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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 13E-3
((S) 240.13E-3) THEREUNDER)
UNIFLEX, INC.
(NAME OF THE ISSUER)
UNIFLEX, INC.
HERBERT BARRY, ROBERT K. SEMEL, WARNER J. HEUMAN, ERICH VETTER, MELISSA CANTOR,
LEE CANTOR, NEIL SKLAR, HY BROWNSTEIN, ELLIOT BERGER
UNIFLEX ACQUISITION CORP. (MERGED INTO UNIFLEX, INC.)
RFE VI SBIC, L.P.
CMCO, INC., CMNY CAPITAL, L.P., ROBERT DAVIDOFF,
STERLING / CARL MARKS CAPITAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
904711108
(CUSIP NUMBER OF CLASS OF SECURITIES)
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UNIFLEX, INC. UNIFLEX ACQUISITION CORP.
383 WEST JOHN STREET RFE VI SBIC, L.P.
HICKSVILLE, NEW YORK 11802 C/O RFE INVESTMENT PARTNERS
ATTN: HERBERT BARRY, CHAIRMAN 36 GROVE STREET
OF THE BOARD AND NEW CANAAN, CT 06840
CHIEF EXECUTIVE OFFICER ATTN: JAMES A. PARSONS
(516) 932-2000 (203) 966-2800
COPIES TO:
JEFFREY S. SPINDLER, ESQ. CHARLES J. DOWNEY III, ESQ. THOMAS MORE GRIFFIN, ESQ.
OLSHAN GRUNDMAN FROME FINN DIXON & HERLING LLP BATTLE FOWLER LLP
ROSENZWEIG & WOLOSKY LLP ONE LANDMARK SQUARE 75 EAST 55TH STREET
505 PARK AVENUE STAMFORD, CT 06901 NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10022 (203) 325-5000 (212) 856-7113
(212) 753-7200
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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This statement is filed in connection with (check the appropriate box):
(a) [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
(b) [ ] The filing of a registration statement under the Securities Act
of 1933.
(c) [ ] A tender offer.
(d) [ ] None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$28,370,634.87 $ 5,674.13
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* For purposes of calculation of fee only. This amount is based on (i) the
conversion of 3,678,194 shares of common stock, par value $0.10 per share,
of Uniflex, Inc. (the "Uniflex Common Stock") into the right to receive
$7.57 in cash per share and (ii) the payment of an amount, with respect to
options to purchase 128,700 shares of Uniflex Common Stock, equal to the
difference between the applicable exercise prices thereof and $7.57 per
share of Uniflex Common Stock.
** The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percent of the transaction value.
[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.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filings.
Amount Previously Paid: ............ $ 5,674.13
Form or Registration No.: .......... Preliminary Proxy Statement
Filing Party: ...................... Uniflex, Inc.
Date Filed: ........................ April 1, 1999
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This Rule 13e-3 Transaction Statement (the "Statement") relates to the
Agreement and Plan of Merger and Recapitalization dated as of March 5, 1999
(the "Merger Agreement") by and between Uniflex Acquisition Corp., a Delaware
Corporation ("Acquisition") and Uniflex, Inc., a Delaware Corporation
("Uniflex" or the "Company"). Acquisition was a newly formed corporation, the
sole stockholder of which is RFE VI SBIC, L.P., a Delaware limited partnership
("RFE"). Acquisition was formed for the purpose of consummating the Merger (as
defined below). A copy of the Merger Agreement is attached as Annex A to the
proxy statement previously filed by the Company with the Securities and
Exchange Commission (including all annexes thereto, the "Proxy Statement"). The
Proxy Statement is attached hereto as Exhibit (d).
