<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
KINNARD INVESTMENTS, INC.
(Name of Subject Company [Issuer])
SW ACQUISITION, INC.
(Bidder)
COMMON STOCK $.02 PAR VALUE
(Title of Class of Securities)
497059105
(CUSIP Number of Class of Securities)
ELDON C. MILLER
SW ACQUISITION, INC.
5500 WAYZATA BOULEVARD, SUITE 800
MINNEAPOLIS, MN 55416
(612) 542-6000
(Name, Address and Telephone numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
ALBERT A. WOODWARD, ESQ.
DANIEL R. KELLY, ESQ.
MAUN & SIMON, PLC
2000 MIDWEST PLAZA BUILDING WEST
801 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
(612) 904-7400
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------- ------------------------------------------------
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
- ------------------------------------------------------------------- ------------------------------------------------
<S> <C>
$43,313,720.00 $541.42
- ------------------------------------------------------------------- ------------------------------------------------
</TABLE>
(1) Estimated for purposes of calculating the filing fee only. The calculation
is based on the purchase of an aggregate of 5,414,215 shares of Kinnard
Investments, Inc., which (i) includes 4,895,415 shares of currently
outstanding shares of Kinnard common stock as of November 4, 1999 as
disclosed in Kinnard's Form 10-Q for the quarter ended September 30, 1999;
(ii) includes 730,700 shares of Kinnard's common stock subject to
outstanding options as of December 31, 1998 as disclosed in Kinnard's Form
10-K dated March 24, 1999; and (iii) excludes 211,900 shares of common
stock owned directly or indirectly by the bidder.
(2) Calculated based upon 1/50 of 1% of the increase of the value of the
transaction.
|_| 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 filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
</TABLE>
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(Continued on following page(s))
Page 1 of 5 Pages
<PAGE> 2
SCHEDULE 14D-1
<TABLE>
<CAPTION>
(CUSIP NO. OF CLASS OF SECURITIES) Page 2 of 8 Pages
497059105
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Name of reporting person: SW Acquisition, Inc.
I.R.S. Identification Nos. of above persons (entities only)
41-1956110
- -------------------------------------------------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions).
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------------------------------------------------
(3) SEC use only
- -------------------------------------------------------------------------------------------------------------------------
(4) Source of funds (see instructions)
AF
- -------------------------------------------------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f).
[ ]
- -------------------------------------------------------------------------------------------------------------------------
(6) Citizenship or place of organization
Minnesota
- -------------------------------------------------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person.
211,900
- -------------------------------------------------------------------------------------------------------------------------
(8) Check if the aggregate amount in Row (7) excludes certain shares (see instructions).
[ ]
- -------------------------------------------------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7).
4.3%
- -------------------------------------------------------------------------------------------------------------------------
(10) Type of reporting person (see instructions).
CO
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 5 Pages
<PAGE> 3
SCHEDULE 14D-1
<TABLE>
<CAPTION>
(CUSIP NO. of Class of Securities) Page 3 of 8 Pages
497059105
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
(1) Name of reporting person: Stockwalk.com Group, Inc.
I.R.S. Identification Nos. of above persons (entities only)
41-1756256
- -------------------------------------------------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions).
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------------------------------------------------
(3) SEC use only
- -------------------------------------------------------------------------------------------------------------------------
(4) Source of funds (see instructions)
BK, WC
- -------------------------------------------------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f)
[ ]
- -------------------------------------------------------------------------------------------------------------------------
(6) Citizenship or place of organization
Minnesota
- -------------------------------------------------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person
211,900
- -------------------------------------------------------------------------------------------------------------------------
(8) Check if the aggregate amount in Row (7) excludes certain shares (see instructions).
[ ]
- -------------------------------------------------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7)
4.3%
- -------------------------------------------------------------------------------------------------------------------------
(10) Type of reporting person (see instructions) HC, CO
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 5 Pages
<PAGE> 4
ITEM 1: SECURITY AND SUBJECT COMPANY.
