<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
APOGEE ENTERPRISES, INC.
------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.33-1/3 par value
------------------------------------------------------------------
(Title of Class of Securities)
03759810
---------------------
(CUSIP Number)
Robert H. Gorlin
2300 Harmon Road, Auburn Hills, Michigan 48326-1714 (810) 340-1800
------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1996
------------------------------------
(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 (b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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 be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE> 2
CUSIP NO. 03759810 13D PAGE 2 OF 7 PAGES
----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Guardian Industries Corp. - Tax ID No. 38-0614230
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 495,700
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 345,700
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,700
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.67%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
Common Stock, $.33-1/3 Par Value, of Apogee Enterprises, Inc. (the
"Issuer"), 7900 Xerxes Avenue South, Suite 1944, Minneapolis, MN 55431 (the
"Stock").
ITEM 2. IDENTITY AND BACKGROUND.
Guardian Industries Corp. a Delaware corporation (the "Corporation"). The
Corporation is engaged principally in the manufacture and fabrication of flat
glass. The address of the Corporation's principal office is 2300 Harmon Road,
Auburn Hills, Michigan 48326-1714.
The following tabulation sets forth certain information with respect to
the executive officers and directors of the Corporation. Each such person is a
citizen of the United States and, unless otherwise indicated, has his business
address at the Corporation's principal office at 2300 Harmon Road, Auburn
Hills, Michigan 48326-1714. If such person's principal occupation is other
than as an officer of the Corporation, his position with the Corporation is
shown parenthetically.
Principal Occupation and Business Address if
Name Different from the Corporation's Principal Offices
------------------ --------------------------------------------------
William Davidson President
Ralph J. Gerson Executive Vice President and Director
Russell J. Ebeid President/Glass Division and Director
Jack W. Sights President/Automotive Products Group
Jeffrey A. Knight Group Vice President/Finance
Peter S. Walters Group Vice President
Joseph G. Bruce Vice President/Purchasing
<PAGE> 4
Page 4 of 7 Pages
James D. Moore Group Vice President
Zone Industrielle Wosler, L-3452 Dudelange
Grand-Duche de Luxembourg
Charles G. Croskey Group Vice President
11535 E. Mountain View
Kingsburg, California 93631
Richard Alonzo Vice President/Engineering
Paul M. Rappaport Vice President and Tax Counsel
David A. Clark Vice President/Corporate Finance and
Acquisitions and Treasurer
Robert H. Gorlin Vice President and General Counsel
Oscar H. Feldman Attorney at Law, Counsel to Butzel Long
Suite 200, 32270 Telegraph
Birmingham, Michigan 48025-2457
(Director and Assistant Secretary)
(d) Neither the Corporation nor any of its executive officers or directors
has, during the last five years, been convicted in a criminal proceeding.
(e) Neither the Corporation nor any of its executive officers or directors
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
he or it was or is subject to any 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The source of the funds used in the acquisition of shares of the Stock is
the Corporation's working capital. The amount of funds used through the date
of this Amendment No. 4 to purchase shares of the Stock is approximately
$17,500,000. The Corporation has received approximately $8,600,000 from its
sale of shares of the Stock through the date of this Amendment No. 4.
<PAGE> 5
Page 5 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The Corporation has purchased and sold shares of the Stock for investment
purposes.
(a) The Corporation may purchase or sell additional shares of the Stock
from time to time, depending on the Corporation's evaluation of market
conditions and the prospects for its investment in the Issuer.
(b)-(j) The Corporation has no plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its securities; a
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; any material change
in the present capitalization or dividend policy of the Issuer; any other
material change in the Issuer's business or corporate structure; changes in the
Issuer's charter, bylaws or other actions which may impede the control of the
Issuer by any person; causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Corporation beneficially owns 495,700 shares of the Stock
representing approximately 3.67% of the Stock.
(b) The Corporation has sole power to vote 495,700 shares of the Stock and
sole power to dispose of 345,700 shares of the Stock.
