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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(Continued on following page(s))
Page 1 of 5 Pages
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SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) Page 2 of 8 Pages
497059105
- --------------------------------------------------------------------------------
(1) Name of reporting person: SW Acquisition, Inc.
I.R.S. Identification Nos. of above persons (entities only)
Applied for
- --------------------------------------------------------------------------------
(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
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(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
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(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%
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(10) Type of reporting person (see instructions).
CO
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Page 2 of 5 Pages
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SCHEDULE 14D-1
(CUSIP NO. of Class of Securities) Page 3 of 8 Pages
497059105
- --------------------------------------------------------------------------------
(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%
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(10) Type of reporting person (see instructions)
HC, CO
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Page 3 of 5 Pages
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ITEMS 3(b) AND 7:
Pursuant to Section 14(i) of the Offer to Purchase, on January 14, 2000,
Purchaser announced that it was terminating its Offer effective immediately.
Stockwalk and the Company have entered into a confidentiality, non-solicitation
and standstill agreement, see Exhibit 12(a). Purchaser intends to become an
active participant in the process initiated by a Special Committee of the
Company to enhance shareholder value. See attached Exhibits 12(a) and 13(a).
ITEM 11: MATERIAL TO BE FILED AS EXHIBITS.
12(a) January 14, 2000 Agreement between Stockwalk and the Company
13(a) January 14, 2000 Press Release
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 14, 2000. SW ACQUISITION, INC.
By: /s/ Philip T. Colton
----------------------------------------
Name: Philip T. Colton
Title: Senior Vice President and General Counsel
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 14, 2000. STOCKWALK.COM GROUP, INC.
By: /s/ Philip T. Colton
----------------------------------------
Name: Philip T. Colton
Title: Senior Vice President and General Counsel
Page 4 of 5 Pages
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EXHIBIT INDEX
EXHIBIT
NAME
12(a) January 14, 2000 Agreement between Stockwalk and the Company
13(a) January 14, 2000 Press Release
Page 5 of 5 Pages
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EXHIBIT 12(a)
PERSONAL AND CONFIDENTIAL January 14, 2000
Stockwalk.com Group, Inc.
5500 Wayzata Boulevard, Suite 800
Minneapolis, Minnesota 55416
Attention: Mr. Eldon Miller
In connection with your consideration of your participation in
a possible negotiated transaction (a "Transaction") between you and Kinnard
Investments, Inc. (collectively, with its subsidiaries, affiliates and
divisions, the "Company"), you have requested certain information concerning the
business, financial condition, operations, assets and liabilities of the
Company. As a condition to such information being furnished to you and your
directors, officers, employees, agents, lenders or advisors (including, without
limitation, attorneys, accountants, consultants, bankers and financial advisors)
(collectively, "Representatives"), you agree for a period of two years from the
date of this agreement to treat any information concerning the Company (whether
prepared by the Company, its advisors or otherwise and irrespective of the form
of communication) which is furnished to you or to your Representatives now or in
the future by or on behalf of the Company, including any technical, trade secret
or other proprietary information which you or your Representatives may come in
contact with in the course of your investigation together with any and all
notes, analyses, compilations, studies, interpretations or other documents
prepared by you or your Representatives which contain, reflect or are based
upon, in whole or in part, the information furnished to you or your
Representatives pursuant hereto (herein collectively referred to as the
"Evaluation Material") in accordance with the provisions of this letter
agreement, and to take or abstain from taking certain other actions hereinafter
set forth.
The term Evaluation Material does not include information
which (i) is or becomes generally available to the public other than as a result
of a disclosure by you or your Representatives, (ii) was within your possession
prior to its being furnished to you by or on behalf of the Company pursuant
hereto, provided that the source of such information was not known by you to be
bound by a confidentiality agreement with or other contractual, legal or
fiduciary obligation of confidentiality to the Company or any other party with
respect to such information or (iii) becomes available to you on a
nonconfidential basis from a source other than the Company or any of its
Representatives, provided that such source is not known by you to be bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company or any other party with respect to
such information.
