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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
LANIER WORLDWIDE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
51589L10-5
(CUSIP Number)
SCOTT T. MIKUEN, ESQ.
HARRIS CORPORATION
1025 WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32919
(321) 727-9100
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 29TH, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall not be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 15 pages)
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CUSIP No. 51589L10-5 Page 2 of 15
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<TABLE>
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1 Names of Reporting Person: Harris Corporation
I.R.S. Identification No. of Above Person (entity only) 34-0276860
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2 Check the Appropriate Box if a Member of a Group* (a) [_]
(b) [_]
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3 SEC Use Only
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4 Source of Funds* OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 8,785,958
Number of Shares ------- -------------------------------------------------------------------------------
Beneficially
Owned by Each 8 Shared Voting Power -0-
Reporting Person With ------- -------------------------------------------------------------------------------
9 Sole Dispositive Power 8,785,958
------- -------------------------------------------------------------------------------
10 Shared Dispositive Power -0-
---------------------------- ------- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,785,958
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12 Check box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_]
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13 Percent of Class Represented by Amount in Row (11) [_]
10.4%
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14 Type of Reporting Person* CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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CUSIP No. 51589L10-5 Page 3 of 15
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This Statement on Schedule 13D is filed by Harris Corporation with
respect to the common stock, $.01 par value, of Lanier Worldwide, Inc., a
Delaware corporation.
The summary descriptions contained in this Schedule 13D of certain
agreements and documents are qualified in their entirety by reference to the
complete texts of such agreements and documents, filed as exhibits hereto, and
incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $.01 par value per share (the "Common Stock"), of Lanier
Worldwide, Inc., a Delaware corporation (the "Issuer"), which has its principal
executive offices at 2300 Parklake Drive, Atlanta, Georgia 30345.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Harris Corporation, a Delaware corporation
("Harris").
Harris is an international company focused on communications equipment
for voice, data and video applications. Harris structures its operations around
two segments: the Government Communications segment and the Commercial
Communications segment. The Government Communications segment designs, develops,
and produces state-of-the-art communication, information processing and
electronic systems for the defense, air traffic, aerospace, telecommunications,
and law enforcement markets. The Commercial Communications segment produces a
comprehensive line of communications equipment and systems and applications
solutions for television and radio broadcast, radio-communication, wireless
access and telecommunications.
Harris' principal business address and the address of its principal
executive offices is 1025 West NASA Boulevard, Melbourne, Florida 32919.
Schedule I to this statement lists the names, occupations and addresses
of, and other information with respect to, the directors and executive officers
of Harris (collectively, the "Individuals").
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CUSIP No. 51589L10-5 Page 4 of 15
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Neither Harris nor, to the best knowledge of Harris, any of the
Individuals has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
Neither Harris nor, to the best knowledge of Harris, any of the
Individuals has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which it or he or she was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Harris is a Delaware corporation, and each of the Individuals is a
citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Until November 5, 1999, the Issuer was a wholly-owned subsidiary of
Harris. On November 5, 1999, Harris distributed 79,068,788 shares of Common
Stock of the Issuer to the stockholders of record of Harris's common stock as of
November 1, 1999 (the "Distribution"), which shares constituted approximately
90% of the Issuer's issued and outstanding shares of Common Stock as of such
date, and retained the 8,785,958 shares of Common Stock to which this statement
relates. As a result of the Distribution, the Issuer became an independent
public company which is a reporting company under the Securities Exchange Act of
1934, as amended.
The Distribution is more fully described in the Issuer's Registration
Statement on Form 10 that was declared effective by the Securities and Exchange
Commission on October 22, 1999 (File No. 1-15139), under the Securities Exchange
Act of 1934, as amended.
This Schedule 13D relates to a Voting and Tender Agreement, dated as of
November 29, 2000 ("Voting and Tender Agreement") between Harris, Ricoh Company,
Ltd. ("Ricoh") and LW Acquisition Corp., a wholly-owned subsidiary of Ricoh
("Merger Sub"), which agreement is described in Item 4 of this Schedule 13D.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference into this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer, Ricoh and Merger Sub, entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of November 29, 2000. Pursuant to the
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CUSIP No. 51589L10-5 Page 5 of 15
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Merger Agreement, Merger Sub will offer to acquire all of the shares of Common
Stock pursuant to a tender offer (the "Tender Offer") at a price of $3.00 per
share in cash. Following completion of the Tender Offer and receipt of the
Issuer's stockholder approval, if required, the Issuer will merge (the "Merger")
with Merger Sub and each share of Common Stock not tendered in the Tender Offer
will be converted into the right to receive $3.00 in cash. As a result of the
Merger, the Issuer will become a wholly owned subsidiary of Ricoh.
The Merger Agreement provides for Ricoh to commence the Tender Offer no
later than December 13, 2000, for all of the outstanding shares of Common Stock.
The closing of the Tender Offer and Merger are subject to the completion of the
pending sale of the Issuer's voice products business and to customary terms and
conditions, including the tender of the number of shares of Common Stock that
constitute at least a majority of the outstanding shares of Common Stock on a
fully diluted basis and receipt of all necessary government approvals, including
expiration or termination of the appropriate waiting period under the
Hart-Scott-Rodino Act and approval of European Union anti-trust authorities.
