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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Amendment No. 2
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
POLK AUDIO , INC.
(Name of the Issuer)
POLK AUDIO, INC.
GEORGE M. KLOPFER
MATTHEW S. POLK, JR.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
730900-10-7
(CUSIP Number of Class of Securities)
GEORGE M. KLOPFER
CHIEF EXECUTIVE OFFICER
POLK AUDIO, INC.
5601 METRO DRIVE
BALTIMORE, MARYLAND 21215
410-358-3600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
WITH A COPY TO:
LAWRENCE R. SEIDMAN, ESQ.
PIPER & MARBURY L.L.P.
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
410-576-5013
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This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] 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: [ ]
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INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (the "Schedule 13E-3") is being filed by Polk Audio, Inc., a Maryland
corporation (the "Company") and George M. Klopfer and Matthew S. Polk, Jr.,
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended and
Rule 13e-3 thereunder in connection with the tender offer by the Company to
purchase up to 860,000 (or such lesser number as are properly tendered) of its
shares of common stock, $0.01 par value per share (the "Shares"), at a price of
$12.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
March 30, 1999 (the "Offer to Purchase") and the related Letter of Transmittal
(which together with the Offer to Purchase, each as amended or supplemented from
time to time, constitute the "Offer"), copies of which are filed as Exhibits (d)
(1) and (d) (2) hereto respectively.
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ITEM 16. ADDITIONAL INFORMATION.
The Offer expired at 12:00 am midnight, eastern daylight time, on April
30, 1999. Based on the final count by American Stock Transfer & Trust Company,
the depositary for the Offer, 581,167 shares of the Company's common stock
were properly tendered pursuant to the Offer. Under the terms of the Offer, the
Company accepted for purchase and purchased all of the 581,167 shares.
On May 4, 1999, the Company issued a press release announcing the
expiration of the Offer and final results of the Offer. A copy of the press
release issued by the Company on May 4, 1999, is attached hereto as Exhibit
(d)(9) and incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(9) Press Release issued by the Company on May 4, 1999.
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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.
Dated: May 3, 1999
POLK AUDIO, INC.
By: /s/ George M. Klopfer
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Name: George M. Klopfer
Title: Chief Executive Officer
By: /s/ Matthew S. Polk
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Name: Matthew S. Polk
By: /s/ George M. Klopfer
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Name: George M. Klopfer
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EXHIBIT INDEX
(d)(9) Press Release issued by the Company on May 4, 1999.
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POLK AUDIO, INC. ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER FOR
SHARES OF ITS COMMON STOCK
BALTIMORE--(BUSINESS WIRE)--May 4, 1999 --Polk Audio, Inc. (AMEX: PKA) announced
today the final results of its $12.00 per share self-tender offer for up to
860,000 shares of the Company's common stock. The Offer expired at midnight,
eastern daylight time, on April 30, 1999.
Based on the final count by American Stock Transfer & Trust Company, the
depositary for the Offer, 581,167 shares of the Company's common stock were
properly tendered pursuant to the Offer. Under the terms of the Offer, the
Company accepted for purchase and purchased all of the 581,167 shares. The
Company expects that the depositary will begin issuing payment for shares
purchased in the Offer on May 7, 1999 and will complete the payment process as
promptly as possible.
As previously announced, because of the very small stockholder base and the
infrequent trading activity for the Company's common stock and certain other
factors, the Company intends to eventually delist its common stock from
the American Stock Exchange (AMEX), to terminate the registration of its
common stock under the Securities Exchange Act of 1934, and thus cause the
Company to become a private company. The purpose of the tender offer was
to provide stockholders with liquidity for their shares prior to delisting and
deregistration.
The Company is reviewing the merits of engaging in a subsequent merger, reverse
stock split or other corporate transaction that will result in additional shares
which were not tendered being converted into cash, or engaging in no transaction
at all. It is contemplated that the consideration payable to stockholders in
any subsequent transaction will be cash in an amount equal to the tender offer
price. A decision is expected to be made as soon as possible but, in any event,
no later than May 18, 1999, at which time the Company will issue another press
release. The AMEX has indicated that it intends to lift the current trading
halt in the Company's common stock, but reserves the right to halt trading upon
subsequent developments or announcements by the Company.
Polk Audio, Inc. is a manufacturer of high-quality loudspeaker systems based
in Baltimore, Maryland.
This release contains forward-looking statements within the meaning of that term
in the Private Securities Litigation Reform Act of 1995 (the Act). Statements
contained herein that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions of the Act. Forward-looking
statements may include, but are not limited to, projections of revenue, income,
or loss and capital expenditures, statements regarding future operations,
financing needs, and plans relating to products of the Company, assessments of
materiality, and predictions of future events, as well as assumptions relating
to the foregoing. Forward-looking statements are inherently subject to risks and
uncertainties, and the Company's actual results could differ materially from
those set forth in or underlying the forward-looking statements contained in
this release as a result of various factors including, without limitation,
consumer acceptance of new technology and new products, competition, pricing,
borrowing costs, foreign manufacturing, sourcing, and sales, and other risk
factors.
