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SCHEDULE 13E-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 2
International Design Group, Inc.
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(Name of the Issuer)
International Design Group, Inc., Robert L. Gardner
David Raymond and Marilyn Gardner
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(Name of Person(s) Filing Statement)
$0.05 Par Value Common Stock
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(Title of Class of Securities)
458931-30-0
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(CUSIP Number of Class of Securities)
Stanley F. Freedman, Esq.
Krys Boyle Freedman Scott & Sawyer, P.C.
600 Seventeenth Street
Suite 2700 South Tower
Denver, Colorado 80202
Telephone: (303) 893-2300
Facsimile: (303) 893-2882
(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):
[x] a. The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR240.14c-1 to 240.14c-101]
[ ] b. The filing of a registration statement under the Securities Act
of 1933.
[ ] c. A tender offer.
[ ] d. None of the above.
[x] Check the box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies.
<TABLE>
<CAPTION>
Calculation of Amount of
Transaction Valuation Filing Fee Filing Fee
<S> <C> <C>
$382,239 is the maximum aggregate amount 1/50th of 1% of $76.45
of cash payments that the Registrant $382,239
would be required to pay to stockholders
in lieu of fractional shares as the result
of the proposed transaction which is the
subject of this Schedule 13E-3 Transaction
Statement
</TABLE>
[ ] Check the 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:__________________________
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CROSS-REFERENCE SHEET
Schedule 13E-3 Item Location
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1. Issuer and Class of Security Subject
to the Transaction Schedule 13E-3
2. Identity and Background Schedule 13E-3
3. Past Contacts, Transactions or
Negotiations Schedule 13E-3
Information Statement-
"CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS;"
Form 10-KSB for fiscal year
ended February 29, 1996
"CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS;"
Form 10-KSB for fiscal year
ended February 28, 1995
"CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS."
4. Terms of the Transaction Schedule 13E-3
5. Plans or Proposals of the Issuer
or Affiliate Schedule 13E-3
6. Source and Amounts of Funds or Other
Consideration Information Statement -
PROPOSED REVERSE STOCK
SPLIT-Financing of the
Reverse Stock Split"
7. Purpose(s), Alternatives, Reasons and
Effects Information Statement -
PROPOSED REVERSE STOCK
SPLIT
8. Fairness of the Transaction Information Statement -
PROPOSED REVERSE STOCK
SPLIT-Fairness of the
Reverse Stock Split-
Determination of Fair
Value
9. Reports, Opinions, Appraisals and
Certain Negotiations Information Statement -
PROPOSED REVERSE STOCK
SPLIT
10. Interest in Securities of the Issuer SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT and
PROPOSED REVERSE STOCK
SPLIT
11. Contracts, Arrangements or
Understandings with Respect to the
Issuer's Securities Schedule 13E-3
12. Present Intention and Recommendation
of Certain Persons with Regard to the
Transaction Information Statement -
PROPOSED REVERSE STOCK
SPLIT-Conduct of the
Company's Business after
the Reverse Stock Split-
Stockholders Eligible to
Continue as Stockholders
without Additional
Purchases
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13. Other Provisions of the Transaction Information Statement -
PROPOSED REVERSE STOCK
SPLIT
14. Financial Information Information Statement -
Financial Information
15. Persons and Assets Employed, Retained
or Utilized Schedule 13E-3
16. Additional Information Schedule 13E-3
17. Material to be Filed as Exhibits Schedule 13E-3
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Item 1.Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer is International Design Group, Inc. (the
"Company"). The address of the Company's principal executive
offices is:
3201 Griffin Road, Suite 210
Dania, Florida 33312
(b) As of November 30, 1996, there were 3,768,401 shares of the
Company's $.05 par value, common stock (the "Common Stock")
outstanding. As of that date, the Company's Common Stock was
held by 1,673 stockholders of record.
(c) The Company's Common Stock has been quoted in the "pink sheets"
since October 31, 1989, and is only traded sporadically.
