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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 6
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
INSTRON CORPORATION
(Name of the Issuer)
ISN ACQUISITION CORPORATION
KIRTLAND CAPITAL PARTNERS III L.P.
KIRTLAND PARTNERS LTD.
KIRTLAND CAPITAL COMPANY III LLC
<TABLE>
<S> <C>
GEORGE S. BURR JONATHAN L. BURR
HELEN L. BURR THE JONATHAN L. BURR TRUST -- 1965
THE HAROLD HINDMAN TRUST -- 1969 YAHYA GHARAGOZLOU
HAROLD HINDMAN ARTHUR D. HINDMAN
JAMES M. MCCONNELL WILLIAM J. MILLIKEN
JOSEPH E. AMARAL LINTON A. MOULDING
KENNETH L. ANDERSEN JANE ELIZABETH MOULDING
JOHN R. BARRETT NORMAN L. SMITH
</TABLE>
INSTRON CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
0004577761
(CUSIP Number of Class of Securities)
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<S> <C> <C>
Kirtland Capital Partners III L.P. Instron Corporation James M. McConnell
c/o Raymond A. Lancaster c/o James M. McConnell Joseph E. Amaral
2550 SOM Center Road 100 Royall Street Kenneth L. Andersen
Suite 105 Canton, MA 02021 John R. Barrett
Willoughby Hills, OH 44904 (781) 828-2500 Jonathan L. Burr
(440) 585-9010 The Jonathan L. Burr
Trust -- 1965
Kirtland Partners Ltd. Yahya Gharagozlou
Kirtland Capital Company III LLC Arthur D. Hindman
ISN Acquisition Corporation George S. Burr William J. Milliken
c/o Kirtland Capital Partners III L.P. Helen L. Burr Linton A. Moulding
c/o Raymond A. Lancaster The Harold Hindman Jane Elizabeth Moulding
2550 SOM Center Road Trust -- 1969 Norman L. Smith
Suite 105 Harold Hindman c/o Instron Corporation
Willoughby Hills, OH 44904 c/o Instron Corporation 100 Royall Street
(440) 585-9010 100 Royall Street Canton, MA 02021
Canton, MA 02021 (781) 828-2500
(781) 828-2500
</TABLE>
WITH COPIES TO:
<TABLE>
<S> <C> <C> <C>
Stuart M. Cable, P.C. Charles W. Hardin, Jr. John R. Utzschneider Thomas J. Dougherty
Joseph L. Johnson III, P.C. Jones, Day, Reavis & Pogue Bingham Dana LLP Skadden, Arps, Slate,
James A. Matarese 901 Lakeside Avenue 150 Federal Street Meagher & Flom LLP
Goodwin, Procter & Hoar LLP Cleveland, OH 44114 Boston, MA 02110 One Beacon Street
Exchange Place (216) 586-3939 (617) 951-8000 Boston, MA 02108
Boston, MA 02109 (617) 573-4800
(617) 570-1000
</TABLE>
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
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<CAPTION>
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TRANSACTION VALUE* AMOUNT OF FILING FEE
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<S> <C>
$151,662,752 $30,333
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</TABLE>
* For purposes of calculating the filing fee only. Calculated in accordance with
Rule 0-11(b)(2) under the Securities Exchange Act of 1934, as amended. Assumes
the purchase of 6,653,238 shares of Common Stock, par value $1.00 per share,
of Instron Corporation at $22.00 per share and the purchase of underlying
options to purchase Common Stock for an aggregate of $5,291,516.
[X] Check box if any 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.
Amount previously paid: $30,333
Form or registration no.: Preliminary Proxy Statement on Schedule 14A (filed
concurrently with this Schedule 13E-3)
Filing party: Instron Corporation
Date filed: May 26, 1999
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This Rule 13e-3 Transaction Statement (this "Statement") is being filed
with the Securities and Exchange Commission (the "Commission") in connection
with the merger (the "Merger") of ISN Acquisition Corporation ("MergerCo") with
and into Instron Corporation ("Instron"), with Instron continuing as the
surviving corporation (the "Surviving Corporation"), pursuant to an Agreement
and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement") by and among
Instron, MergerCo and Kirtland Capital Partners III L.P., the parent of MergerCo
("Kirtland"), as amended by Amendment No. 1 to the Agreement and Plan of Merger
dated as of August 5, 1999 ("Amendment No. 1"). Under the Merger Agreement and
Amendment No. 1, each share of common stock, par value $1.00 per share, of
Instron (the "Instron Common Stock") outstanding immediately prior to the
Merger, other than shares held by Instron, its subsidiaries, MergerCo or
dissenting Instron stockholders, will be canceled and converted automatically
into the right to receive $22.00 in cash without interest. In addition, certain
members of Instron's management and their affiliates (the "Management
Investors") and certain members of Instron's Board of Directors and/or their
affiliates (the "Other Investors") who or which are also stockholders of Instron
will exchange some of their shares of Instron Common Stock for equity in the
Surviving Corporation and will have certain of their stock options assumed by
the Surviving Corporation. Accordingly, upon consummation of the Merger, the
entire equity interest in Instron as the Surviving Corporation will be owned by
Kirtland and certain of its affiliates, the Management Investors and the Other
Investors. James M. McConnell, Joseph E. Amaral, Kenneth L. Andersen, John R.