This summary of certain provisions of the Merger Agreement is qualified
in its entirety by reference to the full text of the Merger Agreement which is
incorporated by reference as Exhibit 1 hereto and is incorporated by reference
in response to this Item 4.
Concurrently with the execution and delivery of the Merger Agreement,
Harris, Ricoh and Merger Sub entered into the Voting and Tender Agreement,
pursuant to which Harris agreed, among other things, to tender its shares of
Issuer Common Stock in the Tender Offer within ten (10) business days following
the commencement of the Tender Offer (or, if later, five (5) business days
following Harris' receipt of the applicable Tender Offer documents).
The Voting and Tender Agreement also provides that Harris shall not,
subject to applicable law, withdraw the tender of the Issuer Common Stock,
except if (a) Ricoh or Merger Sub amend the Tender Offer without Harris' consent
or reduce the price per share below $3.00 net to the seller in cash, (b) Harris
is prohibited by a governmental authority from tendering the Issuer Common
Stock, or (c) the Issuer's Board of Directors has not recommended to the
stockholders of the Issuer, or has withdrawn its recommendation, that the
stockholders tender their shares pursuant to the Tender Offer and approve the
Merger Agreement and the subsequent Merger. In addition, the Voting and Tender
Agreement provides that Harris shall not transfer, sell, give, assign,
hypothecate, pledge, encumber, grant a security interest in, or otherwise
dispose or transfer (whether by operation of law or by agreement or otherwise)
any of its Issuer Common Stock or any right,
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CUSIP No. 51589L10-5 Page 6 of 15
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title, or interest therein or thereto or enter into any contract, option or
other agreement with respect to any of the foregoing.
In the Voting and Tender Agreement Harris has made customary
representations and warranties to Ricoh and Merger Sub including a
representation and warranty relating to Harris' title to the Issuer Common Stock
owned by it. Ricoh and Merger Sub have also made customary representations and
warranties to Harris.
In the Voting and Tender Agreement Harris also agreed that, at any
meeting of the stockholders of the Issuer and in any action by consent of the
stockholders of the Issuer, Harris will vote its Issuer Common Stock in a manner
consistent with Section 2.01(b) of the Registration Rights Agreement (as defined
below) which agreement provides that Harris will vote its Issuer Common Stock
proportionally to the votes of all of the other voting shares of the Issuer.
The Voting and Tender Agreement contains various covenants of Harris,
including the following:
(a) Harris will not enter into any agreement or grant a proxy or power
of attorney with respect to its Issuer Common Stock that is inconsistent with
the Voting and Tender Agreement.
(b) Harris shall not by any action or omission cause any security
interests, liens, claims, pledges, charges, encumbrances, options, rights of
first refusal, or agreements or limitations on its voting rights to attach to
its Issuer Common Stock.
(c) Harris shall not and shall not authorize or permit any of its
subsidiaries, controlled affiliates, officers, directors, partners, employees,
agents or representatives (including without limitation any investment bankers,
financial advisors, attorneys or accountants) to, directly or indirectly,
encourage, solicit, participate in or initiate discussions or negotiate with, or
provide any information to any person or group (other than Ricoh) concerning any
Acquisition Proposal (as defined in the voting and Tender Agreement) or make a
public announcement in support of any Acquisition Proposal or that encourages
stockholders of the Issuer not to support the Tender Offer and the Merger.
(d) Harris shall immediately advise Ricoh in writing of any Acquisition
Proposal that it receives and provide Ricoh with any such proposal, if the
proposal is in writing, or with a written summary of any oral proposal.
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CUSIP No. 51589L10-5 Page 7 of 15
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(e) Harris waives any rights of appraisal or rights to dissent from the
Merger that it may have under the provisions of the applicable Delaware
corporate law or otherwise.
The Voting and Tender Agreement will terminate upon the earliest of (i)
the effective time of the Merger, (ii) the termination of the Merger Agreement
in accordance with its terms, (iii) the termination of the Voting and Tender
Agreement at the written election of Harris in the event that Harris is entitled
to decline or withdraw tender of its Issuer Common Stock under the agreement,
and (iv) by written notice given by Harris to Ricoh if the Tender Offer has not
been effected by the 120th day following November 29, 2000.
This summary of the Voting and Tender Agreement is qualified in its
entirety by reference to the full text of the Voting and Tender Agreement which
is filed as Exhibit 2 hereto and is incorporated by reference in response to
this Item 4.
Concurrently with the execution and delivery of the Merger Agreement
and the Voting and Tender Agreement, Harris, Ricoh and the Issuer also entered
into a Letter Agreement (the "Letter Agreement") which provides that (i) Harris
waives certain provisions of Section 2.04(b) of the Tax Disaffiliation
Agreement, dated as of November 5, 1999, between Harris and the Issuer (the "Tax
Agreement") as such section relates to the Issuer's negotiation of the Merger
Agreement and the consummation of the Merger by the Issuer, and (ii) that the
negotiation and consummation of the Merger Agreement and the transactions
contemplated thereby (including the Voting and Tender Agreement) would not be
deemed impermissible Harris Tainting Acts (as such term is defined in the Tax
Agreement). Generally, Tainting Acts are acts which could, if undertaken, in
certain circumstances result in the Distribution resulting in a gain to Harris
for tax purposes.
This summary of the Letter Agreement is qualified in its entirety by
reference to the full text of the Letter Agreement which is filed as Exhibit 3
hereto and is incorporated by reference in response to this Item 4.
