PRELIMINARY COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
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ARMATRON INTERNATIONAL, INC.
----------------------------
(Name of the Issuer)
ARMATRON INTERNATIONAL, INC.
ARMATRON MERGER CORPORATION
----------------------------
(Names of Person(s) Filing Statement)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of Class of Securities)
042167106
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(CUSIP Number of Class of Securities)
Charles J. Housman Anne L. Bruno, Esq.
Chairman of the Board, Mintz, Levin, Cohn, Ferris,
President and Chief Executive Officer Glovsky and Popeo, P.C.
Armatron International, Inc. One Financial Center
2 Main Street Boston, MA 02111
Melrose, MA 02176 (617) 542-6000
(781) 321-2300
(Name, Address and Telephone Number of Persons
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, 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. 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: [X]
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee
<S> <C>
$664,132.23 $132.83
<FN>
<F*> The amount of the Transaction Valuation calculated in accordance
with Rule 0-11(b) under the Securities Exchange Act of 1934, as
amended.
</FN>
</TABLE>
[ ] 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.
INTRODUCTION
This Rule 13e-3 Transaction Statement as amended by Amendment No. 1
thereto (the "Statement") relates to the Agreement and Plan of Merger dated
as of May 7, 1999 (the "Merger Agreement") between Armatron International,
Inc., a Massachusetts corporation ("Armatron" or the "Company"), and
Armatron Merger Corporation, a Massachusetts corporation ("MergerCo"). A
copy of the Merger Agreement is attached as Appendix A to the Proxy
Statement filed by the Company (the "Proxy Statement") and is attached
hereto as Exhibit (c)(1).
The Merger Agreement provides, among other things, for the merger of
MergerCo into the Company (the "Merger") with the Company continuing as the
surviving corporation (the "Surviving Corporation"). In the Merger: (i) each
outstanding share of common stock, par value $1.00 per share, of the Company
(the "Common Stock") will be converted into the right to receive $.27 in
cash (except that any shares held by MergerCo or held in the Company's
treasury will be canceled and any stockholder who properly dissents from the
Merger will be entitled to appraisal rights under Massachusetts law); (ii)
each outstanding share of common stock, $.01 par value per share, (or
fraction thereof) of MergerCo (the "MergerCo Common Stock") will be
converted into one share of common stock, $.01 par value per share, (or
fraction thereof) of the Surviving Corporation; and (iii) each outstanding
share of Series A Preferred Stock, $100 par value per share, of the Company
will be converted into one share of Series A Preferred Stock, $.01 par value
per share, of the Surviving Corporation.
Immediately prior to the Merger, Charles J. Housman, Chairman of the
Board, President and Chief Executive Officer of the Company and Edward L.
Housman, a director of the Company and President of Automatic Radio
International Corp., a wholly owned subsidiary of the Company, together with
all members of their families or affiliates and the family members or
affiliates of the late Herbert E. Housman and the late Frank M. Housman, who
are stockholders of the Company are anticipated to contribute 1,384,277
shares of Common Stock to MergerCo in exchange for 13,842.77 shares of
MergerCo Common Stock. In the Merger, all such shares of MergerCo Common
Stock will be converted into common stock of the Surviving Corporation as
described above.
As a result of the Merger and these related transactions, immediately
following the Merger, (x) Charles J. Housman and Edward L. Housman together
with their family members or affiliates and the family members or affiliates
of the late Herbert E. Housman and the late Frank M. Housman who contribute
their shares of Common Stock to MergerCo will own 100.0% of the outstanding
common stock of the Surviving Corporation and (y) the Housman Realty Trust
under the Amended and Restated Declaration of Trust dated January 11, 1990
will own 100.0% of the outstanding Series A Preferred Stock of the Surviving
Corporation.
The following cross-reference sheet shows the location of certain
information in the Proxy Statement relating to the Merger filed by the
Company with the Securities and Exchange Commission. The information in the
Proxy Statement, including all appendices thereto, is hereby expressly
incorporated herein by reference and the responses to each item of this
Statement are qualified in their entirety by the provisions of the Proxy
Statement. The Proxy Statement will be completed and, if appropriate,
amended prior to the time it is first sent or given to stockholders. This
Statement will be amended to reflect such completion or amendment of the
Proxy Statement.
Cross Reference Sheet
(Pursuant to General Instruction F to Schedule 13E-3)
Schedule 13E-3
Item Number and Caption Location in the Proxy Statement
- ----------------------- -------------------------------
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) Front page of Proxy Statement.
(b) Front page of Proxy Statement, "Market
Prices of Common Stock" and "The Special
Meeting -- Record Date and Voting."
(c) and (d) "Market Prices of Common Stock."
(e) Not applicable.
(f) Not applicable.
Item 2. Identity and Background.
(a) - (d) and (g) Front page of Proxy Statement, "Available
Information," "Management of the Company
and MergerCo" and "MergerCo."
(e) and (f) Not applicable.
Item 3. Past Contacts, Transactions or Negotiations.