Upon the terms and subject to the conditions of the Merger Agreement, at
the Effective Time (i) Acquisition was merged into Uniflex (the "Merger"), with
Uniflex continuing as the surviving corporation (the "Surviving Corporation");
(ii) certain directors of Uniflex who served prior to the Merger were replaced
by the persons listed on an exhibit to the Merger Agreement; (iii) the shares of
common stock of Acquisition held by RFE were converted into 693,527 shares of
common stock, par value $0.10 per share, of the Surviving Corporation (the
"Surviving Corporation Common Stock"), representing approximately 49% of the
outstanding shares of the Surviving Corporation Common Stock; (iv) Robert
Davidoff, CMNY Capital, L.P., a Delaware limited partnership, CMCO, Inc., a New
York corporation, and Sterling/Carl Marks Capital Inc., a New York corporation
(collectively, the "Carl Marks Affiliates") and Herbert Barry, Robert K. Semel
and Warner Heuman, each a director and, respectively, the Chairman and Chief
Executive Officer, President and Chief Operating Officer and Chairman Emeritus
of the Company, Erich Vetter, a director of the Company, and certain other
officers and employees of the company (collectively, the "Management Group")
retained existing shares of Uniflex Common Stock (the "Retained Shares"), which
Retained Shares held by the Carl Marks Affiliates and the members of the
Management Group represented approximately 9.1% and 7.3%, respectively, of the
outstanding shares of Uniflex Common Stock immediately prior to the Effective
Time and approximately 28.2% and 22.8%, respectively, of the Surviving
Corporation Common Stock immediately after the Effective Time; and (v) each
share of Uniflex Common Stock outstanding immediately prior to the Effective
Time (except for the Retained Shares and treasury shares held by Uniflex) was
converted into the right to receive $7.57 per share in cash. Shares of Uniflex
Common Stock held in the Company's treasury were canceled and retired. All
outstanding options to purchase shares of Uniflex Common Stock ("Options") were,
subject to certain agreements between the Company and the holders of any Option,
canceled and the former holder thereof have the right to receive cash in an
amount equal to the product of the number of shares of Uniflex Common Stock
subject to such Option and the excess of the Cash Merger Price per share over
the exercise price per share of such Option, less applicable withholding taxes.
The effective time of the Merger was the date and time of the filing of the
Certificate of Merger with the Delaware Secretary of State in accordance with
the Delaware General Corporation Law (the "Effective Time").
The financing required to pay the Cash Merger Price, to pay the value of
all outstanding options, to refinance certain indebtedness of the Company which
existed prior to the Merger, including indebtedness under the Company's
mortgage loan which existed prior to the Merger, and to pay the fees and
expenses in connection with the Merger, was provided by (a) a term loan in the
amount of $18.5 million and drawings under a $5 million revolving credit
facility, included in a senior secured credit facility entered into by the
Company, (b) issuance by the Company of its senior subordinated debentures for
gross proceeds of $7 million, (c) equity financing provided by RFE in the
amount of $5.25 million through the purchase of common stock of Acquisition,
and (d) equity financing of $750,000 provided by Sterling/Carl Marks Capital,
Inc. through the purchase of Uniflex Common Stock.
The following Cross Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
of the information required to be included in response to the items of this
Statement. The information in the Proxy Statement, a copy of which is attached
hereto as Exhibit (d), is hereby expressly incorporated herein by reference and
the responses to each item in this Statement are qualified in their entirety by
the information contained in the Proxy Statement. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in the
Proxy Statement.
1
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The filing of this Statement shall not be construed as an admission by the
Company or RFE or any of their affiliates (together, the "RFE Entities"), that
the Company is "controlled" by the RFE Entities or that any of the RFE Entities
is an "affiliate" of the Company within the meaning of Rule 13e-3 under Section
13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
or as an admission by the Company or by any member of the Management Group that
the Company is "controlled" by any member of the Management Group or that any
member of the Management Group is an "affiliate" of the Company within the
meaning of Rule 13e-3 under Section 13(e) of the Exchange Act or by any of the
Carl Marks Affiliates that the Company is "controlled" by any of the Carl Marks
Affiliates or that any of the Carl Marks Affiliates is an "affiliate" of the
Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange
Act.
2
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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<S> <C>
Item 1(a) and (b) .............. Outside Front Cover Page; "SUMMARY--The
Parties to the Merger"; and "THE SPECIAL
MEETING--Record Date, Solicitation and
Revocability of Proxies".
Item 1(c) and (d) .............. "SUMMARY--Market Prices; Dividends"; and
"MARKET PRICES; DIVIDENDS; PURCHASES;
INTERESTS IN UNIFLEX COMMON STOCK".
Item 1(e) ...................... Not applicable.
Item 1(f) ...................... "MARKET PRICES; DIVIDENDS; PURCHASES;
INTERESTS IN UNIFLEX COMMON
STOCK--Purchases by Uniflex" and "--Purchases
by Members of the Management Group".