The discussion of the Tax Agreement is qualified in its entirety by
reference to the full text of the Tax Agreement which is incorporated as Exhibit
4 hereto and is incorporated by reference in response to this Item 4.
Harris has no present plan or proposal that would relate to or result
in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon completion of any of
the actions set forth herein.
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CUSIP No. 51589L10-5 Page 8 of 15
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
---------------------------------------------
Harris directly and beneficially owns 8,785,958 shares, or
approximately 10.4%, of the outstanding Common Stock of the Issuer on the date
hereof. Harris possesses sole voting and dispositive power over the shares
beneficially owned by it.
The beneficial ownership of Common Stock by the Individuals is set
forth on Schedule I to this Schedule 13D.
Except as described in Item 4 hereof and as shown on Schedule I hereto,
neither Harris nor, to the best knowledge of Harris, any of the Individuals has
effected other transactions in the securities of the Issuer in the last sixty
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference into this Item 6.
In connection with the Distribution, Harris and the Issuer entered into
a Registration Rights Agreement dated November 5, 1999 (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, among other things,
(i) the Issuer granted Harris certain rights to have its shares of Common Stock
registered under the Securities Act of 1933, as amended, and under applicable
state securities laws and (ii) Harris agreed on any matter subject to a vote of
stockholders of the Issuer to vote or cause to be voted all of the shares of
Common Stock beneficially owned by it in proportion to the aggregate votes cast
by other stockholders of Issuer entitled to vote on such matter.
This summary of the Registration Rights Agreement is qualified in its
entirety by reference to the full text of the Registration Rights Agreement
which is incorporated as Exhibit 5 hereto and is incorporated by reference in
response to this Item 6.
Except as described in Item 4 hereof or in this Item 6, neither Harris
nor, to the best knowledge of Harris, any of the Individuals, has any other
contracts, arrangements, understandings or relationships with any persons with
respect to any securities of the Issuer.
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CUSIP No. 51589L10-5 Page 9 of 15
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated as of November
29, 2000 among Lanier Worldwide, Inc., Ricoh
Company, Ltd. and LW Acquisition Corp.
(incorporated herein by reference to Exhibit (d)(1)
to the Schedule TO filed by LW Acquisition
Corp., an indirect wholly-owned subsidiary of Ricoh
Company, Ltd. with the Securities and Exchange
Commission on December 8, 2000).
Exhibit 2 Voting and Tender Agreement, dated as of November 29,
2000 among Harris Corporation, Ricoh Company, Ltd.
and LW Acquisition Corp.
Exhibit 3 Letter Agreement, dated November 29, 2000, among
Harris Corporation, Ricoh Company, Ltd. and Lanier
Worldwide, Inc.
Exhibit 4 Tax Disaffiliation Agreement, dated as of November
5, 1999, between Lanier Worldwide, Inc. and Harris
Corporation, incorporated herein by reference to
Exhibit 2.2 to Harris' Current Report on Form 8-K
filed with the Securities and Exchange Commission on
November 19, 1999 (date of earliest event reported
being November 5, 1999).
Exhibit 5 Registration Rights Agreement, dated as of November
5, 1999, between Lanier Worldwide, Inc. and Harris
Corporation, incorporated herein by reference to
Exhibit 2.5 to Harris' Current Report on Form 8-K
filed with the Securities and Exchange Commission on
on November 19, 1999 (date of earliest event reported
being November 5, 1999).
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CUSIP No. 51589L10-5 Page 10 of 15
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 8, 2000
HARRIS CORPORATION
By /s/ Richard L. Ballantyne
-------------------------------------
Name: Richard L. Ballantyne
Title: Vice President -- General Counsel
and Secretary
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CUSIP No. 51589L10-5 Page 11 of 15
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF HARRIS
IDENTITY AND BACKGROUND;
BENEFICIAL OWNERSHIP OF COMMON STOCK
<TABLE>
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POSITION WITH HARRIS NO. OF
NAME AND BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION SHARES(1)
--------------------------------------- -------------------------------------------------- ----------------
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DIRECTORS
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Phillip W. Farmer* Chairman, President and Chief Executive Officer, 240,762
1025 West NASA Blvd. Harris Corporation
Melbourne, FL 32919
Alfred C. DeCrane, Jr. Director 2,155
Two Greenwich Plaza, Suite 300 Retired Chairman and Chief Executive Officer,
Greenwich, CT 06836 Texaco Inc.
Ralph D. DeNunzio Director 6,000
375 Park Avenue President, Harbor Point Associates, Inc.
Suite 2602
New York, NY 10152
Joseph L. Dionne Director 50,000
198 North Wilton Road Retired Chairman and Chief Executive Officer,
New Canaan, CT 06840 The McGraw-Hill Companies, Inc.
John T. Hartley Director 37,622 (2)
1025 West NASA Blvd. Retired Chairman and Chief Executive Officer,
Melbourne, FL 32919 Harris Corporation
</TABLE>
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* Also an Executive Officer
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CUSIP No. 51589L10-5 Page 12 of 15
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<TABLE>
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Karen Katen Director
235 E. 42nd Street Executive Vice President, Pfizer Pharmaceuticals 5,000
15th Floor Group;
New York, NY 10017 President, U.S. Pharmaceuticals Group
Stephen P. Kaufman Director -0-
25 Hub Drive Chairman of the Board, Arrow Electronics, Inc.
Melville, NY
11747-3509
Gregory T. Swienton Director -0-
3600 N.W. 82nd Street President and Chief Executive Officer, Ryder
Miami, FL 33166 System, Inc.
