SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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Blonder Tongue Laboratories, Inc.
(Name of Issuer)
Blonder Tongue Laboratories, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
093698-10-8
(CUSIP Number of Class of Securities)
James A. Luksch
Chairman, President and Chief Executive Officer
Blonder Tongue Laboratories, Inc.
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies To:
Gary P. Scharmett
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
(215) 564-8000
May 17, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation** Amount of Filing Fee
$6,000,000 $1,200
** Pursuant to Rule 0-11(b)(1), the transaction valuation was calculated based
upon the maximum cash consideration which may be paid to stockholders of
the issuer in the issuer tender offer.
|X| 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.
Amount previously paid: $1,200 Filing party: Blonder Tongue Laboratories, Inc.
Form or Registration No.: Date filed: May 17, 1999
Schedule 13E-4
<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4, dated as of May 17,
1999, as amended by Amendment No. 1 dated as of May 24, 1999 (the "Issuer Tender
Offer Statement"), relating to the offer by Blonder Tongue Laboratories, Inc.
(the "Company") to purchase 750,000 shares (or such lesser number of shares as
are properly tendered and not withdrawn) of its common stock, par value $.001
per share (the "Shares"), at a price not greater than $8.00 nor less than $6.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 17, 1999, and in the
related Letter of Transmittal, which together constitute the "Offer," is hereby
amended to incorporate the additional information and exhibits set forth below.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is amended by adding the following paragraphs:
The Offer expired at 5:00 P.M., New York City time, on Tuesday, June 22,
1999. On June 23, 1999, the Company announced the preliminary results of the
Offer. Based on a final count by the Depositary, approximately 1.6 million
Shares were tendered and 750,000 Shares were accepted for purchase at a price of
$7.00 per Share. The pro-ration factor was approximately 92.69%.
As of June 22, 1999, the Company had 8,291,803 shares of common stock
outstanding. Following the purchase of shares tendered, the Company will have
approximately 7,541,803 shares of common stock outstanding.
The Company has obtained the funds necessary to purchase common stock in
the tender offer by entering into an amended and restated loan agreement with
its bank, expiring on September 30, 1999. The new loan agreement allows the
Company to utilize its revolving line of credit with the bank to pay for stock
purchased by the Company in the tender offer and all expenses of the Company
incurred in the transaction as an interim measure pending the Company
negotiating with the bank a separate lending facility under the loan agreement,
to be used for this purpose. The Company anticipates finalizing this lending
facility on or before September 30, 1999.
Payment for shares validly tendered and accepted will be made promptly,
subject to proper delivery of shares according to the terms of the tender offer.
The information set forth in the press release dated January 23, 1999,
included herewith as Exhibit (a)(11), is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibits:
(a)(11) Form of Press Release issued by the Company dated June 23, 1999.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule 13E-4 is
true, complete and correct.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ James A. Luksch
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James A. Luksch
Chairman, President and
Chief Executive Officer
Dated: June 28, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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99-(a)(11) Form of Press Release issued by the Company dated June 23, 1999.
EX-99.A11
(NJ-BLONDER TONGUE) (BDR) Blonder Tongue Announces Preliminary Results of
Self Tender Offer
OLD BRIDGE, N.J.--June 23, 1999--Blonder Tongue Laboratories, Inc. (AMEX:
"BDR") announced today the preliminary results of its "Dutch Auction" issuer
tender offer, which expired at 5:00 P.M., New York City time, on June 22, 1999.
Based on a preliminary count by American Stock Transfer & Trust Company, the
depositary for the tender offer, approximately 1.6 million shares of common
stock were tendered and 750,000 shares have been accepted for purchase at a
price of $7.00 per share.
Due to the over-subscription, shares tendered at or below the purchase
price to be paid by the Company will be pro-rated, except for "odd lots"
(holdings of fewer than 100 shares by a holder who tenders all of such shares in
the tender offer), which will be purchased in full. The pro-ration factor is
estimated to be approximately 92.69%, including shares tendered pursuant to
guaranteed delivery.
The determination of the specific shares to be purchased and the purchase
price are subject to final confirmation and the proper delivery of all shares
tendered and not withdrawn, including shares tendered pursuant to the guaranteed
delivery procedure.
Blonder Tongue commenced the tender offer on May 17, 1999, at which time it
announced its intention to purchase up to 750,000 shares of its common stock at
a purchase price not greater than $8.00 nor less than $6.00 per share.
As of June 22, 1999, Blonder Tongue had 8,291,803 shares of common stock
outstanding. Following the purchase of shares tendered, Blonder Tongue will have
approximately 7,541,803 shares of common stock outstanding.
Blonder Tongue has obtained the funds necessary to purchase common stock in
the tender offer by entering into an amended and restated loan agreement with
its bank, expiring on September 30, 1999. The new loan agreement allows the
Company to utilize its revolving line of credit with the bank to pay for stock
purchased by the Company in the tender offer and all expenses of the Company
incurred in the transaction as an interim measure pending the Company
negotiating with the bank a separate lending facility under the loan agreement
to be used for this purpose on or before September 30, 1999.
Payment for shares validly tendered and accepted will be made promptly,
subject to proper delivery of shares according to the terms of the tender offer.
Blonder Tongue Laboratories is a designer, manufacturer, and supplier of a
comprehensive line of electronics and systems equipment for the franchised and
private cable television industries. Founded in 1950, Blonder Tongue has grown
to be one of the leaders in cable television equipment manufacturing. For more
information, please visit the Company's web site at www.blondertongue.com or
contact the Company directly at (732) 679-4000.
To receive Blonder Tongue's latest news releases and other corporate
announcements via fax, at no cost, dial 1-800-PRO-INFO; use the Company's symbol
BDR or visit The Financial Relations Board's web site at www.frbinc.com.
<PAGE>
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995. The information set forth above includes "forward-looking" statements
and, accordingly, the cautionary statements contained in Blonder Tongue's Annual
Report and Form 10-K for the year ended December 31, 1998 (See Item 1: Business
and Item 7: Management's Discussion and Analysis of Financial Condition and
Results of Operations), and other filings with the Securities and Exchange
Commission are incorporated herein by reference. Blonder Tongue's actual results
may differ from the anticipated results or other expectations expressed in
Blonder Tongue's "forward-looking" statements.
CONTACT: Blonder Tongue
James A. Luksch
Chairman, President and
Chief Executive Officer
732/679-4000
or
The Financial Relations Board
Susan Jayson - General Info, 212/661-8030
Brian Gill - Analyst Info, 212/661-8030
Deanne Eagle - Media Info, 212/661-8030