Item 2(a)--(d) and (g) ......... Outside Front Cover Page; "SUMMARY--The
Parties to the Merger"; "DESCRIPTION OF
ACQUISITION AND RFE"; "DESCRIPTION OF
CARL MARKS AFFILIATES"; "DIRECTORS
AND EXECUTIVE OFFICERS OF UNIFLEX
AND MEMBERS OF THE MANAGEMENT
GROUP"; and "DIRECTORS AND EXECUTIVE
OFFICERS OF THE SURVIVING
CORPORATION".
Item 2(e) and (f) .............. Negative.
Item 3(a) ...................... "DESCRIPTION OF UNIFLEX--Background";
"MARKET PRICES; DIVIDENDS; PURCHASES;
INTERESTS IN UNIFLEX COMMON STOCK--
Purchases by Uniflex"; "MATERIAL EFFECTS OF
THE MERGER--Material Related Agreements--
Stockholders Rights" and "--Investment
Banking Agreement"; and "DIRECTORS AND
EXECUTIVE OFFICERS OF THE SURVIVING
CORPORATION".
Item 3(b) ...................... "SPECIAL FACTORS--Background of the
Transaction" and "--Interests of Certain
Persons in the Merger"; "MARKET PRICES;
DIVIDENDS; PURCHASES; INTERESTS IN UNIFLEX
COMMON STOCK--Purchases by Members of the
Management Group"; "MATERIAL EFFECTS OF THE
MERGER--Material Related Agreements--
Stockholders Rights" and "--Investment
Banking Agreement"; "FINANCING OF THE
MERGER--Equity Investment"; and "DIRECTORS
AND EXECUTIVE OFFICERS OF THE SURVIVING
CORPORATION".
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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<S> <C>
Item 4(a) and (b) ......... Outside Front Cover Page, "SUMMARY--Terms of
the Merger", "--Effective Time", "--Conditions to
Consummation of the Merger", "--Interests of
Certain Persons in the Merger", "--Related
Agreements", "--No Solicitation; Fiduciary
Duties", "--Termination; Fees and Expenses";
"--Appraisal Rights"; "SPECIAL FACTORS--Interests
of Certain Persons in the Merger"; "MATERIAL
EFFECTS OF THE MERGER--Appraisal Rights",
"--Material Related Agreements"; "MATERIAL
PROVISIONS OF THE MERGER AGREEMENT"; "FINANCING OF
THE MERGER--Equity Investment"; and ANNEX A to the
Proxy Statement.
Item 5(a) ................. Not applicable.
Item 5(b) ................. Not applicable.
Item 5(c) ................. "SUMMARY--Material Effects of the Merger";
"MATERIAL PROVISIONS OF THE MERGER
AGREEMENT--Board of Directors and Officers of
the Surviving Corporation"; and "DIRECTORS
AND EXECUTIVE OFFICERS OF THE
SURVIVING CORPORATION".
Item 5(d)--(g) ............ "SUMMARY--Terms of the Merger", "--Material
Effects of the Merger", "--Market Prices;
Dividends"; "MATERIAL EFFECTS OF THE
MERGER"; "MATERIAL PROVISIONS OF THE
MERGER AGREEMENT--Treatment of Securities
in the Merger"; and "MARKET PRICES;
DIVIDENDS; PURCHASES; INTERESTS IN
UNIFLEX COMMON STOCK".
Item 6(a)--(d) ............ "SUMMARY--Financing Arrangements"; and
"FINANCING OF THE MERGER".
</TABLE>
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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<S> <C>
Item 7(a)--(d) ............ Outside Front Cover Page, "SUMMARY--Reasons
for the Merger", "--Recommendation of the Board",
"--Opinion of Financial Advisor", "--Interests of
Certain Persons in the Merger", "--Related
Agreements", "--Material Effects of the Merger",
"--Material Federal Income Tax Consequences of the
Merger", "--Appraisal Rights"; "SPECIAL
FACTORS--Background of the Transaction",
"--Reasons for the Merger; Recommendation of the
Board of Directors", "--Purposes and Reasons of
RFE and Acquisition for the Merger", "--Opinion of
Dunn Johnston, Financial Advisor to Uniflex",
"--Interests of Certain Persons in the Merger";
"MATERIAL EFFECTS OF THE MERGER--
Material Federal Income Tax Consequences of the
Merger", "--Appraisal Rights", "--Material Related
Agreements"; "MATERIAL PROVISIONS OF THE
MERGER AGREEMENT--General", "--Treatment
of Securities in the Merger" and "--Payment for
Shares"; and "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--Results of
Operations--Sales" of the Proxy Statement is
incorporated herein by reference.