Alexander B. Trowbridge Director -0-
1317 F. Street N.W. President, Trowbridge Partners
Suite 500
Washington, DC 20004
OFFICERS
--------
Bruce M. Allan President, Broadcast Communications Division 3,882
Harris Broadcast Communications Div. (owned jointly
4393 Digital Way with spouse)
Mason, OH 45040
Richard L. Ballantyne Vice President - General Counsel and Secretary 64,026
Harris Corporation
1025 West NASA Blvd.
Melbourne, FL 32919
James L. Christie Vice President - Controller 8,060
Harris Corporation (shares ownership
1025 West NASA Blvd. of 4,299 shares)
Melbourne, FL 32919
</TABLE>
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CUSIP No. 51589L10-5 Page 13 of 15
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Allen E. Dukes President, Microwave Communications Division 6,040(3)
Harris Microwave Communications Div.
330 Twin Dolphin Drive
Redwood Shores, CA
94065-1421
Nick E. Heldreth Vice President - Human Resources and Corporate 27,851
Harris Corporation Relations (12,736 of
1025 West NASA Blvd. which are
Melbourne, FL 32919 owned jointly
with spouse)
Robert K. Henry President, Government Communications Systems -0-
Harris Government Communications Division
Systems Div.
2400 NE Palm Bay Road
Palm Bay, FL 32905
Chester A. Massari President, RF Communications Division 8,638
Harris RF Communications Div. (owned jointly
1680 University Avenue with spouse)
Rochester, NY 14610
Daniel R. Pearson President, Network Support Division 2,102
Harris Network Support Div.
1025 West NASA Blvd.
Melbourne, FL 32919
Bryan R. Roub Senior Vice President and Chief Financial Officer 106,500
Harris Corporation (100,000 of
1025 West NASA Blvd. which are
Melbourne, FL 32919 jointly owned
with spouse
and 2,900 of
which are owned
by spouse)
Ronald R. Spoehel Vice President - Corporate Development 20,396
Harris Corporation (10,200 of
1025 West NASA Blvd. which are
Melbourne, FL 32919 owned jointly
with spouse)
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CUSIP No. 51589L10-5 Page 14 of 15
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David S. Wasserman Vice President - Treasurer 54,800(4)
Harris Corporation
1025 West NASA Blvd.
Melbourne, FL 32919
</TABLE>
(1) Unless otherwise noted, the listed person possesses sole voting and
dispositive power with respect to the shares listed and acquired the shares with
personal funds or pursuant to a tax free distribution of such shares on November
5, 1999, in respect of shares of Harris common stock owned on November 1, 1999.
(2) Includes 3,000 shares held by Mr. Hartley's spouse for which he
disclaims beneficial ownership.
(3) Includes 40 shares held by Mr. Duke's spouse for which he disclaims
beneficial ownership.
(4) Includes 3,000 shares held by Mr. Wasserman's spouse for which he
disclaims beneficial ownership.
TRANSACTIONS IN COMMON STOCK
WITHIN THE PAST 60 DAYS
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PURCHASE OR PRICE PER
NAME SALE(1) DATE NO. OF SHARES SHARE
<S> <C> <C> <C> <C>
Robert K. Henry Sale 12/4/00 5,250 $2.625
</TABLE>
(1) Unless otherwise noted, the purchases and sales listed were
effected in market transactions.
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CUSIP No. 51589L10-5 Page 15 of 15
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EXHIBIT LIST
Exhibit 1 Agreement and Plan of Merger, dated as of November
29, 2000 among Lanier Worldwide, Inc., Ricoh Company,
Ltd. and LW Acquisition Corp. (incorporated herein
by reference to Exhibit (d)(1) to the Schedule TO
filed by LW Acquisition Corp., an indirect
wholly-owned subsidiary of Ricoh Company, Ltd. with
the Securities and Exchange Commission on December
8, 2000).
Exhibit 2 Voting and Tender Agreement, dated as of November 29,
2000 among Harris Corporation, Ricoh Company, Ltd.
and LW Acquisition Corp.
Exhibit 3 Letter Agreement, dated November 29, 2000, among
Harris Corporation, Ricoh Company, Ltd. and Lanier
Worldwide, Inc.
Exhibit 4 Tax Disaffiliation Agreement, dated as of November 5,
1999, between Lanier Worldwide, Inc. and Harris
Corporation, incorporated herein by reference to
Exhibit 2.2 to Harris' Current Report on Form 8-K
filed with the Securities and Exchange Commission on
November 19, 1999 (date of earliest event reported
being November 5, 1999).
Exhibit 5 Registration Rights Agreement, dated as of November
5, 1999, between Lanier Worldwide, Inc. and Harris
Corporation, incorporated herein by reference to
Exhibit 2.5 to Harris' Current Report on Form 8-K
filed with the Securities and Exchange Commission on
November 19, 1999 (date of earliest event reported
being November 5, 1999).
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CUSIP No. 51589L10-5
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Exhibit 2
VOTING AND TENDER AGREEMENT
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================================================================================
VOTING AND TENDER AGREEMENT
by and among
HARRIS CORPORATION,
RICOH COMPANY LTD.
and
LW ACQUISITION CORP.