(c) The following sales transactions have been effected by the Corporation
during the sixty days immediately before the date of this Amendment No. 4.
Each such transaction was effected in an open market transaction by a member of
the National Association of Securities Dealers through the facilities of the
National Association of Securities Dealers Automated Quotation System.
<PAGE> 6
Page 6 of 7 Pages
<TABLE>
<CAPTION>
Date Number of Shares Sold Selling Price Per Share
------- --------------------- -----------------------
<S> <C> <C>
1/26/96 50,000 $17.50
1/31/96 75,000 $17.875
2/1/96 42,000 $18.125
2/1/96 5,000 $17.875
2/1/96 50,000 $18.375
2/2/96 25,000 $18.250
</TABLE>
In addition, as described in Item 6, on January 11, 1996, the Corporation
granted options on 150,000 shares of the Stock to Morgan Stanley & Co.
International Limited ("Morgan Stanley").
(d) None.
(e) As of January 31, 1996, the Corporation ceased to be the beneficial
owner of more than five percent (5%) of the Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On January 11, 1996, the Corporation granted two options to Morgan Stanley
whereby Morgan Stanley was granted the right to purchase an aggregate of
150,000 shares of Stock from the Corporation on July 11, 1996. One option
grants Morgan Stanley the right to purchase 50,000 shares of the Stock for
$17.00 per share and the other option grants Morgan Stanley the right to
purchase 100,000 shares of the Stock for $18.50 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Confirmations Nos. CAGAT4 and CAGAU0, each dated January 11, 1996, between
the Corporation and Morgan Stanley.
<PAGE> 7
Page 7 of 7 Pages
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
Date: February 19, 1996
GUARDIAN INDUSTRIES CORP.
By: /s/ Robert H. Gorlin
-------------------------------
Robert H Gorlin, Vice President
and General Counsel
<PAGE> 8
Exhibit A
---------
DATE: JANUARY 11, 1996 CONFIRM#: CAGAU0
OPENING CONFIRMATION
OF THE OVER-THE-COUNTER EQUITY OPTION TRANSACTION
BETWEEN:
MORGAN STANLEY CO. INTERNATIONAL LIMITED ("MSIL")
AND
GUARDIAN INDUSTRIES CORP.
("COUNTERPARTY")
WITH MORGAN STANLEY & CO. INCORPORATED ("MS&CO."), AS AGENT
Please check this Confirmation carefully and immediately so that errors or
discrepancies can be promptly identified and rectified. Please sign and return
to Jayson Spring at Morgan Stanley & Co. Incorporated, 1251 Avenue of the
Americas, New York, New York 10020, Phone (212) 703-7290. Facsimile: (212)
703-5708.
BUYER: MSIL
SELLER: COUNTERPARTY
TRADE DATE: JANUARY 11, 1996
PREMIUM PAYMENT DATE: JANUARY 17, 1996
OPTION SECURITY: APOGEE ENTERPRISES INC
OPTION STYLE: EUROPEAN
OPTION TYPE: CALL
NUMBER OF UNITS 100,000.00
MULTIPLIER: 1
STRIKE PRICE PER SHARE (USD): 18.50
EXPIRATION DATE: JULY 11, 1996
PREMIUM (USD): 1.0000
SETTLEMENT CURRENCY: US DOLLAR ("USD")
PRICE SOURCE: NASDAQ
EXERCISE TIME: IN ACCORDANCE WITH PRACTICE FOR EXERCISE
AS USED BY THE PRICE SOURCE
NOTICE TIME: NOT APPLICABLE
AUTOMATIC EXERCISE: APPLICABLE
SETTLEMENT DATE: 3 BUSINESS DAYS AFTER EXPIRATION DATE
MARKET VALUE DETERMINATION: AVERAGE OF OFFICIAL MARKET CLOSING BID
PRICE AND ASK PRICE
MANNER OF SETTLEMENT: CASH SETTLEMENT
CALCULATION AGENT: MSIL
Premium is due to be paid to the Seller by the Buyer on the Premium Payment
Date using the wire instructions below:
Counterparty
Wire Instruction:
_____________________________
_____________________________
_____________________________
Page 1 of 6 of Exhibit A
<PAGE> 9
Exhibit A
This Confirmation evidences a complete binding agreement between MSIL and
Counterparty as to the terms of the Transaction to which this Confirmation
relates.