Item 8(a) and (b) ......... "SUMMARY--Reasons for the Merger",
"--Recommendation of the Board"; "SPECIAL
FACTORS--Reasons for the Merger; Recommendation of
the Board of Directors", "--Position of RFE and
Acquisition as to Fairness of the Merger", and
"--Position of the Carl Marks Affiliates as to
Fairness of the Merger".
Item 8(c) ................. "SUMMARY--The Special Meeting", "--Conditions
to the Consummation of the Merger"; "THE
SPECIAL MEETING--Quorum; Required Vote";
and "MATERIAL PROVISIONS OF THE
MERGER AGREEMENT--Conditions to the
Consummation of the Merger".
Item 8(d) ................. "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors",
"--Position of RFE and Acquisition as to Fairness
of the Merger" and "--Position of the Carl Marks
Affiliates as to Fairness of the Merger".
Item 8(e) ................. "SUMMARY--Recommendation of the Board";
"SPECIAL FACTORS--Background of the
Transaction", and "--Reasons for the Merger;
Recommendation of the Board of Directors".
Item 8(f) ................. Not applicable.
</TABLE>
5
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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<S> <C>
Item 9 (a)--(c) ............ "SUMMARY--Reasons for the Merger", "--Opinion
of Financial Advisor"; "SPECIAL FACTORS--
Background of the Transaction", "--Reasons for
the Merger; Recommendation of the Board of
Directors", "--Opinion of Dunn Johnston,
Financial Advisor to Uniflex"; and ANNEX C to the
Proxy Statement.
Item 10(a) ................. "SUMMARY--Interests of Certain Persons in the
Merger", "--Terms of the Merger"; "SPECIAL
FACTORS--Interests of Certain Persons in the
Merger"; "MATERIAL EFFECTS OF THE
MERGER--Material Related Agreements"; "MATERIAL
PROVISIONS OF THE MERGER AGREEMENT--Treatment of
Securities in the Merger"; "MARKET PRICES;
DIVIDENDS; PURCHASES; INTERESTS IN UNIFLEX COMMON
STOCK"; "FINANCING OF THE MERGER--Equity
Investment"; and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT".
Item 10(b) ................. Not applicable.
Item 11 .................... "SUMMARY--Interests of Certain Persons in the
Merger", "--Financing Arrangements", "--Related
Agreements"; "MATERIAL EFFECTS OF THE
MERGER--Material Related Agreements"; "SPECIAL
FACTORS--Interests of Certain Persons in the
Merger"; "FINANCING OF THE MERGER
--Indebtedness--Senior Subordinated Debentures",
and "Equity Investment"; and Exhibits (c)(1),
(c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (c)(7)
hereto.
Item 12(a) and (b) ......... "SUMMARY--The Special Meeting",
"--Recommendation of the Board"; "THE SPECIAL
MEETING--Quorum; Required Vote"; "SPECIAL
FACTORS--Reasons for the Merger; Recommendation
of the Board of Directors", "--Position of RFE
and Acquisition as to Fairness of the Merger",
"--Position of Carl Marks Affiliates as to
Fairness of the Merger," and "--Interests of
Certain Persons in the Merger--Voting
Agreements".
Item 13(a) ................. "SUMMARY--Appraisal Rights"; and "MATERIAL
EFFECTS OF THE MERGER--Appraisal Rights".
See also Annex B to the Proxy Statement.
Item 13(b) ................. Not applicable.
Item 13(c) ................. Not applicable.
</TABLE>
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item 14(a) ................. "SUMMARY--Summary Financial Information";
"SELECTED FINANCIAL DATA OF UNIFLEX";
"QUARTERLY FINANCIAL DATA OF
UNIFLEX"; and the Financial Statements of Uniflex
immediately following "INDEX TO FINANCIAL
STATEMENTS".
Item 14(b) ................. Not applicable.
Item 15(a) and (b) ......... "THE SPECIAL MEETING--Record Date;
Solicitation and Revocability of Proxies".
Item 16 .................... Copies of each of the Proxy Statement, Letter to
Stockholders and Notice of Special Meeting of
Stockholders included herewith as Exhibit (d).
Item 17 .................... Included herewith as Exhibits.