Barrett, Jonathan L. Burr, The Jonathan L. Burr Trust -- 1965, Yahya
Gharagozlou, Arthur D. Hindman, William J. Milliken, Linton A. Moulding, Jane
Elizabeth Moulding and Norman L. Smith are the Management Investors. George S.
Burr, Helen L. Burr and The Harold Hindman Trust -- 1969 are the Other
Investors. Harold Hindman is filing this Statement solely in his capacity as
trustee of The Harold Hindman Trust -- 1969. He is not, in his individual
capacity, one of the Other Investors.
The purpose of this Amendment No. 6 to the Statement is to file Instron's
press release dated September 3, 1999 announcing the approval of the Merger
Agreement, as amended, by Instron's stockholders as an exhibit hereto.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
* (a)(1) Letter dated May 3, 1999 from National City Bank to Kirtland.
* (b)(1) Opinion of The Beacon Group Capital Services, LLC dated May 6,
1999 (included as Appendix B to the Proxy Statement dated July 23, 1999).
* (b)(2) Financial Analysis Presentation materials prepared by The Beacon
Group Capital Services, LLC in connection with its presentation to the
Board of Directors of Instron and its Opinion dated as of May 4, 1999.
* (b)(3) Financial Analysis Presentation materials prepared by The Beacon
Group Capital Services, LLC in connection with its presentation to the
Board of Directors of Instron dated as of August 11, 1998.
* (b)(4) Financial Analysis Presentation materials prepared by The Beacon
Group Capital Services, LLC in connection with its presentation to the
Board of Directors of Instron dated as of March 10, 1999.
* (b)(5) Financial Analysis Presentation materials prepared by The Beacon
Group Capital Services, LLC in connection with its presentation to the
Special Committee of the Board of Directors of Instron dated as of April
7, 1999.
* (c)(1) Agreement and Plan of Merger dated as of May 6, 1999 by and among
Instron, MergerCo and Kirtland (included as Appendix A to the Proxy
Statement dated July 23, 1999 and in the Letter to Stockholders dated as
of August 6, 1999).
* (c)(2) Letter Agreement dated as of May 6, 1999 by and among Kirtland and
the Management Investors.
* (c)(3) Letter Agreement dated as of May 6, 1999 by and among Kirtland,
Instron and the Other Investors.
2
<PAGE> 3
* (c)(4) Voting Agreement dated as of May 6, 1999 by and among Kirtland,
MergerCo, the Management Investors and certain of their affiliates, and
the Other Investors and certain of their affiliates.
* (c)(5) Form of Stockholders Agreement.
* (c)(6) Form of Amendment to Restricted Stock Award Agreement.
* (c)(7) Form of Instron Corporation 1999 Stock Option Plan.
* (c)(8) Form of Incentive Stock Option Agreement.
* (c)(9) Form of Nonqualified Stock Option Agreement.
* (c)(10) Form of Amendment to Instron Corporation 1992 Stock Incentive
Plan.
* (c)(11) Form of Amendment to Nonqualified Stock Option Agreement.
* (c)(12) Form of Amendment to Incentive Stock Option Agreement.
* (c)(13) Amendment No. 1 to the Agreement and Plan of Merger dated as of
August 5, 1999 by and among Instron, MergerCo and Kirtland (included in
the Letter to Stockholders dated as of August 6, 1999).
* (d)(1) Letter to Stockholders dated as of July 23, 1999.
* (d)(2) Notice of Special Meeting of Stockholders dated as of July 23,
1999.
* (d)(3) Proxy Statement.
* (d)(4) Form of Proxy.
* (d)(5) Press Release issued by Instron and Kirtland dated as of May 7,
1999 (incorporated by reference to the Current Report on Form 8-K filed
by Instron on May 12, 1999).
* (d)(6) Form of Voting Instruction Card.