(b) This statement on Schedule 14D-1A relates to SW Acquisition, Inc.'s
(the "Purchaser") amendment of its Offer to Purchase for cash all of the
outstanding shares of Common Stock, par value $.02 per share (the "Shares"), of
Kinnard Investments, Inc. (the"Company"). By this amendment, the Purchaser
increases the offer price to $8.00 per share, net to seller in cash and extends
the Offer to 12:00 Midnight, New York City Time on January 31, 2000, at which
time the Offer and withdrawal rights will expire unless the Offer is further
extended. Except as described herein and in Exhibit 11(a), the Offer remains
subject to all the terms and conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal. The information set forth in the Second
Supplement to the Offer to Purchase (the "Second Supplement") is incorporated
herein by reference.
ITEM 4: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in Section 6 ("Source and Amount of
Funds") of the Second Supplement is incorporated herein by reference.
ITEM 10:
(c) The information set forth in Section 8 ("Regulatory Approvals Received
by Purchaser") of the Second Supplement is incorporated herein by reference.
ITEM 11: MATERIAL TO BE FILED AS EXHIBITS.
(a)10 Second Supplement to Offer to Purchase.
(a)11 Press release dated January 6, 2000.
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 6, 2000 SW ACQUISITION, INC.
By: /s/ Eldon C. Miller
------------------------------
Name: Eldon C. Miller
Title: Chairman and Chief
Executive Officer
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 6, 2000 SW ACQUISITION, INC.
By: /s/ Eldon C. Miller
------------------------------
Name: Eldon C. Miller
Title: Chairman and Chief
Executive Officer
Page 4 of 5 Pages
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NAME
<S> <C>
(a)10 Second Supplement to Offer to Purchase.
(a)11 Press release dated January 6, 2000.
</TABLE>
Page 5 of 5 Pages
<PAGE> 1
SECOND SUPPLEMENT TO THE OFFER TO PURCHASE
DATED DECEMBER 8, 1999
SW ACQUISITION, INC.
A WHOLLY-OWNED SUBSIDIARY OF STOCKWALK.COM GROUP, INC.
HAS AMENDED ITS OFFER AND IS NOW OFFERING TO PURCHASE FOR
CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF
KINNARD INVESTMENTS, INC.
FOR
$8.00 NET PER SHARE IN CASH
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, JANUARY 31, 2000, UNLESS THE OFFER IS EXTENDED TO A LATER DATE
AND TIME (THE "EXPIRATION DATE"). SHARES THAT ARE TENDERED PURSUANT TO THE OFFER
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES,
WHICH, WHEN ADDED TO THE NUMBER OF SHARES BENEFICIALLY OWNED BY SW ACQUISITION,
INC. (THE "PURCHASER") AND ITS AFFILIATES, REPRESENTS A MAJORITY OF THE TOTAL
NUMBER OF OUTSTANDING SHARES OF KINNARD INVESTMENTS, INC. (THE "COMPANY") ON A
FULLY-DILUTED BASIS (THE "MINIMUM TENDER CONDITION"), (2) THE PURCHASER BEING
SATISFIED, IN ITS SOLE DISCRETION, THAT THE COMPANY HAS NOT, AMONG OTHER THINGS,
ADOPTED A SHAREHOLDER RIGHTS PLAN OR OTHER PROTECTIVE MEASURE OR VOTED TO
INCREASE THE NUMBER OF OUTSTANDING SHARES OF CAPITAL STOCK TO MORE THAN
5,626,115 SHARES OF COMMON STOCK (THE "ANTI-POISON PILL/DILUTION CONDITION"),
AND (3) THAT THE PURCHASER HAS OBTAINED SUFFICIENT FINANCING TO ENABLE IT TO
CONSUMMATE THE OFFER (THE "FINANCING CONDITION").
THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS. SEE THE
INTRODUCTION AND SECTIONS 14 AND 15 OF THE OFFER.
IMPORTANT
STOCKWALK.COM GROUP, INC. ("STOCKWALK") AND THE PURCHASER ARE STILL SEEKING
TO NEGOTIATE WITH THE COMPANY REGARDING THE ACQUISITION OF THE COMPANY BY THE
PURCHASER. THE PURCHASER RESERVES THE RIGHT TO AMEND THE OFFER (INCLUDING
AMENDING THE NUMBER OF SHARES TO BE PURCHASED AND THE PURCHASE PRICE) UPON,
AMONG OTHER THINGS, ENTERING INTO A MERGER AGREEMENT WITH THE COMPANY, OR TO
NEGOTIATE A MERGER AGREEMENT WITH THE COMPANY NOT INVOLVING A TENDER OFFER
PURSUANT TO WHICH THE PURCHASER WOULD TERMINATE THE OFFER AND THE SHARES WOULD,
UPON CONSUMMATION OF SUCH MERGER, BE CONVERTED INTO CASH, COMMON STOCK OF
STOCKWALK, AND/OR OTHER SECURITIES IN SUCH AMOUNTS AS ARE NEGOTIATED BY
STOCKWALK, THE PURCHASER AND THE COMPANY.
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
RJ STEICHEN & CO
<PAGE> 2
IMPORTANT
Any shareholder desiring to tender Shares should complete and sign the
Letter of Transmittal which accompanied the Offer to Purchase dated December 8,
1999 in accordance with the instructions in such Letter of Transmittal and (a)
mail or deliver it together with the certificate(s) representing tendered shares
to the Depositary, or (b) tender such shares pursuant to the procedures for
book-entry transfer set forth Section 3 ("Procedures for Accepting the Offer and
Tendering Shares") of the Offer to Purchase, or request such shareholder's
broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for such shareholder. A shareholder whose Shares are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee of such shareholder's desires to tender such Shares.
A shareholder who desires to tender Shares, and whose certificates
representing such Shares are not immediately available, or who cannot comply
with the procedures for book-entry transfer as described in Section 3 of the
Offer to Purchase on a timely basis, may tender such Shares by following the
procedures for guaranteed deliver set forth in Section 3 of the Offer to
Purchase.
Questions and requests for assistance, or additional copies of the Offer to
Purchase, this supplement ("Second Supplement"), the Letter of Transmittal or
other tender offer materials may be directed to the Information Agent or Dealer
Manager at their respective addresses and telephone numbers set forth on the
back cover of this Supplement. Holders of Shares may also contact brokers,
dealers, commercial banks and trust companies for additional copies of the Offer
to Purchase, this Second Supplement, the Letter of Transmittal, or other tender
offer materials.
1
<PAGE> 3
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated December 8, 1999 (as amended and supplemented by the Schedule 14D-1 to
which the Offer to Purchase is an exhibit and Schedule 14D-1A to which the first
Supplement to the Offer to Purchase is an exhibit) of SW Acquisition, Inc., a
Minnesota corporation (the "Purchaser") and a wholly owned subsidiary of
Stockwalk.com Group, Inc., a Minnesota corporation ("Stockwalk"). Pursuant to
this Second Supplement, the Purchaser is now offering to purchase all shares of
common stock par value $.02 per share (the "Shares"), of Kinnard Investments,
Inc., a Minnesota corporation (the "Company"), at a price of $8.00 per share,
net to Seller in cash without interest thereon (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, as
amended and supplemented by this Second Supplement and the first Supplement and
in the related Letter of Transmittal (which together constitute the "Offer").
Except as otherwise set forth in this second Supplement, the terms and
conditions previously set forth in the Offer to Purchase remain applicable in
all respects to the Offer, and this Second Supplement should be read in
conjunction with the Offer to Purchase. Unless the context requires otherwise,
terms not defined herein have the meanings ascribed to them in the Offer to
Purchase.