</TABLE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) and (b) The information set forth on the Outside Front Cover Page and
in "SUMMARY--The Parties to the Merger" and "THE SPECIAL MEETING--Record Date,
Solicitation and Revocability of Proxies" of the Proxy Statement is
incorporated herein by reference.
(c) and (d) The information set forth in "SUMMARY--Market Prices;
Dividends" and "MARKET PRICES; DIVIDENDS; PURCHASES; INTERESTS IN UNIFLEX
COMMON STOCK" of the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "MARKET PRICES; DIVIDENDS; PURCHASES;
INTERESTS IN UNIFLEX COMMON STOCK--Purchases by Uniflex" and "--Purchases by
Members of the Management Group" of the Proxy Statement is incorporated herein
by reference.
As a result of the Merger, at the Effective Time, each share of Uniflex
Common Stock held by the Company's stockholders (other than treasury shares
held by Uniflex and Dissenting Shares (as defined in the Merger Agreement) and
other than Retained Shares, which Retained Shares represent approximately 51%
of the total outstanding shares of Surviving Corporation Common Stock) were
converted into the right to receive $7.57 in cash.
ITEM 2. IDENTITY AND BACKGROUND.
(a)--(d) and (g) This Statement is being filed by RFE, the Carl Marks
Affiliates, the members of the Management Group, and the Company, which is the
issuer of the Uniflex Common Stock, the class of equity securities to which
this Statement relates (collectively the "Filing Persons"). As of the Effective
Time of the Merger, Acquisition merged with and into Uniflex, with Uniflex
being the surviving corporation in the Merger. The information set forth on the
Outside Front Cover Page and in "SUMMARY--The Parties to the Merger";
"DESCRIPTION OF ACQUISITION AND RFE"; "DESCRIPTION OF CARL MARKS AFFILIATES"
"DIRECTORS AND EXECUTIVE OFFICERS OF UNIFLEX AND MEMBERS OF THE MANAGEMENT
GROUP"; and "DIRECTORS AND EXECUTIVE OFFICERS OF THE SURVIVING CORPORATION" of
the Proxy Statement is incorporated herein by reference.
(e) and (f) During the last five years, none of the Filing Persons, nor to
the best of their knowledge any of the officers, directors, control persons or
managing members of the Filing Persons, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in "DESCRIPTION OF UNIFLEX--Background",
"MARKET PRICES; DIVIDENDS; PURCHASES; INTERESTS IN UNIFLEX COMMON
STOCK--Purchases by Uniflex", "MATERIAL EFFECTS OF THE MERGER--Material Related
Agreements--Stockholders Rights and "--Investment Banking Agreement" and
"DIRECTORS AND EXECUTIVE OFFICERS OF THE SURVIVING CORPORATION" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS--Background of the
Transaction" and "--Interests of Certain Persons in the Merger" "MARKET PRICES;
DIVIDENDS; PURCHASES; INTERESTS IN UNIFLEX COMMON STOCK--Purchases by Members
of the Management Group", "MATERIAL EFFECTS OF THE MERGER--Material Related
Agreements--Stockholders Rights and "--Investment Banking Agreement" and;
"FINANCING OF THE MERGER--EQUITY INVESTMENT" "DIRECTORS AND EXECUTIVE OFFICERS
OF THE SURVIVING CORPORATION" of the Proxy Statement is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b) The information set forth on the Outside Front Cover Page and
in "SUMMARY--Terms of the Merger", "--Effective Time", "--Conditions to
Consummation of the Merger", "--Interests of Certain Persons in the Merger",
"--Related Agreements", "--No Solicitation; Fiduciary Duties", "--Termination;
Fees and Expenses", "--Appraisal Rights"; "SPECIAL FACTORS--Interests of
Certain Persons in the Merger", "MATERIAL EFFECTS OF THE MERGER--Appraisal
Rights", "--Material Related Agreements"; "MATERIAL PROVISIONS OF THE MERGER
AGREEMENT"; "FINANCING OF THE MERGER--Equity Investment" and ANNEX A of the
Proxy Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) Not applicable.
(b) Not applicable.
(c) The information set forth in "SUMMARY--Material Effects of the
Merger"; "MATERIAL PROVISIONS OF THE MERGER AGREEMENT--Board of Directors and
Officers of the Surviving Corporation"; and "DIRECTORS AND EXECUTIVE OFFICERS
OF THE SURVIVING CORPORATION" of the Proxy Statement is incorporated herein by
reference.