Dated as of November 29, 2000
<PAGE> 18
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TABLE OF CONTENTS
Page
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<S> <C>
VOTING AND TENDER AGREEMENT..............................................................................1
ARTICLE I DEFINITIONS..........................................................................1
ARTICLE II AGREEMENT OF PRINCIPAL STOCKHOLDER TO TENDER AND TO VOTE.............................2
Section 2.1 Tender Agreement.....................................................................2
Section 2.2 Voting Agreement.....................................................................3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER..........................3
Section 3.1 Authority Relative to This Agreement.................................................3
Section 3.2 No Conflict(a).......................................................................3
Section 3.3 Title to the Shares..................................................................4
Section 3.4 No Finder's Fee......................................................................4
ARTICLE IV COVENANTS OF THE PRINCIPAL STOCKHOLDER...............................................4
Section 4.1 No Inconsistent Agreements...........................................................4
Section 4.2 No Encumbrances......................................................................4
Section 4.3 No Solicitation......................................................................5
Section 4.4 Waiver of Appraisal Rights...........................................................5
Section 4.5 Commercially Reasonable Efforts......................................................5
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY.......................5
Section 5.1 Authority Relative to This Agreement.................................................5
Section 5.2 No Conflict..........................................................................6
ARTICLE VI MISCELLANEOUS........................................................................6
Section 6.1 Termination..........................................................................6
Section 6.2 Non-Survival.........................................................................6
Section 6.3 Specific Performance.................................................................7
Section 6.4 Headings.............................................................................7
Section 6.5 Entire Agreement.....................................................................7
Section 6.6 Amendment............................................................................7
Section 6.7 Severability.........................................................................7
Section 6.8 Governing Law........................................................................7
Section 6.9 Jurisdiction.........................................................................7
Section 6.10 Waiver of Jury Trial.................................................................8
Section 6.11 Counterparts.........................................................................8
Section 6.12 Successors and Assigns...............................................................8
Section 6.13 Notices..............................................................................8
</TABLE>
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VOTING AND TENDER AGREEMENT
VOTING AND TENDER AGREEMENT, dated as of November 29, 2000
(this "AGREEMENT"), between HARRIS CORPORATION, a Delaware corporation (the
"PRINCIPAL STOCKHOLDER"), RICOH COMPANY LTD., a Japanese corporation ("PARENT"),
and LW ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary
of Parent ("MERGER SUBSIDIARY").
WHEREAS, Lanier Worldwide, Inc., a Delaware corporation (the
"COMPANY"), Parent and Merger Subsidiary are entering into an Agreement and Plan
of Merger, dated as of the date hereof (as amended from time to time in
accordance with its terms, the "MERGER AGREEMENT"), which provides for, among
other things, an offer to purchase by Merger Subsidiary all of the issued and
outstanding shares of common stock, par value $0.01 per share, of the Company
(the "COMMON SHARES"), including the associated rights ("RIGHTS") to purchase
shares of Participating Preferred Stock, $.01 par value per share, issued
pursuant to the Company Rights Plan (the Common Shares, together with the
Rights, are hereinafter referred to as the "COMPANY SHARES"), followed by the
merger of Merger Subsidiary with and into the Company (the "MERGER"), with the
Company surviving the Merger;
WHEREAS, as of the date hereof, the Principal Stockholder owns
8,785,958 Company Shares; and
WHEREAS, as a condition to the willingness of Parent and
Merger Subsidiary to enter into the Merger Agreement, each of Parent and Merger
Subsidiary has requested that the Principal Stockholder agree, and the Principal
Stockholder has agreed, to enter into this Agreement with respect to (a) all of
the Company Shares now owned and which may hereafter be acquired (whether by
means of purchase, dividend, distribution or in any other way) by the Principal
Stockholder (collectively, the "SHARES") and (b) certain other matters as set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to them in the Merger Agreement as in
effect on the date hereof.
<PAGE> 20
2
ARTICLE II
AGREEMENT OF PRINCIPAL STOCKHOLDER TO TENDER AND TO VOTE
Section 2.1 TENDER AGREEMENT. (a)(i) The Principal Stockholder shall
validly tender for sale to Merger Subsidiary, pursuant to the terms of the Offer
and Rule 14d-2 under the Exchange Act, no later than the tenth business day
after commencement of the Offer or, if later, the fifth business day following
receipt of the applicable Offer Documents, the Company Shares then owned of
record or beneficially by the Principal Stockholder and (ii) except as provided
in clause (a)(i) above, during the time this Agreement is in effect, the
Principal Stockholder shall not transfer, sell, give, assign, hypothecate,
pledge, encumber, grant a security interest in, enter into any contract, option
or other agreement or understanding with respect to, or otherwise dispose of
(whether by operation of law or by agreement or otherwise), any Company Shares,
or any right, title or interest therein or thereto. The Principal Stockholder
hereby acknowledges and agrees that Parent's and Merger Subsidiary's obligation
to accept for payment and pay for the Company Shares in the Offer, including all
Company Shares beneficially owned by the Principal Stockholder, is subject to
the terms and conditions of the Offer and the Merger Agreement.