You hereby agree that you and your Representatives shall use
the Evaluation Material solely for the purpose of evaluating a possible
Transaction between the Company and you, that the Evaluation Material will be
kept confidential and will not be used by you or your Representatives in any way
detrimental to the Company and that you and your Representatives
<PAGE> 2
January 14, 2000
Page 2
will not disclose any of the Evaluation Material in any manner whatsoever;
provided, however, that (i) you may make any disclosure of such information to
which the Company gives its prior written consent and (ii) any of such
information may be disclosed to your Representatives who need to know such
information for the sole purpose of evaluating a possible Transaction with the
Company, who agree to keep such information confidential and who are provided
with a copy of this letter agreement. In any event, you shall be responsible for
any breach of this letter agreement by any of your Representatives and you
agree, at your sole expense, to take all reasonable measures (including but not
limited to court proceedings) to restrain your Representatives from prohibited
or unauthorized disclosure or use of the Evaluation Material.
You hereby acknowledge that you are aware, and that you will
advise your Representatives who are informed as to the matters that are the
subject of this agreement, that the United States securities laws prohibit any
person who has received from an issuer material non-public information from
purchasing or selling securities of such issuer.
In addition, you agree that, without the prior written consent
of the Company, you and your Representatives will not disclose to any other
person the fact that the Evaluation Material has been made available to you,
that discussions or negotiations are taking place concerning a possible
Transaction or any of the terms, conditions or other facts with respect thereto,
including the status thereof, (the "Transaction Information") provided, that (i)
you may make such disclosure if you have received the written advice of your
outside counsel that such disclosure must be made by you in order that you not
commit a violation of law, (ii) you may disclose to prospective subscribers of
your current offering of common stock and warrants that a portion of the
proceeds of such offering may be used to complete a Transaction with the
Company, and (iii) you may issue a press release in connection with the
termination of your current public tender offer for the purchase of shares of
the Company's common stock substantially in the form of Exhibit A hereto and
include similar statements in documents required to terminate such tender offer.
Without limiting the generality of the foregoing, you further agree that,
without the prior written consent of the Company, you will not, directly or
indirectly, enter into any agreement, arrangement or understanding, or any
discussions which might lead to such agreement, arrangement or understanding,
with any person regarding a possible Transaction, provided, however, you shall
not be prohibited from entering into an agreement, arrangement or understanding
with any person for purposes of securing financing for a Transaction. The term
person as used in this letter agreement shall be broadly interpreted to include
the media and any corporation, partnership, group, individual or other entity.
In the event that you or any of your Representatives are
requested or required (by oral questions, interrogatories, requests for
information or documents in legal proceedings, subpoena, civil investigative
demand or other similar process) to disclose any of the Evaluation Material or
Transaction Information, you shall provide the Company with prompt written
notice of any such request or requirement so that the Company may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this letter agreement. If, in
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January 14, 2000
Page 3
the absence of a protective order or other remedy or the receipt of a waiver by
the Company, you or any of your Representatives are nonetheless, based on the
written opinion of your outside legal counsel, legally compelled to disclose
Evaluation Material or Transaction Information to any tribunal or else stand
liable for contempt or suffer other censure or penalty, you or your
Representative may, without liability hereunder, disclose to such tribunal only
that portion of the Evaluation Material or Transaction Information which such
counsel advises you is legally required to be disclosed, provided that you
exercise your best efforts to preserve the confidentiality of the Evaluation
Material or Transaction Information being disclosed, including, without
limitation, by cooperating with the Company to obtain an appropriate protective
order or other reliable assurance that confidential treatment will be accorded
by such tribunal to the Evaluation Material or Transaction Information being
disclosed.
If you decide that you do not wish to proceed with a
transaction with the Company, you will promptly inform the Company of that
decision. In that case, or at any time upon the request of the Company for any
reason, you will promptly deliver to the Company all Evaluation Material (and
all copies thereof) furnished to you or your Representatives by or on behalf of
the Company pursuant hereto. In the event of such a decision or request, all
other Evaluation Material prepared by you or your Representatives shall be
destroyed and such destruction shall be certified in writing to the Company by
an authorized officer supervising such destruction. Notwithstanding the return
or destruction of the Evaluation Material, you and your Representatives will
continue to be bound by your obligations of confidentiality and other
obligations hereunder.
