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SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549
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SCHEDULE 13E-3
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: [ ]
Calculation of Filing Fee
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Transaction Valuation(1) Amount of Filing Fee(2)
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$10,320,000 $2,064
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[X] Check box if any part of the fee is offset 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.
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Amount previously paid: $2,064 Filing party: Polk Audio, Inc.
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Form or registration no.: Schedule 13e-4 Date filed: March 30, 1999
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Exhibit Index is located on Page 10
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(1) The total transaction value is based on a maximum aggregate offer price of
$12.00 based on the purchase of 860,000 Shares, pursuant to the terms of
the offer.
(2) Calculated as 1/50 of 1% of the transaction value.
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INTRODUCTION
This 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 constitute the "Offer"), copies of which are filed as
Exhibits (d) (1) and (d) (2) hereto respectively. The following Cross-Reference
Sheet prepared pursuant to General Instruction F to Schedule 13E-3 shows the
location in the Issuer Tender Offer Statement on Schedule 13E-4 filed by the
Company (the "Schedule 13E-4") with the Securities and Exchange Commission on
the date hereof of the information required to be included in this Schedule
13E-3. The information set forth in Schedule 13E-4, including all Exhibits
thereto, is expressly incorporated herein by reference as set forth in the
Cross-Reference Sheet and the responses in this Schedule 13E-3, and such
responses are qualified in their entirety by reference to the information
contained in the Offer to Purchase and the annexes thereto.
CROSS-REFERENCE SHEET
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<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 13E-4
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Item 1(a) Item 1(a) and (b)
Item 1(b) Item 1(b)
Item 1(c) Item 1(c)
Item 1(d) *
Item 1(e) *
Item 1(f) *
Item 2(a) *
Item 2(b) *
Item 2(c) *
Item 2(d) *
Item 2(e) *
Item 2(f) *
Item 2(g) *
Item 3(a) *
Item 3(b) *
Item 4(a) *
Item 4(b) Item 5
Item 5 Item 3
Item 6(a) Item 2(a)
Item 6(b) *
Item 6(c) Item 2(b)
Item 6(d) *
Item 7(a) Item 3
Item 7(b) *
Item 7(c) *
</TABLE>
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<TABLE>
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Item 7(d) *
Item 8 *
Item 9 *
Item 10(a) *
Item 10(b) *
Item 11 Item 5
Item 12(a) *
Item 12(b) *
Item 13 *
Item 14 Item 7
Item 15(a) *
Item 15(b) Item 6
Item 16 *
Item 17 Item 9
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*The Item is located in Schedule 13E-3 only.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a)-(c) The response to Item 1(a)-(c) of Schedule 13E-4 is incorporated
herein by reference and the information set forth in the Offer to Purchase under
"The Tender Offer -- Price Range of Shares; Dividends" is incorporated herein by
reference.
(d) The information set forth in the Offer to Purchase under "The Tender
Offer -- Price Range of Shares; Dividends" is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is filed by the issuer of the equity securities that
are the subject of the Rule 13e-3 transaction and Messrs. Polk and Klopfer,
affiliates of the issuer. The response to Item 1(a) of the Schedule 13E-4 is
incorporated herein by reference. The information set forth in Schedule I to the
Offer to Purchase is incorporated herein by reference.
(e)-(f) During the last five years, neither the Company nor, to the best
knowledge of the Company, any director or executive officer of the Company (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
(g) The citizenship of the directors and executive officers of the Company
are set forth in Schedule I to the Offer to Purchase and are incorporated herein
by reference.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in the Offer to Purchase under "Special
Factors -- Background and Purpose of the Offer; Certain Effects of the Offer;
Plans of the Company after the Offer" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase on the cover page
thereof and under "Introduction," "Special Factors -- Background and Purpose of
the Offer; Certain Effects of the Offer; Plans of the Company after the Offer,"
"The Tender Offer -- Terms of the Offer; Expiration Date," "The Tender Offer
- --Acceptance for Payment and Payment for Shares," "The Tender Offer --
Procedures for Accepting the Offer and Tendering Shares," "The Tender Offer --
Withdrawal Rights," "The Tender Offer -- Dividends and Distributions," "The
Tender Offer -- Certain Conditions of the Offer," "The Tender Offer -- Certain
Legal Matters and Regulatory Approvals" and "The Tender Offer -- Miscellaneous"
are incorporated herein by reference.