By this Offer, Purchaser is:
1. Increasing the Offer Price from $7.50 per share to $8.00 per share,
without interest;
2. Waiving the Business Combination Condition which required that the
Company take appropriate measures such that the Offer is approved in
accordance with the Minnesota Business Combination Act; and
3. Extending the Offer until January 31, 2000.
The Offer remains subject to the fulfillment of certain conditions,
including the following: (1) The Minimum Tender Condition; (2) The Anti-Poison
Pill/Dilution Condition; and (3) The Financing Condition. If the minimum number
of Shares are tendered the total Purchase Price would be $20,809,272 and if all
Shares and option Shares, other than those owned by the Purchaser are purchased,
the total Purchase Price would be $43,313,720. See the "Introduction" and
Sections 14 ("Certain Conditions of the Offer") and 15 ("Certain Legal Matters;
Required Regulatory Approvals") of the Offer to Purchase.
Procedures for tendering shares are set forth in Section 3 ("Procedures for
Accepting the Offer and Tendering Shares") of the Offer to Purchase. Tendering
shareholders may use the original (blue) Letter of Transmittal and the original
(green) Notice of Guaranteed Delivery previously circulated with the Offer to
Purchase. Although the original Letter of Transmittal refers to the Offer to
Purchase dated December 8, 1999, shareholders using the Letter of Transmittal to
tender their shares will nevertheless receive $8.00 per share for each Share
validly tendered and not withdrawn and accepted for payment pursuant to the
Offer, subject to the conditions of the Offer.
Shares previously validly tendered and not withdrawn constitute valid
tenders for purposes of the Offer. Shareholders are not required to take any
further action with respect to such shares in order to receive the increased
Offer Price of $8.00 per share if Shares are accepted for payment and
2
<PAGE> 4
paid for by the Purchaser pursuant to the Offer, except as may be required by
the guaranteed delivery procedure if such procedure was utilized. See Section 4
("Withdrawal Rights") of the Offer to Purchase for the procedures for
withdrawing Shares tendered pursuant to the Offer.
The Offer to Purchase, the first Supplement, this Second Supplement and the
related Letter of Transmittal contain important information which should be read
before any decision is made with respect to the Offer.
1. INCREASED OFFER PRICE AND EXTENSION OF OFFER
The discussion set forth in Section 1 ("Terms of the Offer") of the Offer
to Purchase is hereby amended and supplemented as follows:
The price per Share to be paid to tendering shareholders has been increased
from $7.50 per share to $8.00 per share, net to the Seller in cash. All
shareholders whose Shares are validly tendered and not withdrawn and accepted
for payment pursuant to the Offer (including shares tendered prior to the date
of this Second Supplement) will receive the increased price. The expiration date
has been extended to 12:00 midnight, New York City time, on Monday, January 31,
2000, unless and until the Purchaser, in its sole discretion, shall further
extend the period of time during which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at which the Offer,
as so extended by the Purchaser, shall expire.
2. WAIVER OF THE BUSINESS COMBINATION CONDITION:
The discussion entitled "Certain Conditions to the Offer" set forth in the
Introduction of the Offer to Purchase is hereby amended and supplemented as
follows:
The Purchaser waives the Business Combination Condition, which required
that a committee of the Company's disinterested directors approve the
Purchaser's acquisition of Shares prior to the Purchaser acquiring beneficial
ownership, directly or indirectly, of at least ten percent (10%) of the
Company's outstanding Shares in accordance with the Minnesota Business
Combination Act. Minnesota Statute ss. 302A.673.
3. CLARIFICATION REGARDING FEES.
The discussion set forth in the Introduction of the Offer to Purchase is
hereby amended and supplemented as follows:
As is indicated in the Offer to Purchase, tendering Shareholders will not
be obligated to pay brokerage fees or commissions or, subject to certain
exceptions, stock transfer taxes in connection with the sale of their Shares.