* (d)(7) Letter to Stockholders dated as of August 6, 1999.
* (d)(8) Notice of Special Meeting of Stockholders dated as of August 6,
1999.
* (d)(9) Form of New Proxy Card.
* (d)(10) Form of New Voting Instruction Card.
(d)(11) Press Release issued by Instron dated as of September 3, 1999.
* (e) Text of Sections 85 to 98 of Chapter 156B of the General Laws of
Massachusetts (included as Appendix C to the Proxy Statement dated July
23, 1999).
(f) Not applicable.
* Previously filed
3
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
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INSTRON CORPORATION
Dated: September 8, 1999 By: /s/ LINTON A. MOULDING
--------------------------------------------
Name: Linton A. Moulding
Title: Chief Financial Officer
ISN ACQUISITION CORPORATION
Dated: September 8, 1999 By: /s/ THOMAS N. LITTMAN
--------------------------------------------
Name: Thomas N. Littman
Title: Treasurer
KIRTLAND CAPITAL PARTNERS III L.P.
By: Kirtland Partners Ltd., its General
Partner
Dated: September 8, 1999 By: /s/ THOMAS N. LITTMAN
--------------------------------------------
Name: Thomas N. Littman
Title: Vice President
GEORGE S. BURR
Dated: September 8, 1999 /s/ GEORGE S. BURR
--------------------------------------------
HELEN L. BURR
Dated: September 8, 1999 /s/ HELEN L. BURR
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THE HAROLD HINDMAN TRUST -- 1969
Dated: September 8, 1999 By: /s/ HAROLD HINDMAN
--------------------------------------------
Name: Harold Hindman
Title: Trustee
Dated: September 8, 1999 By: /s/ ROBERT N. SHAPIRO
--------------------------------------------
Name: Robert N. Shapiro
Title: Trustee
JAMES M. MCCONNELL
Dated: September 8, 1999 /s/ JAMES M. MCCONNELL
--------------------------------------------
JOSEPH E. AMARAL
Dated: September 8, 1999 /s/ JOSEPH E. AMARAL
--------------------------------------------
</TABLE>
4
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<TABLE>
<S> <C>
KENNETH L. ANDERSEN
Dated: September 8, 1999 /s/ KENNETH L. ANDERSEN
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JOHN R. BARRETT
Dated: September 8, 1999 /s/ JOHN R. BARRETT
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JONATHAN L. BURR
Dated: September 8, 1999 /s/ JONATHAN L. BURR
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THE JONATHAN L. BURR TRUST -- 1965
Dated: September 8, 1999 By: /s/ JONATHAN L. BURR
--------------------------------------------
Name: Jonathan L. Burr
Title: Beneficiary
YAHYA GHARAGOZLOU
Dated: September 8, 1999 /s/ YAHYA GHARAGOZLOU
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ARTHUR D. HINDMAN
Dated: September 8, 1999 /s/ ARTHUR D. HINDMAN
--------------------------------------------
WILLIAM J. MILLIKEN
Dated: September 8, 1999 /s/ WILLIAM J. MILLIKEN
--------------------------------------------
LINTON A. MOULDING
Dated: September 8, 1999 /s/ LINTON A. MOULDING
--------------------------------------------
JANE ELIZABETH MOULDING
Dated: September 8, 1999 /s/ JANE ELIZABETH MOULDING
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NORMAN L. SMITH
Dated: September 8, 1999 /s/ NORMAN L. SMITH
--------------------------------------------
</TABLE>
<TABLE>
<S> <C>
HAROLD HINDMAN
Dated: September 8, 1999 /s/ HAROLD HINDMAN
--------------------------------------------
</TABLE>
5
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<TABLE>
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KIRTLAND PARTNERS LTD.
Dated: September 8, 1999 By: /s/ THOMAS N. LITTMAN
--------------------------------------------
Name: Thomas N. Littman
Title: Vice President
KIRTLAND CAPITAL COMPANY III LLC
Dated: September 8, 1999 By: Kirtland Partners Ltd., its managing
member
By: /s/ THOMAS N. LITTMAN
--------------------------------------------
Name: Thomas N. Littman
Title: Vice President
</TABLE>
6
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EXHIBIT INDEX
<TABLE>
<S> <C>
*(a)(1) Letter dated May 3, 1999 from National City Bank to Kirtland
Capital Partners III L.P.
*(b)(1) Opinion of The Beacon Group Capital Services, LLC dated May
6, 1999 (included as Appendix B to the Proxy Statement dated
July 23, 1999).