(d)--(g) The information set forth in "SUMMARY--Terms of the Merger",
"--Material Effects of the Merger", "--Market Prices; Dividends"; "MATERIAL
EFFECTS OF THE MERGER"; "MATERIAL PROVISIONS OF THE MERGER AGREEMENT--Treatment
of Securities in the Merger"; and "MARKET PRICES; DIVIDENDS; PURCHASES;
INTERESTS IN UNIFLEX COMMON STOCK" of the Proxy Statement is incorporated
herein by reference.
Trading in the Surviving Corporation Common Stock has ceased on the
American Stock Exchange. By operation of the rules of the American Stock
Exchange and Rule 12d-2 ("Rule 12d-2") promulgated by the Exchange Act, it is
anticipated that the Surviving Corporation Common Stock will become eligible
for termination of registration pursuant to the Exchange Act.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)--(d) The information set forth in "SUMMARY--Financing Arrangements"
and "FINANCING OF THE MERGER" of the Proxy Statement is incorporated herein by
reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)--(d) The information set forth on the Outside Front Cover Page and in
"SUMMARY--Reasons for the Merger", "--Recommendation of the Board", "--Opinion
of Financial Advisor", "--Interests of Certain Persons in the Merger",
"--Related Agreements", "--Material Effects of the Merger", "--Material Federal
Income Tax Consequences of the Merger", "--Appraisal Rights"; "SPECIAL
FACTORS--Background of the Transaction", "--Reasons for the Merger;
Recommendation of the Board of Directors", "--Purposes and Reasons of RFE and
Acquisition for the Merger", "--Opinion of Dunn Johnston, Financial Advisor to
Uniflex", "--Interests of Certain Persons in the Merger";
8
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"MATERIAL EFFECTS OF THE MERGER--Material Federal Income Tax Consequences of
the Merger", "--Appraisal Rights", "--Material Related Agreements"; "MATERIAL
PROVISIONS OF THE MERGER AGREEMENT--General", "--Treatment of Securities in the
Merger", "--Payment for Shares" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Results of Operations--Sales" of
the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)--(b) The information set forth in "SUMMARY--Reasons for the Merger",
"--Recommendation of the Board", "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors", "--Position of RFE and Acquisition
as to Fairness of the Merger", and "--Position of the Carl Marks Affiliates as
to Fairness of the Merger" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth in "SUMMARY--The Special Meeting",
"--Conditions to Consummation of the Merger"; "THE SPECIAL MEETING--Quorum;
Required Vote"; and "MATERIAL PROVISIONS OF THE MERGER AGREEMENT--Conditions to
the Consummation of the Merger" of the Proxy Statement is incorporated herein
by reference.
(d) The information set forth in "SPECIAL FACTORS--Reasons for the Merger;
Recommendation of the Board of Directors", and "--Position of RFE and
Acquisition as to Fairness of the Merger" and "--Position of the Carl Marks
Affiliates as to Fairness of the Merger" of the Proxy Statement is incorporated
herein by reference.
(e) The information set forth in "SUMMARY--Recommendation of the Board",
"SPECIAL FACTORS--Background of the Transaction" and "--Reasons for the Merger;
Recommendation of the Board of Directors" of the Proxy Statement is
incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)--(c) The information set forth in "SUMMARY--Reasons for the Merger",
"--Opinion of Financial Advisor", "SPECIAL FACTORS--Background of the
Transaction", "--Reasons for the Merger; Recommendation of the Board of
Directors", "--Opinion of Dunn Johnston, Financial Advisor to Uniflex" and
ANNEX C of the Proxy Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SUMMARY--Interests of Certain Persons in
the Merger", "--Terms of the Merger"; "SPECIAL FACTORS--Interests of Certain
Persons in the Merger"; "MATERIAL EFFECTS OF THE MERGER--Material Related
Agreements"; "MATERIAL PROVISIONS OF THE MERGER AGREEMENT--Treatment of
Securities in the Merger"; "MARKET PRICES; DIVIDENDS; PURCHASES; INTERESTS IN
UNIFLEX COMMON STOCK"; "FINANCING OF THE MERGER--Equity Investment"; and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy
Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "SUMMARY--Interests of Certain Persons in the
Merger", "--Financing Arrangements", "--Related Agreements"; "MATERIAL EFFECTS
OF THE MERGER--Material Related Agreements", and "SPECIAL FACTORS--Interests of
Certain Persons in the Merger"; "FINANCING OF THE MERGER--Indebtedness--Senior
Subordinated Debentures", "--Equity Investment" of the Proxy Statement is
incorporated herein by reference. See also Exhibits (c)(1), (c)(2), (c)(3),
(c)(4), (c)(5), (c)(6) and (c)(7) hereto.