Shareholders may, however, incur fees associated with the tender of Shares held
in custodial or other beneficiary accounts.
4. AMENDMENT TO ACCEPTANCE FOR PAYMENT AND PAYMENT FOR THE SHARES.
The discussion set forth in Section 2 ("Acceptance for Payment and Payment
for the Shares") of the Offer to Purchase is hereby amended and supplemented as
follows:
3
<PAGE> 5
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of the Offer as so
extended or amended), the Purchaser will purchase, by accepting for payment, and
will pay for, all Shares validly tendered and not withdrawn (as permitted by
Section 4) prior to the Expiration Date. All determinations concerning the
satisfaction of such terms and conditions will be within the Purchaser's sole
discretion, which determinations will be final and binding. In addition, subject
to applicable rules of the Commission, the Purchaser expressly reserves the
right to delay acceptance for payment of, or payment for, Shares pending receipt
of any regulatory or governmental approval specified in Section 15 ("Certain
Legal Matters; Required Regulatory Approvals") of the Offer to Purchase.
Section 14 ("Certain Conditions of the Offer") and Section 15 ("Certain
Legal Matters; Required Regulatory Approvals") shall be construed consistent
with the above amendment to Section 2 ("Acceptance for Payment and Payment for
the Shares.")
5. PRICE RANGE OF THE SHARES.
The discussion set forth in Section 6 ("Price Range of the Shares;
Dividends") of the Offer to Purchase is hereby amended and supplemented as
follows:
On January 5, 2000, the last full trading day prior to the Purchaser's
announcement of the increase in the Offer Price, the last reported sale price on
the NASDAQ/NMS for the Shares was $7.00. The increased Offer Price represents a
14.3% premium over the January 5, 2000 closing price. SHAREHOLDERS ARE URGED TO
OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
6. SOURCE AND AMOUNT OF FUNDS.
The discussion set forth in Section 12 ("Source and Amount of Funds") of
the Offer to Purchase is hereby amended and supplemented as follows:
Stockwalk has discretionary lines of credit with Wells Fargo Bank, National
Association, Harris Trust and Savings Bank and Duetsche Bank which permit
Stockwalk to borrow up to a maximum of $65,000,000 subject to certain
limitations. Currently, there is approximately $31,000,000 available under these
credit agreements, subject to the approval of the lenders. Amounts borrowed
under the credit lines bear interest at varying rates tied to the banks' cost of
funds. Advances currently bear an effective rate of approximately 3% over the
Federal Funds Rate. Advances under the credit lines are secured by Stockwalk's
proprietary inventory, customer securities collateralizing liabilities
subordinated to claims of general creditors and unpaid customer securities and
are payable on demand. The agreements require Stockwalk to maintain certain
financial debt covenants. Advances are limited to a percentage of the value of
the collateral and are subject to the approval of the lender.
Stockwalk has no definite plan to repay any borrowings incurred to purchase
tendered Shares. However, Stockwalk presently is offering to selected accredited
investors up to $21,000,000 in common stock and warrants to purchase common
stock. The placement is expected to be completed by March 1, 2000. Subscribers
will receive one share of "restricted" common stock of Stockwalk and a
three-year warrant to purchase one share of restricted common stock of Stockwalk
at $10.00 per share (the "Units") at an offering price of $7.50 per Unit. While
there is no
4
<PAGE> 6
assurance that any or all of the Units will be sold, proceeds of this private
placement will be used to complete the purchase of Shares tendered and to pay or
reduce borrowings incurred in connection therewith.
7. DIVIDENDS AND DISTRIBUTIONS.
The discussion set forth in Section 13 ("Dividends and Distributions") of
the Offer is hereby supplemented as follows:
Any adjustments in the purchase price for the Shares as a result of a cash
dividend or distribution will not be made without notice to shareholders and
extension of the Offer as required by Rule 14e-1(b).