*(b)(2) Financial Analysis Presentation materials prepared by The
Beacon Group Capital Services, LLC in connection with its
presentation to the Board of Directors of Instron and its
Opinion dated as of May 4, 1999.
*(b)(3) Financial Analysis Presentation materials prepared by The
Beacon Group Capital Services, LLC in connection with its
presentation to the Board of Directors of Instron dated as
of August 11, 1998.
*(b)(4) Financial Analysis Presentation materials prepared by The
Beacon Group Capital Services, LLC in connection with its
presentation to the Board of Directors of Instron dated as
of March 10, 1999.
*(b)(5) Financial Analysis Presentation materials prepared by The
Beacon Group Capital Services, LLC in connection with its
presentation to the Special Committee of the Board of
Directors of Instron dated as of April 7, 1999.
*(c)(1) Agreement and Plan of Merger dated as of May 6, 1999 by and
among Instron, MergerCo and Kirtland (included as Appendix A
to the Proxy Statement dated July 23, 1999 and in the Letter
to Stockholders dated as of August 6, 1999).
*(c)(2) Letter Agreement dated as of May 6, 1999 by and among
Kirtland and the Management Investors.
*(c)(3) Letter Agreement dated as of May 6, 1999 by and among
Kirtland, Instron and the Other Investors.
*(c)(4) Voting Agreement dated as of May 6, 1999 by and among
Kirtland, MergerCo, the Management Investors and certain of
their affiliates, and the Other Investors and certain of
their affiliates.
*(c)(5) Form of Stockholders Agreement.
*(c)(6) Form of Amendment to Restricted Stock Award Agreement.
*(c)(7) Form of Instron Corporation 1999 Stock Option Plan.
*(c)(8) Form of Incentive Stock Option Agreement.
*(c)(9) Form of Nonqualified Stock Option Agreement.
*(c)(10) Form of Amendment to Instron Corporation 1992 Stock
Incentive Plan.
*(c)(11) Form of Amendment to Nonqualified Stock Option Agreement.
*(c)(12) Form of Amendment to Incentive Stock Option Agreement.
*(c)(13) Amendment No. 1 to the Agreement and Plan of Merger dated as
of August 5, 1999 by and among Instron, MergerCo and
Kirtland (included in the Letter to Stockholders dated as of
August 6, 1999).
*(d)(1) Letter to Stockholders dated as of July 23, 1999.
*(d)(2) Notice of Special Meeting of Stockholders dated as of July
23, 1999.
*(d)(3) Proxy Statement.
*(d)(4) Form of Proxy.
*(d)(5) Press Release issued by Instron and Kirtland, dated as of
May 7, 1999 (incorporated by reference to the Current Report
on Form 8-K filed by Instron on May 12, 1999).
*(d)(6) Form of Voting Instruction Card.
*(d)(7) Letter to Stockholders dated as of August 6, 1999.
*(d)(8) Notice of Special Meeting of Stockholders dated as of August
6, 1999.
*(d)(9) Form of New Proxy Card.
*(d)(10) Form of New Voting Instruction Card.
(d)(11) Press Release issued by Instron dated as of September 3,
1999.
*(e) Text of Sections 85 to 98 of Chapter 156B of the General
Laws of Massachusetts (included as Appendix C to the Proxy
Statement dated July 23, 1999).
</TABLE>
* Previously filed
<PAGE> 1
EXHIBIT (d)(11)
[LOGO] INSTRON
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INSTRON CORPORATION 100 Royall Street - Canton, MA 02021-1089
FOR IMMEDIATE RELEASE
- ---------------------
INSTRON ANNOUNCES SHAREHOLDER APPROVAL OF ACQUISITION
-----------------------------------------------------
CANTON, MA - September 3, 1999 - Instron Corporation (ASE:ISN) announced that at
the meeting of Instron shareholders held earlier today its shareholders approved
the acquisition of Instron by Kirtland Capital Partners by a vote in excess of
84% of the outstanding shares of Instron common stock. Pursuant to the merger
agreement, Instron shareholders will receive $22.00 for each share of Instron
common stock held. The transaction is subject to the satisfaction of certain
customary closing conditions and it is anticipated that the transaction will
close by the end of September. Promptly following the closing of the
transaction, Instron will send to shareholders instructions detailing the
necessary steps to surrender their shares of Instron common stock in exchange
for the $22.00 per share price.
CONTACT: Linton A. Moulding, Chief Financial Officer
Telephone: (781) 828-2500
Facsimile: (781) 575-5750
Email: [email protected]
Website: www.Instron.com
The Difference is Measurable
TEL: (718) 828-2500 - FAX: (781) 575-5750