(b) The Principal Stockholder shall not, subject to applicable law,
withdraw the tender of its Company Shares effected in accordance with the
foregoing paragraph (a); provided, however, the Principal Stockholder may
decline to tender, or may withdraw, any and all of such Company Shares, if (i)
without the prior written consent of the Principal Stockholder, Parent and/or
Merger Subsidiary shall amend the Offer to (A) reduce the price per share to be
paid to less than $3.00 per share, net to the seller in cash, (B) reduce the
number of Common Shares subject to the Offer, (C) change the form of
consideration payable in the Offer, or (D) amend or modify any term or condition
of the Offer in a manner adverse to the stockholders of the Company; (ii) any
governmental entity shall have issued a final, nonappealable order, decree or
ruling or taken any other action permanently restraining, enjoining, or
otherwise prohibiting, the Principal Stockholder from tendering Company Shares;
or (iii) the Company's board of directors has not recommended to stockholders of
the Company, or has withdrawn its recommendation, that such stockholders accept
the Offer and tender their Company Shares pursuant to the Offer and approve and
adopt the Merger Agreement and Merger.
(c) The Principal Stockholder hereby permits Parent and Merger
Subsidiary to publish and disclose in the Offer Documents and, if approval of
the Company's stockholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC) its identity and
ownership of the Company Shares and the nature of its commitments, arrangements
and undertakings under this Agreement, subject to providing a copy of such
disclosure to the Principal Stockholder and considering any reasonable comments
thereon provided by the Principal Stockholder.
<PAGE> 21
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Section 2.2 VOTING AGREEMENT. The Principal Stockholder hereby agrees
that during the time this Agreement is in effect, at any meeting of the
stockholders of the Company, however called, and in any action by consent of the
stockholders of the Company, the Principal Stockholder shall vote its Company
Shares in a manner consistent with Section 2.01(b) of the Registration Rights
Agreement, dated November 5, 1999, between Principal Stockholder and the
Company, as the same is in effect on the date hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE PRINCIPAL STOCKHOLDER
The Principal Stockholder hereby represents and warrants to Parent and
Merger Subsidiary as follows:
Section 3.1 AUTHORITY RELATIVE TO THIS AGREEMENT. The Principal
Stockholder has all necessary corporate power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by the Principal Stockholder and the consummation by the Principal
Stockholder of the transactions contemplated hereby have been duly and validly
authorized by the Principal Stockholder, and no other proceedings on the part of
the Principal Stockholder are necessary to authorize this Agreement or to
consummate such transactions. This Agreement has been duly and validly executed
and delivered by the Principal Stockholder and, assuming the due authorization,
execution and delivery by Parent and Merger Subsidiary, constitutes a legal,
valid and binding obligation of the Principal Stockholder, enforceable against
the Principal Stockholder in accordance with its terms.
Section 3.2 NO CONFLICT. (a) The execution and delivery of this
Agreement by the Principal Stockholder do not, and the performance of this
Agreement by the Principal Stockholder shall not, (i) conflict with or violate
the organizational documents of the Principal Stockholder, (ii) conflict with or
violate any law, rule, regulation, order, judgment or decree applicable to the
Principal Stockholder or by which the Shares are bound or affected or (iii)
result in any breach of or constitute a default (or an event that with notice or
lapse or time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Company Shares pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Principal
Stockholder is a party or by which the Principal Stockholder or the Company
Shares are bound or affected, except, in the case of clauses (ii) and (iii), for
any such conflicts, violations, breaches, defaults or other occurrences which
would not prevent or delay the performance by the Principal Stockholder of its
obligations under this Agreement.
<PAGE> 22
4
(b) The execution and delivery of this Agreement by the Principal
Stockholder do not, and the performance of this Agreement by the Principal
Stockholder shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any court or arbitrator or any
Governmental Entity except for (i) applicable requirements, if any, of the HSR
Act and the Exchange Act, (ii) any requirements imposed solely as a result of
the fact that Parent is not incorporated in the United States and (iii) except
where the failure to obtain such consents, approvals, authorizations or permits,
or to make such filings or notifications, would not prevent or delay the
performance by the Principal Stockholder of its obligations under this
Agreement.
Section 3.3 TITLE TO THE SHARES. As of the date hereof, the Principal
Stockholder is the record and beneficial owner of 8,785,958 Company Shares. Such
Company Shares are all of the securities of the Company owned, either of record
or beneficially, by the Principal Stockholder and the Principal Stockholder owns
no other rights or interests exercisable for or convertible into any securities
of the Company. The Company Shares are owned free and clear of all security
interests, liens, claims, pledges, options, rights of first refusal, agreement,
limitations on the Principal Stockholder's voting rights (other than the
Registration Rights Agreement, dated November 5, 1999, between the Company and
the Principal Stockholder), charges and other encumbrances of any nature
whatsoever. The Principal Stockholder has not appointed or granted any proxy,
which appointment or grant is still effective, with respect to the Company
Shares, except in connection with the 2000 Annual Meeting of the Company. Upon
purchase of the Company Shares by Merger Subsidiary, Merger Subsidiary will at
the time of such purchase deliver to Merger Subsidiary good and valid title to
the Company Shares, free and clear of any lien, charge, encumbrance or similar
claim of whatever nature.
Section 3.4 NO FINDER'S FEE. No broker, investment banker, financial
advisor or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of the
Principal Stockholder.
ARTICLE IV
COVENANTS OF THE PRINCIPAL STOCKHOLDER
Section 4.1 NO INCONSISTENT AGREEMENTS. The Principal Stockholder
hereby covenants and agrees that, except as contemplated by this Agreement, the
Principal Stockholder shall not enter into any agreement or grant a proxy or
power of attorney with respect to the Company Shares which is inconsistent with
this Agreement.
