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Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 23, 1999
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Knoll, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12907 13-3873847
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1235 Water Street, East Greenville, Pennsylvania 18041
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (215) 679-7991
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 24, 1999, the Registrant issued a press release announcing that it had
received a proposal from Warburg, Pincus Ventures, L.P. ("Warburg, Pincus") and
certain members of the Registrant's management to acquire all of the outstanding
shares of Knoll's common stock owned by public shareholders at a price of $25.00
per share. The letter from Warburg, Pincus making such proposal, filed herewith
as Exhibit 99.1, and the press release, filed herewith as Exhibit 99.2, are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The following exhibits are filed as part of this report:
99.1 Letter of Warburg, Pincus Ventures, L.P., dated March 23, 1999.
99.2 Press Release of the Registrant, dated March 24, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KNOLL, INC.
By: /s/ Douglas J. Purdom
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Douglas J. Purdom
Senior Vice President and
Chief Financial Officer
Dated: March 24, 1999
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Exhibit Index
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Exhibit No. Description
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99.1 Letter of Warburg, Pincus Ventures, L.P., dated March 23, 1999.
99.2 Press Release of the Registrant, dated March 24, 1999.
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WARBURG, PINCUS VENTURES, L.P.
466 Lexington Avenue
New York, NY 10017-3147
Tel: (212) 878-0600 Fax: (212) 878-9351
Strictly Confidential
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March 23, 1999
Board of Directors
Knoll, Inc.
1235 Water Street
East Greenville, PA 18041
Dear Board of Directors:
On behalf of Warburg, Pincus Ventures, L.P. ("Warburg") and certain
members of the management ("Management") of Knoll, Inc. ("Knoll"), we are
pleased to make a proposal to acquire all outstanding shares of Knoll common
stock ("Common Stock") not owned by Warburg or Management for a cash price of
$25.00 per share. We believe this proposal, which will enable Knoll's public
stockholders to receive cash for all of their shares, is fair and beneficial to
those stockholders. Our offer represents an approximate 64% premium over the
Common Stock's closing market price on March 23, 1999 of $15.25 per share.
Consummation of the acquisition would be subject to approval by the
Board of Directors and stockholders of Knoll, as well as to the receipt of
financing, the execution of a definitive
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Board of Directors
Knoll, Inc.
March 23, 1999
Page 2
merger agreement and other conditions customary in a transaction of this type.
Upon completion of the acquisition, the Common Stock will cease to be listed on
the New York Stock Exchange and will be de-registered under the Securities
Exchange Act of 1934. We anticipate no problem in obtaining the financing
necessary to complete the transaction.
We wish to make it clear that we are not interested in selling our
interest in Knoll and that there are no prospects of a sale of a controlling
interest to a third party.
Thank you for your consideration of this proposal. Should you or your
advisors have any questions about this offer, we are prepared to provide such
further information as may be required. We look forward to your response.
Sincerely,
WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Jeffrey A. Harris
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Name: Jeffrey A. Harris
Title: Managing Director
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[Knoll letterhead]
KNOLL, INC. ANNOUNCES THAT WARBURG, PINCUS VENTURES, L.P. AND
MANAGEMENT PROPOSE TO ACQUIRE OUTSTANDING SHARES AT
$25.00 PER SHARE
EAST GREENVILLE, PA, March 24, 1999 -- The board of directors of Knoll, Inc.
(NYSE: KNL) announced today that it has received a proposal from Warburg, Pincus
Ventures, L.P. and Knoll management to acquire all of the outstanding shares of
Knoll's common stock owned by public shareholders at a price of $25.00 per
share. Warburg, Pincus and Knoll management currently own approximately 60% of
Knoll's outstanding shares.
The board also authorized the appointment of a special committee consisting of
independent members of the board of directors to consider the proposal.
Founded in 1938, Knoll is a global office furnishings manufacturer committed to
design excellence. The company's corporate headquarters is located in East
Greenville, PA.
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