(b) The response to Item 5 of the Schedule 13E-4 is incorporated herein by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The response to Item 3 of the Schedule 13E-4 is incorporated herein
by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (c) The response to Item 2 of the Schedule 13E-4 is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase in "Special Factors
- -- Fees and Expenses" and "The Tender Offer -- Fees and Expenses" is
incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The response to Item 3 of the Schedule 13E-4 is incorporated herein
by reference. The information set forth in the Offer to Purchase under "The
Tender Offer -- Certain Federal Income Tax Consequences" is incorporated herein
by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors --Background and Purpose of the Offer; Certain
Effects of the Offer; Plans of the Company after the Offer," "Special Factors --
Interests of Certain Persons in the Offer and the Second-Step Transaction,"
"Special Factors -- Position of the Company's Board; Fairness of the Offer," and
"Special Factors -- Opinion of Ferris, Baker Watts, Incorporated" is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
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(a)-(c) The information set forth in the Offer to Purchase under "Special
Factors -- Background and Purpose of the Offer; Certain Effects of the Offer;
Plans of the Company after the Offer," "Position of the Company's Board;
Fairness of the Offer," "Special Factors -- Opinion of Ferris, Baker Watts,
Incorporated," "The Tender Offer -- Financing the Offer" and in Schedule II is
incorporated by reference herein.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Beneficial Ownership of Shares " and Schedule I is incorporated
herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The response to Item 5 of the Schedule 13E-4 is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSATION.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors --Background and Purpose of the Offer; Certain
Effect of the Offer; Plans of the Company after the Offer," "Special Factors --
Position of the Company's Board; Fairness of the Offer," "Special Factors --
Interests of Certain Persons in the Offer and the Second-Step Transaction" and
"Special Factors -- Beneficial Ownership of Shares" is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Rights of Stockholders in the Event of Second-Step Transaction" and
in Schedule III is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Offer to Purchase under "The Tender
Offer -- Certain Information Concerning the Company" is incorporated herein by
reference. In addition, the Company's audited financial statements as of March
29, 1998, and March 30, 1997, and for each of the three years in the period
ended March 29, 1998, are included in the Company's Annual Report on Form 10-K
for the year ended March 29, 1998, which is incorporated herein by reference.
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Also, the Company's unaudited financial statements for the period ended
December 27, 1998, are included in the Company's quarterly report on Form 10-Q
which are incorporated herein by reference.
(b) The information set forth in "The Tender Offer -- Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Background and Purpose of the Offer; Certain Effects of the Offer;
Plans of the Company after the Offer," "Special Factors --Position of the
Company's Board; Fairness of the Offer," "The Tender Offer -- Financing of the
Offer and the Second-Step Transaction," and "The Tender Offer -- Effect of the
Offer on the Market for the Shares; AMEX Listing and Exchange Act
Registration" is incorporated herein by reference.
(b) The response to Item 6 of the Schedule 13E-4 is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
The response to Item 8(e) of the Schedule 13E-4 is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Commitment Letter from NationsBank, N.A. to the Company dated March
23, 1999 (filed as Exhibit (b)(1) to the Schedule 13E-4 and incorporated herein
by reference).
(a)(2) Form of Financing and Security Agreement between the Company and
NationsBank, N.A. (filed as Exhibit (b)(2) to the Schedule 13E-4 and
incorporated herein by reference).
(a)(3) Form of Security Agreement between the Company and NationsBank,
N.A. (filed as Exhibit (b)(3) to the Schedule 13E-4 and incorporated herein
by reference).
(b)(1) Opinion of Ferris, Baker Watts, Incorporated dated March 24, 1999. *
(c) None.
(d)(1) Form of the Offer to Purchase dated March 30, 1999 (filed as
Exhibit (a)(1) to the Schedule 13E-4 and incorporated herein by reference).
(d)(2) Form of the Letter of Transmittal (filed as Exhibit (a)(2) to the
Schedule 13E-4 and incorporated herein by reference).
(d)(3) Form of Notice of Guaranteed Delivery (filed as Exhibit (a)(3) to
the Schedule 13E-4 and incorporated herein by reference).
(d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees (filed as Exhibit (a)(4) to the Schedule 13E-4 and
incorporated herein by reference).
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients (filed as Exhibit (a)(5) to the Schedule
13E-4 and incorporated herein by reference).
(d)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (filed as Exhibit (a)(6) to the Schedule 13E-4
and incorporated herein by reference).