Section 4.2 NO ENCUMBRANCES. The Principal Stockholder hereby covenants
and agrees that the Principal Stockholder shall not by any action or omission
cause any security interests, liens, claims, pledges, charges, encumbrances,
options, rights of first refusal, agreements or limitations on the Principal
Stockholder's voting rights, to
<PAGE> 23
5
attach to the Company Shares to be tendered to Merger Subsidiary pursuant to
Section 2.1.
Section 4.3 NO SOLICITATION. The Principal Stockholder hereby agrees
that it shall not (and shall cause its Subsidiaries, controlled Affiliates,
officers, directors, partners, employees and, to the extent acting on its
behalf, its representatives and agents, including, but not limited to,
investment bankers, attorneys and accountants, not to) directly or indirectly,
encourage, solicit, participate in or initiate discussions or negotiate with, or
provide any information to, any Person or group (other than Parent) concerning
any Acquisition Proposal, or make a public announcement in support of any
Acquisition Proposal or that encourages stockholders of the Company not to
support the Offer and the Merger. From and after the execution of this Agreement
and while this Agreement is in effect, the Principal Stockholder shall
immediately advise Parent in writing upon the receipt, directly or indirectly,
of any inquiries, discussions, negotiations or proposals relating to an
Acquisition Proposal, identify the offeror and furnish to Parent a copy of any
such proposal or inquiry, if it is in writing, or a written summary of any oral
proposal or inquiry relating to an Acquisition Proposal. The Principal
Stockholder shall promptly advise Parent of any development relating to such
proposal.
Section 4.4 WAIVER OF APPRAISAL RIGHTS. The Principal Stockholder
hereby waives any rights of appraisal or rights to dissent from the Merger that
it may have under the DGCL or otherwise.
Section 4.5 COMMERCIALLY REASONABLE EFFORTS. The Principal Stockholder
shall promptly consult with Parent and use commercially reasonable efforts to
provide any necessary information and material with respect to all filings made
by the Principal Stockholder with any Governmental Entity in connection with
this Agreement and the Merger Agreement and the transactions contemplated hereby
and thereby. Parent acknowledges that the Principal Stockholder will file an
amendment to Schedule 13D or 13G in connection with this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF PARENT AND MERGER SUBSIDIARY
Parent and Merger Subsidiary hereby represent and warrant to the
Principal Stockholder as follows:
Section 5.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent and
Merger Subsidiary has all necessary power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Parent and Merger Subsidiary and the consummation by Parent and Merger
Subsidiary of the transactions contemplated hereby have been duly and validly
authorized by Parent and Merger Subsidiary, and no other proceedings on the part
of Parent or Merger Subsidiary
<PAGE> 24
6
are necessary to authorize this Agreement or to consummate such transactions.
This Agreement has been duly and validly executed and delivered by Parent and
Merger Subsidiary and, assuming the due authorization, execution and delivery by
the Principal Stockholder, constitutes a legal, valid and binding obligation of
Parent and Merger Subsidiary, enforceable against them in accordance with its
terms.
Section 5.2 NO CONFLICT. (a) The execution and delivery of this
Agreement by each of Parent and Merger Subsidiary do not, and the performance of
this Agreement by each of Parent and Merger Subsidiary shall not, (i) conflict
with or violate the organizational documents of the Parent or Merger Subsidiary,
(ii) conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to the Parent or Merger Subsidiary or (iii) result in any
breach of or constitute a default (or an event that with notice or lapse or time
or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of any material note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Parent or Merger Subsidiary is a
party or by which Parent or Merger Subsidiary is bound or affected, except, in
the case of clauses (ii) and (iii), for any such conflicts, violations,
breaches, defaults or other occurrences which would not prevent or delay the
performance by the Parent or Merger Subsidiary of its obligations under this
Agreement or the Merger Agreement.
(b) The execution and delivery of this Agreement by each of Parent and
Merger Subsidiary do not, and the performance of this Agreement by each of
Parent and Merger Subsidiary shall not, require any consent, approval,
authorization or permit of, or filing with or notification to, any court or
arbitrator or any Governmental Entity except for applicable requirements, if
any, of the HSR Act and the Exchange Act and except where the failure to obtain
such consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by the Parent or
Merger Subsidiary of its obligations under this Agreement or the Merger
Agreement.
ARTICLE VI
MISCELLANEOUS
Section 6.1 TERMINATION. This Agreement shall terminate upon the
earlier of (i) the Effective Time; (ii) the termination of the Merger Agreement
in accordance with its terms; (iii) the termination of the Agreement at the
written election of the Principal Stockholder in the event the Principal
Stockholder is entitled to decline to tender or withdraw Company Shares pursuant
to the proviso contained in Section 2.1(b) of this Agreement; and (iv) by
written notice given by the Principal Stockholder to the Parent if the Offer has
not been effected by the 120th day following the date hereof.
Section 6.2 NON-SURVIVAL. The representations and warranties made
herein shall terminate upon the Principal Stockholder's sale of the Shares to
Merger
<PAGE> 25
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Subsidiary in the Offer, other than the Principal Stockholder's representations
in Sections 3.3 and 3.4, which shall survive the sale of the Shares.
