only as of the date of the news release and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the expectations. These risks include, but are not limited to: the impact of governmental investigations, such as the investigation of the Company by U.S. Attorney’s office for the Northern District of Illinois; excess and obsolete inventory; disruptions of the Company’s information systems; risks of rescheduled or cancelled orders; increases in commodity prices; the influence of controlling stockholders; competition and competitive pricing pressures; the effect of general economic conditions and market conditions in the markets and industries the Company serves; the risks of war, terrorism, and similar hostilities; and, all of the factors discussed in the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 31, 2005. The Company undertakes no obligation to update any such factor or to publicly announce the results of any revisions to any forward-looking statements contained herein whether as a result of new information, future events or otherwise.