AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
KNAPE & VOGT MANUFACTURING COMPANY
(Name of Issuer)
KNAPE & VOGT MANUFACTURING COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $2.00 PER SHARE
(Title of Class of Securities)
498782 10 1
(CUSIP Number of Class of Securities)
Jack D. Poindexter
Chief Financial Officer, Treasurer
Knape & Vogt Manufacturing Company
2700 Oak Industrial Drive, N.E.
Grand Rapids, Michigan 49505
(616) 459-3311
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
COPIES TO:
Donald L. Johnson, Esq.
Varnum, Riddering, Schmidt & Howlett LLP
Suite 1700, 333 Bridge Street, N.W.
Grand Rapids, Michigan 49504
September 2, 1998
(Date Tender Offer First Published,
Sent, or Given to Security Holders)
<TABLE>
CALCULATION OF FILING FEE
<S> <C>
Transaction Valuation* Amount of Filing
$26,400,000 $5,280
</TABLE>
*Calculated solely for the purpose of determining the filing fee, based upon the
purchase of 1,200,000 shares at the maximum tender offer price per share of
$22.00.
[ ] 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.
Amount Previously Paid: $5,280 Filing Party: Knape & Vogt
Manufacturing Company
Form or Registration No.: Schedule 13E-4 Date Filed: September 2, 1998
<PAGE>
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule
13E-4 filed on September 2, 1998 (the "Statement") is being made solely for the
purpose of filing, as Exhibit (a)(10), the press release issued by Knape & Vogt
Manufacturing Company on October 1, 1998.
Item 9. Material to be Filed as Exhibits
(a)-(c) A list of exhibits filed with this Statement is set
forth on the Index to Exhibits immediately following the signature page of this
Statement and is incorporated herein by reference.
(d)-(f) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13E-4 is true, complete and
correct.
KNAPE & VOGT MANUFACTURING COMPANY
October 1, 1998. By /s/ Jack D. Poindexter
Jack D. Poindexter
Chief Financial Officer and Treasurer
204772
<PAGE>
EXHIBIT INDEX
(a) (1) Form of Offer to Purchase, dated September 2, 1998.
(a) (2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).
(a) (3) Form of Notice of Guaranteed Delivery.
(a) (4) Form of Letter to Shareholders of the Company, dated September 2, 1998,
from Allan E.Perry,President and Chief Executive Officer of the
Company.
(a) (5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated September 2, 1998.
(a) (6) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a) (7) Form of Letter from Old Kent Bank ("Old Kent"), as trustee, to
participants in the Knape & Vogt Manufacturing Company Employees'
Retirement Savings Plan, including the form of Direction Form to Old
Kent from participants in such plan.
(a) (8) Form of Summary Advertisement, dated September 2, 1998.
(a) (9) Text of Press Release issued by the Company, dated September 1, 1998.
(a) (10) Text of Press Release issued by the Company, dated October 2, 1998.
(b) Loan Agreement (revolving line of credit) extended by Old Kent to Company,
dated as of November 29, 1993 (as amended on February 16, 1995, June 28,
1996), filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K
for the year ended June 30, 1996, and as amended February 1, 1997, filed as
Exhibit 10(e) to the Company's Form 10-K for the year ended June 30, 1998,
are incorporated herein by reference, and are included herein as well.
(c) Letter Agreement and Restricted Stock Award Agreement, each dated July 1,
1998, each between the Company and William R. Dutmers, filed as Exhibits
10(g) and 10(h), respectively, to the Company's Annual Report on Form 10-K
for the year ended June 30, 1998, are incorporated herein by reference, and
are included herein as well.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
<PAGE>
Exhibit (a) (10)
FOR IMMEDIATE RELEASE
CONTACT: Jack Poindexter, Chief Financial Officer and Treasurer
Knape & Vogt Manufacturing Company, (616) 459-3311 x250
KNAPE & VOGT ANNOUNCES PRELIMINARY RESULTS OF DUTCH TENDER OFFER
GRAND RAPIDS, Michigan, October 1, 1998 - Knape & Vogt Manufacturing
Company (NASDAQ/NMS:KNAP) announced today the preliminary results of its "Dutch
Auction" self-tender offer for its common stock. On September 2, 1998, Knape &
Vogt announced its offer to purchase up to 1,200,000 shares of its common stock,
at a price not greater than $22 nor less than $19 per share. The offer expired
at 12:00 midnight, New York City time, on September 30, 1998. The tender offer
has not been extended.
Based on the preliminary count by Harris Trust and Savings Bank, the
Depository for the offer, Knape & Vogt expects to purchase 1,275,420 shares,
which includes the exercise of the option to purchase additional shares, at $21
per share, which represents all shares tendered at $21 and below. Shares
tendered at prices in excess of the purchase price will be promptly returned.
The determination of the actual number of shares to be purchased, the final
proration factor and the purchase price are subject to final confirmation and
proper delivery of all the shares tendered and not properly withdrawn, including
the shares tendered pursuant to the guaranteed delivery procedure. Knape & Vogt
intends to announce final results of the tender offer as soon as practical
following the calculation of the final proration factor.
Knape & Vogt Manufacturing Company, which celebrated it 100th anniversary
in 1998, designs, manufactures, and distributes storage-related products for
original equipment manufacturers, specialty distributors, hardware chains and
every major home center in the country. Knape & Vogt's major product categories
include precision, Euro-style and utility drawer slides; wall attached shelving
units; kitchen and bath storage products; and specialty hardware products.
Additional information on Knape & Vogt is available on the Company's Internet
site, which is located at http://www.kv.com
# # #