In addition, MSIL and Counterparty agree to use all reasonable efforts promptly
to negotiate, execute, and deliver an agreement in the form of the ISDA Master
Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such
modifications as MSIL and Counterparty will in good faith agree. Upon the
execution by MSIL and Counterparty of such an agreement, this Confirmation will
supplement, form a part of, and be subject to that agreement. All provisions
contained or incorporated by reference in that agreement upon its execution
will govern this Confirmation except as expressly modified below. Until we
execute and deliver that agreement, this Confirmation, together with all other
documents referring to the ISDA Form (each a "Confirmation") confirming
transactions (each a "Transaction") entered into between us (notwithstanding
anything to the contrary in a Confirmation), shall supplement, form a part of,
and be subject to an agreement in the form of the ISDA Form as if we had
executed an agreement in such form (with the Schedule distributed to you by us)
on the Trade Date of the first such Transaction between us. In the event of
any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purpose of this
Transaction.
Counterparty and MSIL each represents to the other party that: (A) it is not
relying upon any representation (whether written or oral) of the other party
other than the representations expressly set forth herein, in any credit
support document or in the ISDA Form; and (B) in connection with the ISDA Form,
this Transaction and any other documentation relating to this Transaction,
Counterparty represents and acknowledges that (i) it is entering into this
Transaction with a full understanding of the material terms and risks thereof,
and is capable of assuming those risks; (ii) it has made its investment and
trading decisions (including decisions regarding the suitability of this
Transaction) based upon its own judgment and upon any advice from such advisors
as it has deemed necessary, and not in reliance upon any view expressed by
MSIL; (iii) MSIL is not acting as a fiduciary or an advisor for it, and all
decisions have been the result of arms' length negotiations between the
parties; and (iv) MSIL has not given to it any assurance or guarantee as to the
expected performance or result of this Transaction.
MS&Co. does not guarantee MSIL's performance.
All Transactions (when applicable) are subject to the constitution, by-laws,
rules, customs, practices and interpretations of the exchange or market where
executed and of the clearing agency through which delivery or payment or
comparison of data respecting the terms of settlement is effected and of all
applicable regulatory agencies or authorities (including, when applicable, the
United States Securities and Exchange Commission, Federal Reserve Board, and
National Association of Securities Dealers, Inc.) The time of execution of
this Transaction will be furnished to Counterparty upon request. This
Confirmation and the Transaction evidenced hereby will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and wholly performed within New York, without reference to
choice of law doctrine.
GUARDIAN INDUSTRIES CORP.
\s\ R. Mark Manion
- ---------------------------------------
(Signature)
Name: R. Mark Manion Title: Assistant Treasurer Date: 1/19/96
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
- ------------------------------------------
(Signature)
Name: Title: Date:
------------------------------ ---------- ---------
ACKNOWLEDGED: MORGAN STANLEY & CO., INCORPORATED, as agent
\s\ Ralph F. Reynolds
- ------------------------------------------
(Signature)
Name: Ralph Reynolds Title: Managing Director Date: 1/16/96
Page 2 of 6 of Exhibit A
<PAGE> 10
Exhibit A
SPECIAL EVENTS: (i) In the event of a cash tender offer such that the Option
Security ceases to exist, MSIL shall have the right to
terminate the Transaction as such time without penalty
("Early Unwind"). MSIL will notify Counterparty of the
date for an Early Unwind ("Unwind Date"). Upon Early
Unwind, each Option will terminate and be sold by Buyer
and bought by Seller at Fair Market Value. Fair Market
Value of each Option will be determined by the
Calculation Agent using a conventional option valuation
model deemed acceptable by the Calculation Agent (or
using any other means mutually acceptable to both Buyer
and Seller). In the case of Early Unwind, the Fair
Market Value will be affected by, but not limited to,
the following factors.