You understand and acknowledge that neither the Company nor
any of its Representatives (including without limitation any of the Company's
directors, officers, employees, or agents) make any representation or warranty,
express or implied, as to the accuracy or completeness of the Evaluation
Material. You agree that neither the Company nor any of its Representatives
(including without limitation any of the Company's directors, officers,
employees, or agents) shall have any liability to you or to any of your
Representatives relating to or resulting from the use of the Evaluation Material
or any errors therein or omissions therefrom. Only those representations or
warranties which are made in a final definitive agreement regarding any
transactions contemplated hereby, when, as and if executed, and subject to such
limitations and restrictions as may be specified therein, will have any legal
effect.
In consideration of the Evaluation Material being furnished to
you, you hereby agree that, for a period of two years from the date hereof,
neither you nor any of your affiliates will directly or indirectly employ or
solicit to employ any of the current officers or employees of the Company with
whom you have contact or who are specifically identified to you or your
Representatives in connection with your evaluation of a potential Transaction,
provided that nothing contained herein shall prevent you from employing any
person who responds to a general media advertisement or non-directed search
inquiry, or who makes an unsolicited contact for employment.
3
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January 14, 2000
Page 4
You agree that, for a period commencing on the date of this
Agreement and ending on the earlier of (A) October 15, 2000 or (B) the date upon
which the Company, its Board of Directors or any authorized committee thereof,
publicly announces that the Company has terminated its process to explore
strategic alternatives to enhance shareholder value without entering into a
strategic transaction with another company, neither you nor any of your
affiliates (as such term is defined under the Securities Exchange Act of 1934,
as amended (the "1934 Act")) or Representatives will in any manner, directly or
indirectly, (a) effect or seek, offer or propose (whether publicly or otherwise)
to effect, or cause or participate in or in any way assist any other person to
effect or seek, offer or propose (whether publicly or otherwise) to effect or
participate in, (i) any acquisition of any securities (or beneficial ownership
thereof) or assets of the Company or any of its subsidiaries; (ii) any tender or
exchange offer, merger or other business combination involving the Company or
any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or
any of its subsidiaries; or (iv) any "solicitation" of "proxies" (as such terms
are used in the proxy rules of the Securities and Exchange Commission) or
consents to vote any voting securities of the Company; (b) form, join or in any
way participate in a "group" (as defined under the 1934 Act); (c) otherwise act,
alone or in concert with others, to seek to control or influence the management,
Board of Directors or policies of the Company, (d) take any action which might
force the Company to make a public announcement regarding any of the types of
matters set forth in (a) above; or (e) enter into any discussions or
arrangements with any third party with respect to any of the foregoing. You also
agree during such period not to request the Company (or its directors, officers,
employees or agents), directly or indirectly, to amend or waive any provision of
this paragraph (including this sentence).
You understand and agree that no contract or agreement
providing for any transaction involving the Company shall be deemed to exist
between you and the Company unless and until a final definitive agreement has
been executed and delivered, and you hereby waive, in advance, any claims
(including, without limitation, breach of contract) in connection with any
transaction involving the Company unless and until you and the Company shall
have entered into a final definitive agreement. You also agree that unless and
until a final definitive agreement regarding a transaction between the Company
and you has been executed and delivered, neither the Company nor you will be
under any legal obligation of any kind whatsoever with respect to such a
transaction by virtue of this letter agreement except for the matters
specifically agreed to herein. You further acknowledge and agree that the
Company reserves the right, in its sole discretion, to reject any and all
proposals made by you or any of your Representatives with regard to a
transaction between the Company and you, and to terminate discussions and
negotiations with you at any time. You further understand that (i) the Company
and its Representatives shall be free to conduct any process for any transaction
involving the Company, if and as they in their sole discretion shall determine
(including, without limitation, negotiating with any other interested parties
and entering into a definitive agreement without prior notice to you or any
other person), (ii) any procedures relating to such process or
4
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January 14, 2000
Page 5
transaction may be changed at any time without notice to you or any other person
and (iii) you shall not have any claims whatsoever against the Company, its
Representatives or any of their respective directors, officers, stockholders,
owners, affiliates or agents arising out of or relating to any transaction
involving the Company (other than those as against the parties to a definitive
agreement with you in accordance with the terms thereof) nor, unless a
definitive agreement is entered into with you, against any third party with whom
a transaction is entered into. Neither this paragraph nor any other provision in
this agreement can be waived or amended except by written consent of the
Company, which consent shall specifically refer to this paragraph (or such
provision) and explicitly make such waiver or amendment. Any such waiver or
amendment shall not be effective unless approved by the Board of Directors of
the Company or any duly constituted committee thereof.