Section 6.3 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event that the provisions of this
Agreement are not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
Section 6.4 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 6.5 ENTIRE AGREEMENT. This Agreement, together with the
Confidentiality Agreement, September 28, 2000, by and among Parent and Principal
Stockholder, constitute the entire agreement among Parent, Merger Subsidiary and
the Principal Stockholder with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
Parent, Merger Subsidiary and the Principal Stockholder with respect to the
subject matter hereof and thereof.
Section 6.6 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
Section 6.7 SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated.
Section 6.8 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state.
Section 6.9 JURISDICTION. Each party to this Agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this Agreement or any agreements or transactions contemplated hereby
shall be brought in the courts of the State of Delaware and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum. Each party hereby irrevocably consents to the
service of process of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or
<PAGE> 26
8
certified mail, postage prepaid, to the address set forth or referred to in
Section 6.13, such service to become effective 10 days after such mailing.
Section 6.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 6.11 COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
Section 6.12 SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto (and which transfer shall not
relieve the Principal Stockholder of its obligations hereunder in the event of a
breach by its transferee).
Section 6.13 NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including telecopy or similar writing)
and shall be given,
if to Parent or Merger Subsidiary, to:
15-5, Minami-Aoyami 1-Chome
Minato-ku, Tokyo 107-8544, Japan
Telephone: (81) 3-5411-4654
Telecopy: (81) 3-5411-4661
Attention: Yukio Mizutani
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
Telephone: (212) 373-3000
Telecopy: (212) 757-3990
Attention: Marc E. Perlmutter, Esq.
<PAGE> 27
9
if to the Principal Stockholder, to:
Harris Corporation
1025 West Nasa Boulevard
Melbourne, Florida 32919
Telephone: 321-727-9100
Telecopy: 321-727-9625
Attention: Corporate Secretary
with a copy to:
Harris Corporation
1025 West Nasa Boulevard
Melbourne, Florida 32919
Telephone: 321-727-9125
Telecopy: 321-727-9234
Attention: Scott T. Mikuen, Esq.
or such other address or telecopy number as such party may hereafter specify for
the purpose by notice to the other parties hereto given in accordance with this
Section 6.13. Each such notice, request or other communication shall be
effective when delivered at the address specified in this Section 6.13.
<PAGE> 28
10
IN WITNESS WHEREOF, the Principal Stockholder, Parent and
Merger Subsidiary have caused this Agreement to be duly executed as of the date
hereof.
HARRIS CORPORATION
By: /s/ David S. Wasserman
-----------------------------
Name: David S. Wasserman
Title: Vice President - Treasurer
RICOH COMPANY LTD.
By: /s/ M. Takeiri
-----------------------------
Name: Masami Takeiri
Title: Managing Director and Executive
Vice President
LW ACQUISITION CORP.
By: /s/ M. Takeiri
-----------------------------
Name: Masami Takeiri
Title: President
<PAGE> 29
EXHIBIT 3
LETTER AGREEMENT
<PAGE> 30
[Letterhead of Harris]
November 29, 2000
Lanier Worldwide, Inc.
2300 Parklake Drive, N.E.
Atlanta, GA 30345
We refer to the Tax Disaffiliation Agreement, dated as of November 5,
1999, between Harris Corporation, a Delaware corporation ("Harris"), and Lanier
Worldwide, Inc., a Delaware corporation ("Lanier"), (the "Tax Agreement"). This
agreement is being made in connection with the Merger Agreement ("Merger
Agreement"), dated November 29, 2000, among Ricoh Company, Ltd., a Japanese
corporation ("Ricoh"), LW Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Ricoh ("Merger Sub"), and Lanier, relating to the merger of
Merger Sub with and into Lanier (the "Merger").
Harris and Lanier hereby agree that:
1. Notwithstanding Section 2.04(b) of the Tax Agreement, Harris hereby
waives the provisions of the first sentence of such Section as it relates to the
negotiation of the Merger Agreement and the consummation of the Merger.
2. For purposes of the Tax Agreement, Lanier acknowledges and agrees
that the negotiation, execution and delivery of the Merger Agreement and the
Voting and Tender Agreement dated as of November 29, 2000, and the consummation
of the transactions contemplated by such Agreements, and any participation of
Harris in connection with such events, will never constitute or be deemed to
constitute Harris Tainting Acts (as defined in the Tax Agreement), although such
events might constitute Lanier Tainting Acts.
Both parties hereby agree to and accept the terms and conditions of
this letter agreement and agree to be bound by the terms hereof by their
execution of this letter agreement by their respective authorized
representative.
<PAGE> 31
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Except as expressly set forth in this letter, there are no other
amendments or modifications to the Tax Agreement or any other agreement or
instrument entered into by Lanier and Harris in connection with the Distribution
(as defined in the Tax Agreement).
Sincerely,
HARRIS CORPORATION
By: /s/ David S. Wasserman
------------------------
Name: David S. Wasserman
Title: Vice President, Treasurer
Accepted and Agreed to on this 29th day of November, 2000.
LANIER WORLDWIDE, INC.
By: /s/ Wesley E. Cantrell
------------------------
Name: Wesley E. Cantrell
Title: Chief Executive Officer
Acknowledged on this
29th day of November, 2000
RICOH COMPANY, LTD.
By: /s/ Masami Takeiri
--------------------
Name: Masami Takeiri
Title: Managing Director and Executive
Vice President
