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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
Rule 13e-3 Transaction Statement
(Amendment No. 3)
Final Amendment
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
KNOLL, INC.
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(Name of the Issuer)
Knoll, Inc.; Warburg, Pincus Ventures, L.P.; Warburg, Pincus & Co.;
E.M. Warburg, Pincus & Co., LLC; Burton B. Staniar; John H. Lynch;
Andrew B. Cogan; Kathleen G. Bradley; Douglas J. Purdom; Carl G. Magnusson;
Patrick A. Milberger; Barbara E. Ellixson and Barry L. McCabe
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
498904-10-1
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(CUSIP Number of Class of Securities)
Patrick A. Milberger, Esq.
Knoll, Inc.
1235 Water Street
East Greenville, Pennsylvania 18041
(215) 679-7991
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(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
Stephen Distler Michael A. Schwartz
E.M. Warburg, Pincus & Co., LLC Willkie Farr & Gallagher
466 Lexington Avenue 787 Seventh Avenue
New York, New York 10017 New York, New York 10019
(212) 878-0600 (212) 728-8000
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 the solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Page 1 of 5 Pages
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SCHEDULE 13E-3/A
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$502,712,980.00 $100,542.60**
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* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 17,954,035 shares of common stock of Knoll, Inc. at $28.00 per
share in cash. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 promulgated under the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the value of the maximum number of shares
proposed to be purchased as described in the Proxy Statement.
** Previously paid.
/ / 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 date of its filing.
Page 2 of 5 Pages
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SCHEDULE 13E-3
This Amendment No. 3 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (as amended by Amendments No. 1 and No. 2 thereto,
the "Transaction Statement") jointly filed on July 30, 1999 by Warburg, Pincus
Ventures, L.P. ("Warburg"); Knoll, Inc. (the "Company") (the issuer of the class
of equity securities that is the subject of the transaction); Warburg, Pincus &
Co.; E.M. Warburg, Pincus & Co., LLC; and the following executive officers of
the Company who are members of the group formed to consummate the transaction
described in the Proxy Statement: Burton B. Staniar, Chairman of the Board; John
H. Lynch, President, Chief Executive Officer and Director; Andrew B. Cogan,
Executive Vice President - Marketing and Product Development and Director;
Kathleen G. Bradley, Executive Vice President - Sales, Distribution and Customer
Service; Douglas J. Purdom, Senior Vice President and Chief Financial Officer;
Carl G. Magnusson, Senior Vice President - Design; Patrick A. Milberger, Vice
President, General Counsel and Secretary; Barbara E. Ellixson, Vice President -
Human Resources; and Barry L. McCabe, Vice President, Controller and Treasurer.
The purpose of this Amendment No. 3 is to file a final amendment to the
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3). Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Transaction Statement.
ITEM 16. ADDITIONAL INFORMATION
On November 4, 1999, the Company filed a Certificate of Merger with the
Secretary of State of the State of Delaware, pursuant to which Knoll Acquisition
Corp. ("Acquisition Corp."), a company formed by Warburg for the sole purpose of
effecting the merger, was merged with and into the Company, with the Company as
the surviving corporation (the "Merger"). The Merger became effective as of the
date of filing, at which time (i) each of the outstanding shares of Common Stock
of the Company (other than shares held by the Continuing Stockholders and the
Company) were automatically converted into the right to receive $28.00 in cash,
without interest, upon surrender and acceptance of the certificate for such
share to the Company's exchange agent, (ii) each of the outstanding shares of
Common Stock of the Company held by the Company or its subsidiaries was canceled
and (iii) the separate corporate existence of Acquisition Corp. ceased.
As a result of the Merger, the Common Stock of the Company ceased to trade
on The New York Stock Exchange and became eligible for delisting from The New
York Stock Exchange and termination of registration pursuant to Section 12(g)(4)
and 12(h)(3) of the Exchange Act. Accordingly, on November 5, 1999, the Company
filed a Certification and Notice of Termination of Registration on Form 15 with
the Securities and Exchange Commission.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information in this statement is true, complete and correct.
Dated: November 12, 1999
KNOLL, INC.
By: /s/ Burton B. Staniar
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Name: Burton B. Staniar
Title: Chairman of the Board
WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co., General
Partner
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Member
/s/ Burton B. Staniar
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Burton B. Staniar
/s/ John H. Lynch
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John H. Lynch
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/s/ Andrew B. Cogan
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Andrew B. Cogan
/s/ Kathleen G. Bradley
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Kathleen G. Bradley
/s/ Douglas J. Purdom
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Douglas J. Purdom
/s/ Carl G. Magnusson
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Carl G. Magnusson
/s/ Patrick A. Milberger
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Patrick A. Milberger
/s/ Barbara E. Ellixson
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Barbara E. Ellixson
/s/ Barry L. McCabe
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Barry L. McCabe
Page 5 of 5 Pages