Accordingly, there is no current established public market for
the Common Stock. From 1989 through 1994, quotations for the
stock that are reflected in the Company's periodic reports were
estimated, on a calendar basis, by one of the market makers in
the Company's Common Stock. Since the beginning of 1995
quotations have been obtained from the National Quotation Bureau.
Inter-dealer quotations (without adjustment for retail mark-up,
mark-down or commissions, and which do not necessarily represent
actual transactions) indicate that the average bid price for the
stock during the past six months was $0.193 per share. The
current bid price for the Company's Common Stock is $0.063 per
share, and the most recent trade was made at $0.06 per share.
The low and high bid quotations (obtained from the National
Quotation Bureau) for each quarter for the last two years were
as follows:
<TABLE>
<CAPTION>
1994
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Low Bid High Bid
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<S> <C> <C>
Fourth Quarter .25 .25
</TABLE>
<TABLE>
<CAPTION>
1995
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Low Bid High Bid
------- --------
<S> <C> <C>
First Quarter .125 .25
Second Quarter .1875 .25
Third Quarter .1875 .25
Fourth Quarter .1875 .25
</TABLE>
<TABLE>
<CAPTION>
1996
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Low Bid High Bid
------- --------
<S> <C> <C>
First Quarter .1875 .25
Second Quarter .1875 .1875
Third Quarter .1875 .1875
Fourth Quarter .1875 .1875
</TABLE>
(d) No dividends have been paid on the Company's Common Stock
during the past two years and no dividends are presently anticipated.
The Company is a party to certain loan documents (a senior loan from an
unaffiliated bank and a subordinated loan from a director of the
Company) which by their terms prohibit the Company from declaring or
paying any dividends without first obtaining the written consent of
each of the respective lenders.
(e) The Company has not offered or sold any securities for cash
pursuant to any underwritten offering during any of the past three years.
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(f) The Company has made sporadic purchases of odd-lots of its
Common Stock since the commencement of the Company's second full fiscal
year preceding the date of this schedule at prices varying from $0.16 to
$0.50 per share. The average purchase prices for each quarterly
period of the Company are as follows:
<TABLE>
<CAPTION>
Average
Purchase Amount of
Number of Total Price Shares
Quarter Ended Transactions Price Per Share Purchased
- ------------- ------------ ----- --------- ---------
<S> <C> <C> <C> <C>
May 31, 1994 6 $19,313 $0.32 60,356
August 31, 1994 0 0 0 0
November 30, 1994 1 $ 1,983 $0.29 6,840
February 28, 1995 5 $ 4,140 $0.35 11,828
May 31, 1995 2 $ 7,955 $0.37 21,500
August 31, 1995 3 $ 6,320 $0.28 22,572
November 30, 1995 2 $ 4,275 $0.29 14,740
February 29, 1996 3 $ 4,046 $0.29 13,952
May 31, 1996 0 0 0 0
August 31, 1996 0 0 0
------- -------- ------ --------
$48,032 $0.32 151,788
</TABLE>
Item 2. Identity and Background.
1. (a) Robert L. Gardner
(b) 3201 Griffin Rd, Suite 210
Dania, Florida 33312
(c) Chairman of the Board of the Company. The address of the
Company's principal executive offices is:
3201 Griffin Road, Suite 210
Dania, Florida 33312
(d) Mr. Gardner has served as the Chairman of the Board of the
Company since December 1986 and as a director of the Company
since September 1986 and as the Treasurer of the Company from
September 1986 through July 1988. From September 1986 to
December 1986, Mr. Gardner served as the President of the
Company. Prior to purchasing a substantial number of shares
of the Company, Mr. Gardner was aprivate investor. Mr.
Gardner was the Chairman of Griggs International, Inc., a
publicly-held manufacturer of office, school and theater
seating from 1978 to 1983. In 1983, the business was sold
and the company liquidated.
(e) Not applicable.
(f) Not applicable.
(g) Citizen of the United States.