8. REGULATORY APPROVALS RECEIVED BY THE PURCHASER.
The discussion set forth in Section 15 ("Certain Legal Matters; Required
Regulatory Approvals") is hereby amended and supplemented as follows:
On December 25, 1999, the waiting period under the Hart-Scott-Rodino
Anti-Trust Improvements Act ("HSR") expired without any action having been taken
by the Federal Trade Commission.
5
<PAGE> 7
Manually signed facsimile copies of the Letter of Transmittal will be accepted.
Letters of Transmittal and certificates for Shares should be sent or delivered
by each shareholder of the Company or his broker, dealer, commercial bank or
trust company to the Depositary at one of its addresses set forth below:
The Depositary for the Offer Is:
FIRSTAR BANK MINNESOTA, N.A.
By Mail:
101 East Fifth Street
St. Paul, Minnesota 55101
Corporate Trust Department
By Hand or Overnight Delivery.
101 East Fifth Street
St. Paul, Minnesota 55101
Corporate Trust Department
By Facsimile (For Eligible Institutions Only)
(651) 229-6415
Confirm Facsimile by Telephone:
(651) 229-2600
ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT OR THE DEALER MANAGER AT THEIR RESPECTIVE ADDRESSES AND TELEPHONE NUMBERS
SET FORTH BELOW. Additional copies of this Second Supplement, the Offer to
Purchase, the Letter of Transmittal and other tender offer materials may be
obtained from the Information Agent as set forth below, and will be furnished
promptly at the Purchaser's expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer Is:
BEACON HILL PARTNERS, INC.
90 Broad Street
20th Floor
New York, New York 10004
(800) 755-5001
or
Collect (212) 843-8500
The Dealer Manager for the Offer Is:
RJ STEICHEN & CO
One Financial Plaza
120 South Sixth Street
Minneapolis, MN 55402
(612) 341-6200
(800) 328-4836
<PAGE> 1
FOR IMMEDIATE RELEASE
Contact:
Matthew Kyler Richard H. Grubaugh
Stockwalk.com Group, Inc. Beacon Hill Partners, Inc.
612-542-3626 212-843-8500
[email protected] [email protected]
STOCKWALK.COM (STOK) INCREASES BID FOR KINNARD (KINN) TO $8.00 PER SHARE
Stockwalk.com Group, Inc., through its subsidiary, SW Acquisition,
Inc., announced today that it was increasing its offer to purchase for cash all
outstanding shares of common stock of Kinnard Investments, Inc. from $7.50 per
share to $8.00 per share and extending the offer until January 31, 2000. The
offer was scheduled to expire on January 10, 2000. In addition, Stockwalk
announced that it was withdrawing the condition in its original offer that the
purchase of stock pursuant to the offer be approved by Kinnard in accordance
with the Minnesota Business Combination Act. Stockwalk indicated that
information describing these changes will be sent to Kinnard shareholders as
soon as possible.
At the close of business on January 5, 2000, tenders for a total of
8,255 Kinnard shares had been received by the Depositary. Eldon C. Miller,
Chairman of Stockwalk stated that all Kinnard shareholders who tendered would
receive the higher consideration if tenders were accepted by Stockwalk. Mr.
Miller stated that the increased offer reflected Stockwalk's assessment of the
intrinsic value of Kinnard, including the net value of the exercise of Ancor
warrants and the arbitration award received by Kinnard which were announced by
Kinnard after the original Stockwalk offer. "It is difficult to place a great
deal of value on an arbitration award that may take years to collect and could
be overturned," Miller added.
Finally, Miller stated that the elimination of the Business Combination
Condition would give Stockwalk added flexibility. "We feel that certain
synergies could be realized by both companies even though we would be unable to
accomplish 100% ownership. While we have had no communications with Kinnard, we
hope that the Kinnard Board and its advisors would seek to negotiate a
transaction with us that would include all Kinnard shareholders," Miller added.