a. Time Remaining: The number of days from the
Unwind Date up to and including the Expiration
Date.
b. Stock Price: The closing price of the Option
Security on the Unwind Date.
c. Volatility: The average of the 21-day volatility
of the Option Security for each Business Day
during the 3 months prior to the Unwind Date.
d. Dividend Yield: Calculated using dividend
amounts payable on regular dividend payment
dates on the Option Security as estimated and
determined by the Calculation Agent for the
period beginning on the Unwind Date and ending
on the Expiration Date.
(ii) If the issuer of the Option Security announces any
change in its dividend policy before the Expiration
Date, the Strike Price per share will be adjusted by the
Calculation Agent in an amount it determines is
appropriate.
Page 3 of 6 of Exhibit A
<PAGE> 11
Exhibit A
DATE: JANUARY 11, 1996 CONFIRM#: CAGAT4
OPENING CONFIRMATION
OF THE OVER-THE-COUNTER EQUITY OPTION TRANSACTION
BETWEEN:
MORGAN STANLEY CO. INTERNATIONAL LIMITED ("MSIL")
AND
GUARDIAN INDUSTRIES CORP.
("COUNTERPARTY")
WITH MORGAN STANLEY & CO. INCORPORATED ("MS&CO."), AS AGENT
Please check this Confirmation carefully and immediately so that errors or
discrepancies can be promptly identified and rectified. Please sign and return
to Jayson Spring at Morgan Stanley & Co. Incorporated, 1251 Avenue of the
Americas, New York, New York 10020, Phone (212) 703-7290. Facsimile: (212)
703-5708.
BUYER: MSIL
SELLER: COUNTERPARTY
TRADE DATE: JANUARY 11, 1996
PREMIUM PAYMENT DATE: JANUARY 17, 1996
OPTION SECURITY: APOGEE ENTERPRISES INC
OPTION STYLE: EUROPEAN
OPTION TYPE: CALL
NUMBER OF UNITS 50,000.00
MULTIPLIER: 1
STRIKE PRICE PER SHARE (USD): 17
EXPIRATION DATE: JULY 11, 1996
PREMIUM (USD): 1.5600
SETTLEMENT CURRENCY: US DOLLAR ("USD")
PRICE SOURCE: NASDAQ
EXERCISE TIME: IN ACCORDANCE WITH PRACTICE FOR EXERCISE
AS USED BY THE PRICE SOURCE
NOTICE TIME: NOT APPLICABLE
AUTOMATIC EXERCISE: APPLICABLE
SETTLEMENT DATE: 3 BUSINESS DAYS AFTER EXPIRATION DATE
MARKET VALUE DETERMINATION: AVERAGE OF OFFICIAL MARKET CLOSING BID
PRICE AND ASK PRICE
MANNER OF SETTLEMENT: CASH SETTLEMENT
CALCULATION AGENT: MSIL
Premium is due to be paid to the Seller by the Buyer on the Premium Payment
Date using the wire instructions below:
Counterparty
Wire Instruction:
____________________________
_____________________________
_____________________________
Page 4 of 6 of Exhibit A
<PAGE> 12
Exhibit A
This Confirmation evidences a complete binding agreement between MSIL and
Counterparty as to the terms of the Transaction to which this Confirmation
relates.
In addition, MSIL and Counterparty agree to use all reasonable efforts promptly
to negotiate, execute, and deliver an agreement in the form of the ISDA Master
Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such
modifications as MSIL and Counterparty will in good faith agree. Upon the
execution by MSIL and Counterparty of such an agreement, this Confirmation will
supplement, form a part of, and be subject to that agreement. All provisions
contained or incorporated by reference in that agreement upon its execution
will govern this Confirmation except as expressly modified below. Until we
execute and deliver that agreement, this Confirmation, together with all other
documents referring to the ISDA Form (each a "Confirmation") confirming
transactions (each a "Transaction") entered into between us (notwithstanding
anything to the contrary in a Confirmation), shall supplement, form a part of,
and be subject to an agreement in the form of the ISDA Form as if we had
executed an agreement in such form (with the Schedule distributed to you by us)
on the Trade Date of the first such Transaction between us. In the event of
any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purpose of this
Transaction.