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2. (a) David Raymond
(b) 3201 Griffin Rd
Dania, Florida 33312
(c) President, Secretary, Treasurer of the Company. The address
of the Company's pricipal executive offices is:
3201 Griffin Road, Suite 210
Dania, Florida 33312
(d) Mr. Raymond has served as Treasurer of the Company since
July, 1988 and was appointed President, Secretary and a
Director on July 10, 1990. From 1981 until 1987, Mr.
Raymond was employed by the accounting firm of Touche Ross
and Co. (currently Deloitte & Touche). Mr. Raymond is a
Certified Public Accountant licensed in Florida and is a
member of the American Institute of Certified Public
Accountants.
(e) Not applicable.
(f) Not applicable.
(g) Citizen of the United States.
3. (a) Marilyn Gardner
(b) 3201 Griffin Rd
Dania, Florida 33312
(c) Director of the Company. The address of the Company's
pricipal executive offices is:
3201 Griffin Road, Suite 210
Dania, Florida 33312
(d) Marilyn Gardner was appointed as a Director of the Company
on February 22, 1993. Mrs. Gardner is a private investor
who has mad investments in a wide variety of business
ventures.
(e) Not applicable.
(f) Not applicable.
(g) Citizen of the United States.
Item 3. Past Contacts, Transactions or Negotiations.
(a) 1. For a discussion of the transactions with affiliates please
see "Certain Relationships and Related Transactions" in the
Information Statement for the Company which is filed
herewith and incorporated herein by reference and "Certain
Relationships and Related Transactions" in the Forms 10-KSB
for the Company for the fiscal years ended February 29, 1996
and February 28, 1995 which are incorporated herein by
reference.
2. There have been no contacts, negotiations or transactions
entered into or occurred since the Company's second full
fiscal year preceding the date of this schedule between the
affiliates and the Company concerning a merger, consolidation
or acquisition or sale of a material amount of assets of the
Company. The only contacts, negotiations or transactions
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which occurred since the Company's second full fiscal year
preceding the date of this schedule between the affiliates
and the Company regarding a tender offer are those set forth
in "Reasons for the Reverse Stock Split-Alternatives
Considered" in the Information Statement for the Company
which is filed herewith and incorporated herein by reference.
The only contacts, negotiations or transactions which
occurred since the Company's second full fiscal year
preceding the date of this schedule between the affiliates
and the Company regarding the election of directors of the
Company are the annual elections of directors (the affiliates
comprise all of the directors) which takes place at the
Company's annual meeting.
(b) Not applicable.
Item 4. Terms of the Transaction.
(a) The material terms of the Rule 13e-3 transaction are as
follows:
Pursuant to a resolution adopted on October 22, 1996, the Company's
Board of Directors has unanimously recommended that the Company "go
private" by undertaking a reverse stock split pursuant to which one
new share of the Company's Common Stock will be issued in exchange
for each 12,500 shares of the Company's Common Stock that are
currently issued and outstanding, and one new share of the Company's
Preferred Stock will be issued in exchange for each 12,500 shares of
the Company's Preferred Stock that are currently issued and
outstanding. Shares of the Company's Common Stock and Preferred
Stock that are currently issued and outstanding are hereinafter
referred to as the "Old Shares," and the shares of Common Stock and
Preferred Stock that will become issued and outstanding upon
consummation of the proposed reverse stock split are hereinafter
referred to as the "New Shares."
To the extent that this reverse stock split results in any
stockholder owning less than a full New Share, the Company will pay
cash for each such fractional share in an amount equal to the
appropriate fraction of $.39 per whole share (which represents the
fair value of a whole share before the consummation of the proposed
reverse stock split as determined by the Company's Board of Directors).