9
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ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) and (b) The information set forth in "SUMMARY--The Special Meeting",
"--Recommendation of the Board"; "THE SPECIAL MEETING--Quorum; Required Vote";
"SPECIAL FACTORS--Reasons for the Merger; Recommendation of the Board of
Directors", "--Position of RFE and Acquisition as to Fairness of the Merger",
and "--Position of the Carl Marks Affiliates as to Fairness of the Merger" and
"--Interests of Certain Persons in the Merger--Voting Agreements" of the Proxy
Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY--Appraisal Rights" of the Proxy
Statement is incorporated herein by reference. See also Annex B to the Proxy
Statement.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SUMMARY--Summary Financial Information";
"SELECTED FINANCIAL DATA OF UNIFLEX"; "QUARTERLY FINANCIAL DATA OF UNIFLEX";
and the Financial Statements of Uniflex immediately following "INDEX TO
FINANCIAL STATEMENTS" of the Proxy Statement is incorporated herein by
reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The information set forth in "THE SPECIAL MEETING--Record
Date, Solicitation and Revocability of Proxies" of the Proxy Statement is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Merger is set forth in the copies of
each of the Proxy Statement, Letter to Stockholders and Notice of Special
Meeting of Stockholders which are attached hereto as Exhibit (d).
As of the Effective Time of the Merger, Acquisition merged with and into
Uniflex, with Uniflex being the surviving corporation in the Merger.
As a result of the Merger, at the Effective Time, each share of Uniflex
Common Stock held by the Company's stockholders (other than treasury shares
held by Uniflex and Dissenting Shares and other than Retained Shares, which
Retained Shares represent approximately 51% of the total outstanding shares of
Surviving Corporation Common Stock) were converted into the right to receive
$7.57 in cash. Also as a result of the Merger, the issued and outstanding
shares of Acquisition were converted into approximately 49% of the total
outstanding shares of Surviving Corporation Common Stock, and RFE, the sole
stockholder of Acquisition, now owns approximately 49% of the issued and
outstanding shares of Surviving Corporation Common Stock.
Trading in the Surviving Corporation Common Stock has ceased on the
American Stock Exchange. By operation of the rules of the American Stock
Exchange and Rule 12d-2, it is anticipated that the Surviving Corporation
Common Stock will become eligible for termination of registration pursuant to
the Exchange Act.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Commitment Letter, dated March 5, 1999, form The Chase Manhattan
Bank and Fleet Bank, National Association, to Uniflex, Inc. and Uniflex
Acquisition Corp. (incorporated by reference to Exhibit 9 to the Schedule 13D
with respect to Uniflex, Inc. filed by Uniflex Acquisition Corp. and others on
March 9, 1999).
10
<PAGE>
(a)(2) Commitment Letter, dated March 5, 1999, from AlliedSignal Inc.
Master Pension Trust to Uniflex, Inc. (incorporated by reference to Exhibit 10
to the Schedule 13D with respect to Uniflex, Inc. filed by Uniflex Acquisition
Corp. and others on March 9, 1999).
(b)(1) Fairness Opinion, dated as of March 5, 1999 delivered by Dunn
Johnston & Co., Inc. (incorporated by reference to Annex C to the Proxy
Statement, which was filed as Exhibit (d) to Amendment No. 3 to this Schedule
13E-3).
(b)(2) Fairness Opinion Presentation to the Special Committee of the Board
of Directors of Uniflex, Inc. dated March 5, 1999 delivered by Dunn Johnston &
Co, Inc. (filed as Exhibit (b)(2) to Amendment No. 1 to this Schedule 13E-3).
(c)(1) Agreement and Plan of Merger and Recapitalization, dated as of
March 5, 1999, by and between Uniflex, Inc. and Uniflex Acquisition Corp.
(incorporated by reference to Annex A to the Proxy Statement, which was filed
as Exhibit (d) to Amendment No. 3 to this Schedule 13E-3).