Counterparty and MSIL each represents to the other party that: (A) it is not
relying upon any representation (whether written or oral) of the other party
other than the representations expressly set forth herein, in any credit
support document or in the ISDA Form; and (B) in connection with the ISDA Form,
this Transaction and any other documentation relating to this Transaction,
Counterparty represents and acknowledges that (i) it is entering into this
Transaction with a full understanding of the material terms and risks thereof,
and is capable of assuming those risks; (ii) it has made its investment and
trading decisions (including decisions regarding the suitability of this
Transaction) based upon its own judgment and upon any advice from such advisors
as it has deemed necessary, and not in reliance upon any view expressed by
MSIL; (iii) MSIL is not acting as a fiduciary or an advisor for it, and all
decisions have been the result of arms' length negotiations between the
parties; and (iv) MSIL has not given to it any assurance or guarantee as to the
expected performance or result of this Transaction.
MS&Co. does not guarantee MSIL's performance.
All Transactions (when applicable) are subject to the constitution, by-laws,
rules, customs, practices and interpretations of the exchange or market where
executed and of the clearing agency through which delivery or payment or
comparison of data respecting the terms of settlement is effected and of all
applicable regulatory agencies or authorities (including, when applicable, the
United States Securities and Exchange Commission, Federal Reserve Board, and
National Association of Securities Dealers, Inc.) The time of execution of
this Transaction will be furnished to Counterparty upon request. This
Confirmation and the Transaction evidenced hereby will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and wholly performed within New York, without reference to
choice of law doctrine.
GUARDIAN INDUSTRIES CORP.
\s\ R. Mark Manion
- ---------------------------------------
(Signature)
Name: R. Mark Manion Title: Assistant Treasurer Date: 1/19/96
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
- ------------------------------------------
(Signature)
Name: Title: Date:
------------------------------ ---------- ---------
ACKNOWLEDGED: MORGAN STANLEY & CO., INCORPORATED, as agent
\s\ Ralph F. Reynolds
- ------------------------------------------
(Signature)
Name: Ralph Reynolds Title: Managing Director Date: 1/16/96
Page 5 of 6 of Exhibit A
<PAGE> 13
Exhibit A
SPECIAL EVENTS: (i) In the event of a cash tender offer such that the Option
Security ceases to exist, MSIL shall have the right to
terminate the Transaction as such time without penalty
("Early Unwind"). MSIL will notify Counterparty of
the date for an Early Unwind ("Unwind Date"). Upon
Early Unwind, each Option will terminate and be sold by
Buyer and bought by Seller at Fair Market Value. Fair
Market Value of each Option will be determined by the
Calculation Agent using a conventional option valuation
model deemed acceptable by the Calculation Agent (or
using any other means mutually acceptable to both Buyer
and Seller). In the case of Early Unwind, the Fair
Market Value will be affected by, but not limited to,
the following factors.
a. Time Remaining: The number of days from the
Unwind Date up to and including the Expiration
Date.
b. Stock Price: The closing price of the Option
Security on the Unwind Date.
c. Volatility: The average of the 21-day
volatility of the Option Security for each
Business Day during the 3 months prior to the
Unwind Date.
d. Dividend Yield: Calculated using dividend
amounts payable on regular dividend payment
dates on the Option Security as estimated and
determined by the Calculation Agent for the
period beginning on the Unwind Date and ending
on the Expiration Date.
(ii) If the issuer of the Option Security announces any
change in its dividend policy before the Expiration
Date, the Strike Price per share will be adjusted
by the Calculation Agent in an amount it determines is
appropriate.
Page 6 of 6 of Exhibit A