(d)(7) Press Release issued by the Company on March 24, 1999 (filed as
Exhibit (a)(7) to the Schedule 13E-4 and incorporated herein by reference).
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(d)(8) Letter to Stockholders from George M. Klopfer, Chief Executive
Officer of the Company, dated as of March 30, 1999 (filed as Exhibit (a)(8) to
the Schedule 13E-4 and incorporated herein by reference).
(e) Summary of Stockholder Appraisal Rights and Sections 3-201 through
3-213 of the Maryland General Corporation Law. **
(f) Not Applicable.
(g) (1) Audited Consolidated Financial Statements of the Company as of and
for the fiscal years ended March 29, 1998 and March 30, 1997 (incorporated by
reference to the Company's Annual Report, filed as Exhibit 13.1 to and
incorporated by reference into the Company's Annual Report on Form 10-K for the
fiscal year ended March 29, 1998).
(g) (2) Unaudited Consolidated Financial Statements of the Company as of
and for the nine-month periods ended December 28, 1997 and December 27, 1998
(incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended December 27, 1998).
(h) Issuer Tender Offer Statement on Schedule 13E-4.
* Attached to Form of the Offer to Purchase dated March 30, 1999 as Schedule
II
** Attached to Form of the Offer to Purchase dated March 30, 1999 as Schedule
III
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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: March 30, 1999
POLK AUDIO, INC.
By: /s/ George M. Klopfer
----------------------------------
Name: George M. Klopfer
Title: Chief Executive Officer
By: /s/ Matthew S. Polk
----------------------------------
Name: Matthew S. Polk
By: /s/ George M. Klopfer
----------------------------------
Name: George M. Klopfer
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EXHIBIT INDEX
(a)(1) Commitment Letter from NationsBank, N.A. to the Company dated March
23, 1999 (filed as Exhibit (b)(1) to the Schedule 13E-4 and incorporated herein
by reference).
(a)(2) Form of Financing and Security Agreement between the Company and
NationsBank, N.A. (filed as Exhibit (b)(2) to the Schedule 13E-4 and
incorporated herein by reference).
(a)(3) Form of Security Agreement between the Company and NationsBank,
N.A. (filed as Exhibit (b)(3) to the Schedule 13E-4 and incorporated herein
by reference).
(b)(1) Opinion of Ferris, Baker Watts, Incorporated dated March 24, 1999. *
(c) None.
(d)(1) Form of the Offer to Purchase dated March 30, 1999 (filed as
Exhibit (a)(1) to the Schedule 13E-4 and incorporated herein by reference).
(d)(2) Form of the Letter of Transmittal (filed as Exhibit (a)(2) to the
Schedule 13E-4 and incorporated herein by reference).
(d)(3) Form of Notice of Guaranteed Delivery (filed as Exhibit (a)(3) to
the Schedule 13E-4 and incorporated herein by reference).
(d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees (filed as Exhibit (a)(4) to the Schedule 13E-4 and
incorporated herein by reference).
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients (filed as Exhibit (a)(5) to the Schedule
13E-4 and incorporated herein by reference).
(d)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (filed as Exhibit (a)(6) to the Schedule 13E-4
and incorporated herein by reference).
(d)(7) Press Release issued by the Company on March 24, 1999 (filed as
Exhibit (a)(7) to the Schedule 13E-4 and incorporated herein by reference).
(d)(8) Letter to Stockholders from George M. Klopfer, Chief Executive
Officer of the Company, dated as of March 30, 1999 (filed as Exhibit (a)(8) to
the Schedule 13E-4 and incorporated herein by reference).
(e) Summary of Stockholder Appraisal Rights and Sections 3-201 through
3-213 of the Maryland General Corporation Law. **
(f) Not Applicable.
(g)(1) Audited Consolidated Financial Statements of the Company as of and
for the fiscal years ended March 29, 1998 and March 30, 1997 (incorporated by
reference to the Company's Annual Report, filed as Exhibit 13.1 to and
incorporated by reference into the Company's Annual Report on Form 10-K for the
fiscal year ended March 29, 1998).
(g)(2) Unaudited Consolidated Financial Statements of the Company as of
and for the nine-month periods ended December 28, 1997 and December 27, 1998
(incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended December 27, 1998).
(h) Issuer Tender Offer Statement on Schedule 13E-4.
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* Attached to Form of the Offer to Purchase dated March 30, 1999 as Schedule
II
** Attached to Form of the Offer to Purchase dated March 30, 1999 as Schedule
III
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