(c)(2) Voting Agreement, dated as of March 5, 1999, by and between Uniflex
Acquisition Corp. and the other parties signatory thereto (incorporated by
reference to Exhibit 4 to the Schedule 13D with respect to Uniflex, Inc. filed
by Uniflex Acquisition Corp. and others on March 9, 1999).
(c)(3) Carl Marks Group-Uniflex Voting Agreement, dated as of March 5,
1999, by and between Uniflex Acquisition Corp. and the other parties signatory
thereto (incorporated by reference to Exhibit 5 to the Schedule 13D with
respect to Uniflex, Inc. filed by Uniflex Acquisition Corp. and others on
March 9, 1999).
(c)(4) Letter Agreement, dated February 12, 1999, from Sterling/Carl Marks
Capital, Inc. to Uniflex, Inc. (incorporated by reference to Exhibit 6 to the
Schedule 13D with respect to Uniflex, Inc. filed by Uniflex Acquisition Corp.
and others on March 9, 1999).
(c)(5) Letter Agreement, dated March 5, 1999, from RFE VI SBIC, L.P. to
Uniflex, Inc. (incorporated by reference to Exhibit 7 to the Schedule 13D with
respect to Uniflex, Inc. filed by Uniflex Acquisition Corp. and others on
March 9, 1999).
(c)(6) Letter Agreement, dated March 5, 1999, between Uniflex, Inc. and
the other parties signatory thereto (incorporated by reference to Exhibit 8 to
the Schedule 13D with respect to Uniflex, Inc. filed by Uniflex Acquisition
Corp. and others on March 9, 1999).
(c)(7) Investment Banking Agreement dated March 5, 1999 between Uniflex
Acquisition Corp. and SCM Management LLC (filed as Exhibit (c)(7) to Amendment
No. 2 to this Schedule 13E-3).
(d) Copies of each of the Proxy Statement of the Company, Letter to
Stockholders, and Notice of Special Meeting of Stockholders (filed as Exhibit D
to Amendment No. 3 to this Schedule 13E-3).
(e) Section 262 of the Delaware General Corporation Law (incorporated by
reference to Annex B to the Proxy Statement, which was filed as Exhibit (d) to
Amendment No. 3 to this Schedule 13E-3).
(f) None.
(g) Consent of Independent Accountants
11
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 30, 1999
UNIFLEX, INC.
By: /s/ Robert K. Semel
--------------------------
Name: Robert K. Semel
Title: President
/s/ Herbert Barry
--------------------------
Herbert Barry
/s/Robert K. Semel
--------------------------
Robert K. Semel
/s/ Warner J. Heuman
--------------------------
Warner J. Heuman
/s/ Erich Vetter
--------------------------
Erich Vetter
/s/ Melissa Cantor
--------------------------
Melissa Cantor
/s/ Lee Cantor
--------------------------
Lee Cantor
/s/ Neil Sklar
--------------------------
Neil Sklar
/s/ Hy Brownstein
--------------------------
Hy Brownstein
/s/ Elliot Berger
--------------------------
Elliot Berger
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 30, 1999
RFE VI SBIC, L.P.
By: RFE Associates VI SBIC, LLC,
its General Partner
By: RFE Investment Partners VI, L.P.,
its sole member
By: RFE Associates VI, LLC,
its General Partner
By: /s/ James A. Parsons
---------------------------
Name: James A. Parsons
Title: Managing Member
13
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SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 30, 1999
CMCO, INC.
By: /s/ Robert Davidoff
---------------------------
Name: Robert Davidoff
Title: Vice President
CMNY CAPITAL, L.P.
By: /s/ Robert Davidoff
---------------------------
Name: Robert Davidoff
Title: General Partner
/s/ Robert Davidoff
-------------------------------
ROBERT DAVIDOFF
STERLING/CARL MARKS CAPITAL, INC.
By: /s/ Harvey Granat
---------------------------
Name: Harvey Granat
Title: President
14
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EXHIBIT INDEX
99.(g) Consent of Independent Accountants
15
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PATRUSKY, MINTZ & SEMEL
CERTIFIED PUBLIC ACCOUNTANTS
22 CORTLANDT STREET
NEW YORK, N.Y. 10007
(212) 732-2600
TELEX 6971510
TELEFAX (212) 374-1967
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Schedule 13E-3
Transaction Statement of Uniflex, Inc., of our report dated March 5, 1999.
/s/ Patrusky, Mintz & Semel
- ---------------------------
Patrusky, Mintz & Semel
June 30, 1999