It is understood and agreed that no failure or delay by the
Company in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or future exercise thereof or the exercise of any other right, power or
privilege hereunder.
It is further understood and agreed that money damages would
not be a sufficient remedy for any breach of this letter agreement by you or any
of your Representatives and that the Company shall be entitled to equitable
relief, including injunction and specific performance, as a remedy for any such
breach. Such remedies shall not be deemed to be the exclusive remedies for a
breach by you of this letter agreement but shall be in addition to all other
remedies available at law or equity to the Company. In the event of litigation
relating to this letter agreement, if a court of competent jurisdiction
determines that you or any of your Representatives have breached this letter
agreement, then you shall be liable and shall pay to the Company the reasonable
legal fees incurred by the Company in connection with such litigation, including
any appeal therefrom.
This letter agreement is for the benefit of the Company and
its directors, officers, stockholders, owners, affiliates and agents, and shall
be governed by and construed in accordance with the laws of the State of
Minnesota. You also hereby irrevocably and unconditionally consent to submit to
the exclusive jurisdiction of the courts of the State of Minnesota and of the
United States of America located in the State of Minnesota for any actions,
suits or proceedings arising out of or relating to this agreement and the
transactions contemplated hereby (and you agree not to commence any action, suit
or proceeding relating thereto except in such courts), and further agree that
service of any process, summons, notice or document by U.S. registered mail to
your address set forth above shall be effective service of process for any
action, suit or proceeding brought against you in any such court. You hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this agreement or the transactions
contemplated hereby, in the courts of the State of Minnesota or the United
States of America located in the State of Minnesota, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.
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January 14, 2000
Page 6
Please confirm your agreement with the foregoing by signing
and returning one copy of this letter to the undersigned, whereupon this letter
agreement shall become a binding agreement between you and the Company.
Very truly yours,
U.S. BANCORP PIPER JAFFRAY INC.,
As Agent for Kinnard Investments, Inc.
By: /s/ Joyce Nelson Schuette
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Name: Joyce Nelson Schuette
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Title: Managing Director
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Accepted and agreed as of
the date first written
above:
STOCKWALK.COM GROUP, INC.
By: /s/ Philip T. Colton
------------------------
Name: Philip T. Colton
------------------
Title: Senior Vice President and General Counsel
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6
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EXHIBIT 13(a)
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 GROUP, INC. TERMINATES TENDER OFFER
FOR KINNARD INVESTMENTS, INC.; TO PARTICIPATE IN PROCESS
MINNEAPOLIS...January 14, 2000...Stockwalk.com, Group, Inc. (NASDAQ:
STOK), through its subsidiary, SW Acquisition, Inc., announced today that it
would become a participant in the process undertaken by Kinnard Investments,
Inc. (NASDAQ: KINN), and its financial advisor, U.S. Bancorp Piper Jaffray, to
explore strategic alternatives to enhance shareholder value and consequently was
dropping its tender offer to purchase all of the outstanding shares of common
stock of Kinnard Investments, Inc. for cash at $8.00 per share.
Eldon C. Miller, Chairman and Chief Executive Officer of Stockwalk.com
Group, Inc., stated that he was looking forward to participating in the process.
Miller added, "We have concluded that participation in the process initiated by
Kinnard's board will best serve Stockwalk's objective to acquire Kinnard and we
intend to fully and actively participate in that process." Stockwalk will take
immediate steps to direct Firstar Bank of Minnesota, N.A., the Depository for
the tender offer, to return promptly all tendered shares of Kinnard.
Based in Minneapolis, Stockwalk.com Group, Inc. is the parent company
of MJK Holdings, Inc. which owns Miller, Johnson & Kuehn, Inc., a full-service
brokerage, and Stockwalk.com, Inc., an online securities brokerage. Both
subsidiaries are members of the National Association of Securities Dealers
(NASD) and the Securities Investor Protection Corporation (SIPC).
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