(b) There is no term or arrangement concerning the Rule 13e-3
transaction relating to any security holder of the issuer which is not
identical to that relating to other security holders of the same class
of securities of the issuer; however, the fair value of fractional
shares of Common Stock was determined by the members of the Board of
Directors (all of whom own stock and none of whom will be eliminated
by the reverse split) in their sole discretion utilizing what they
consider to be reasonable indicators of the value of the Company's
stock at the present time. No fairness opinion has been obtained
with respect to the subject reverse stock split and no outside
experts were consulted by the Board of Directors in making its
determination.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a) There is currently no known plan or proposal of the issuer or any
affiliate regarding activities or transactions which are to occur
after the 13e-3 transaction which relate to or that would result in
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries.
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(b) There is currently no known plan or proposal of the issuer or any
affiliate regarding activities or transactions which are to occur
after the 13e-3 transaction which relate to or that would result in a
sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries.
(c) There is currently no known plan or proposal of the issuer or any
affiliate regarding activities or transactions which are to occur
after the 13e-3 transaction which relate to or that would result in
any change in the present board of directors or management of the
issuer including, but not limited to, any plan or proposal to change
the number or term of directors, to fill any existing vacancy on the
board or change any material term of the employment contract of any
executive officer.
(d) There is currently no known plan or proposal of the issuer or any
affiliate regarding activities or transactions which are to occur
after the 13e-3 transaction which relate to or that would result in
any material change in the present dividend rate or policy or
indebtedness or capitalization of the issuer, except that in order
for the issuer to continue its growth, it must obtain additional
financing and due to the debt covenant ratios placed on the issuer by
its current lender, the issuer cannot increase such debt load without
obtaining additional equity and/or debt financing (at this time the
issuer has no specific plan regarding such equity or debt financing
other than the reverse stock split contemplated herein).
(e) There is currently no known plan or proposal of the issuer or any
affiliate regarding activities or transactions which are to occur
after the 13e-3 transaction which relate to or that would result in
any other material change in the issuer's corporate structure or
business except that in order for the issuer to continue its growth,
it must obtain additional financing and due to the debt covenant
ratios placed on the issuer by its current lender, the issuer cannot
increase such debt load without obtaining additional equity and/or
debt financing (at this time the issuer has no specific plan
regarding such equity or debt financing other than the reverse stock
split contemplated herein).
(f) The issuer's $0.05 par value Common Stock will become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934 as the result of the proposed reverse
stock split. Pursuant to this, the issuer intends to file a Form 15
with the Securities and Exchange Commission (the "Commission") upon
competition of the reverse stock split. Should the Commission accept
the certification contained in the Form 15 regarding the reduction in
the number of shareholders, the issuer's Section 12(g) registration
shall terminate ninety days after the filing of the Form 15.
(g) The issuer's Section 13 reporting requirements shall cease upon
the filing of the Form 15.
Item 6. Source and Amounts of Funds or Other Consideration.
(a) Please see "PROPOSED REVERSE STOCK SPLIT-Financing of the Reverse
Stock Split" in the Information Statement for the Company which is
filed herewith and incorporated herein by reference.
(b) Please see "PROPOSED REVERSE STOCK SPLIT-Financing of the Reverse
Stock Split" in the Information Statement for the Company which is
filed herewith and incorporated herein by reference.
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<PAGE>
(c) Please see "PROPOSED REVERSE STOCK SPLIT-Financing of the Reverse
Stock Split" in the Information Statement for the Company which is
filed herewith and incorporated herein by reference.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
Please see the following sections in the Information Statement for the
Company filed herewith and incorporated herein by reference:
Items 7(a), (b) and (c):
PROPOSED REVERSE STOCK SPLIT
PROPOSED REVERSE STOCK SPLIT-Reasons for the Reverse Stock Split
Item 7(d):
PROPOSED REVERSE STOCK SPLIT-Conduct of the Company's Business
After the Reverse Stock Split
PROPOSED REVERSE STOCK SPLIT-Certain Federal Income Tax
Consequences
Item 8. Fairness of the Transaction.
Items 8(a) and (b): Please see "PROPOSED REVERSE STOCK SPLIT-
Fairness of the Reverse Stock Split-Determination of Fair Value" in
the Information Statement for the Company which is filed herewith and
incorporated herein by reference.
Item 8(c): The Reverse Stock Split has not been structured so
that the approval of at least a majority of unaffiliated security
holders is required.
Item 8(d): Please see "PROPOSED REVERSE STOCK SPLIT-Fairness of
the Reverse Stock Split-Absence of Independent Third Party Valuation of
Arm's Length Negotiations" in the Information Statement for the Company
which is filed herewith and incorporated herein by reference.
Item 8(e): The Reverse Stock Split has been approved by all
directors, two of whom are employees of the Company.
Item 8(f): No offers have been received.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Please see "PROPOSED REVERSE STOCK SPLIT-Fairness of the Reverse
Stock Split-Absence of Independent Third Party Valuation of Arm's Length
Negotiations-Determination of Fair Value" in the Information Statement
for the Company which is filed herewith and incorporated herein by
reference.
(b)Not applicable.
(c)Not applicable.
Item 10. Interest in Securities of the Issuer.
Item 10(a): Please see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" in the Information Statement for the Company
which is filed herewith and incorporated herein by reference.
Item 10(b): Please see "PROPOSED REVERSE STOCK SPLIT-Recent
Purchases of Stock by the Company and/or Affiliates" in the Information
Statement for the Company which is filed herewith and incorporated
herein by reference.
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Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
No contracts, arrangements, understandings or relationships in
connection with the Reverse Stock Split exist between the Company and/or
the affiliates and any third party relating to the securities of the Company.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
Item 12(a): Please see "PROPOSED REVERSE STOCK SPLIT-Conduct of the
Company's Business after the Reverse Stock Split-Stockholders Eligible
to Continue as Stockholders without Additional Purchases" in the
Information Statement for the Company which is filed herewith and
incorporated herein by reference.
Item 12(b): As all persons named in Item 12(a) are directors of the
Company, they have, in effect, by voting to approve the Reverse Stock
Split made a recommendation in favor of such Reverse Stock Split.
Item 13. Other Provisions of the Transaction.
Item 13(a): Please see "PROPOSED REVERSE STOCK SPLIT-Lack of Appraisal
Rights" in the Information Statement for the Company which is filed
herewith and incorporated herein by reference.
Item 13(b): There are no provisions to allow unaffiliated stockholders
to obtain access to the corporate files of the issuer (other than those
set forth in the Delaware General Corporation Law and the Bylaws of the
Company) or to obtain counsel or appraisal services at the expense of
the Company.
Item 14. Financial Information.
Please see "Financial Information" and "Summary Financial
Information" in the Information Statement for the Company which is
filed herewith and incorporated herein by reference.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)No officer, employee, class of employee or corporate asset
has been or is proposed to be employed, availed of or utilized by the
Company in connection with the Reverse Stock Split, except that officers
and employees of the Company have caused this Schedule 13E-3 transaction
statement and the Information Statement to be prepared during the
normal course of their employment with the Company, and the Company
is paying all of the costs and other expenses associated with the
preparation of this Schedule 13E-3 and the Information Statement, the
preparation and providing of such notices and other communications to
and with stockholders as may be necessary or appropriate under the
circumstances and all of the costs and expenses associated with the
consummation of the Reverse Stock Split.
(b)No person has been retained or employed by the Company to make
solicitations or recommendations in connection with the Reverse Stock
Split.
Item 16. Additional Information.
There is no additional information necessary to make the required
statements made herein not materially misleading.
Item 17.Material to be Filed as Exhibits.
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(a)None.
(b)None.
(c)None.
(d)None.
(e)None.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
(Registrant) International Design Group Inc.
BY(Signature) /s/ David Raymond
(Name and title) David Raymond, President
(Date) April 29, 1997
BY(Signature) /s/ Robert L. Gardner
(Date) April 29, 1997
BY(Signature) /s/ Marilyn Gardner
(Date) April 29, 1997
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