(a) "Special Factors -- Background of the
Merger" and "-- Interests of Certain
Persons in the Merger."
(b) Not applicable.
Item 4. Terms of the Transaction.
(a) and (b) "Special Factors -- Background of the
Merger," "-- Interests of Certain Persons
in the Merger," "The Merger and the
Merger Agreement" and "Merger
Financings."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a) and (b) Not applicable.
(c) "Management of the Company and MergerCo."
(d) "Unaudited Pro Forma Condensed
Consolidated Financial Data," "Pro Forma
Capitalization," "Book Value Per Share,"
"Security Ownership of Certain Beneficial
Owners and Management -- Post Merger
Beneficial Ownership" and "Merger
Financings."
(e) Not applicable.
(f) and (g) "Special Factors -- Certain Effects of
the Merger."
Item 6. Source and Amount of Funds or Other Consideration.
(a) "Merger Financings."
(b) "Fees and Expenses."
(c) Not applicable.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) and (c) "Summary -- Special Factors," "Special
Factors -- Background of the Merger," "--
Recommendation of the Board; Reasons for
the Merger; Findings of Fairness" and "--
Opinion of Financial Adviser."
(b) "Summary -- Special Factors" and "Special
Factors -- Background of the Merger."
(d) "Special Factors -- Certain Effects of
the Merger," "-- Material Federal Income
Tax Consequences," "-- Interests of
Certain Persons in the Merger" and
"Unaudited Pro Forma Condensed
Consolidated Financial Data."
Item 8. Fairness of the Transaction.
(a), (b), (d) and (e) "Special Factors -- Background of the
Merger," "-- Recommendation of the Board;
Reasons for the Merger; Findings of
Fairness" and "-- Opinion of Financial
Adviser."
(c) "Special Factors -- Interests of Certain
Persons in the Merger" and "The Special
Meeting -- Vote Required; Revocability of
Proxies."
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a), (b) and (c) "Special Factors -- Background of the
Merger," "-- Opinion of Financial
Adviser" and "Appendix B -- Opinion of
Gordon Associates Inc."
Item 10. Interest in Securities of the Issuer.
(a) "Security Ownership of Certain Beneficial
Owners and Management."
(b) "Special Factors -- Interests of Certain
Persons in the Merger."
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
"Special Factors -- Interests of Certain Persons in the Merger," "The
Special Meeting -- Vote Required; Revocability of Proxies," "The Merger and
the Merger Agreement" and "Certain Relationships and Related Transactions."
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
(a) and (b) "Special Factors -- Recommendation of the
Board; Reasons for the Merger, Findings
of Fairness," "-- Interests of Certain
Persons in the Merger" and "The Special
Meeting -- Vote Required; Revocability of
Proxies."
Item 13. Other Provisions of the Transaction.
(a) "Appraisal Rights."
(b) and (c) Not applicable.
Item 14. Financial Information.
(a) "Incorporation of Documents By
Reference," "Selected Historical
Consolidated Financial Data," "Book Value
Per Share" and "Ratio of Earnings to
Fixed Charges."
(b) "Unaudited Pro Forma Condensed
Consolidated Financial Data," "Pro Forma
Capitalization," "Book Value Per Share"
and "Ratio of Earnings to Fixed Charges."
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) Not applicable.
(b) Not applicable.
Item 16. Additional Information.
The information set forth in the Proxy Statement and all annexes thereto is
incorporated herein by reference in its entirety.
Item 17. Material to be Filed as Exhibits Separately Included Herewith.
SCHEDULE 13E-3
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of equity securities which is the subject
of this Statement is Armatron International, Inc., whose principal executive
office is located at 2 Main Street, Melrose, MA 02176.
(b) The title of the equity securities which are the subject of the
Rule 13e-3 transaction is common stock, par value $1.00 per share, and
2,459,749 shares of such Common Stock were outstanding as of May 31, 1999.
Armatron had approximately 1,078 stockholders of record as of July 6, 1999.
The information set forth in the Section "Market Prices of Common Stock" and
"The Special Meeting -- Record Date and Voting" of the Proxy Statement is
incorporated herein by reference.
(c) and (d). The information set forth in the Section "Market Prices
of Common Stock" of the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable. Neither MergerCo nor Armatron nor any affiliate
thereof have purchased any shares of Common Stock since the commencement of
Armatron's second full fiscal year preceding the date hereof.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g). This Statement is being filed jointly by (i) Armatron
International, Inc., the issuer of the class of equity securities which is
the subject of this Rule 13e-3 transaction, and (ii) MergerCo. The
information set forth in the Sections "Available Information," "Management
of the Company and MergerCo" and "MergerCo" of the Proxy Statement is
incorporated herein by reference.
(e) and (f) Not applicable. None of the persons or entities with
respect to whom information is required by this item was, during the last
five years, convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or 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 judgment, decree or final order enjoining
further violations of, or prohibiting activities, subject to, federal or
state securities laws or finding of any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the Sections "Special Factors --
Background of the Merger" and "-- Interests of Certain Persons in the
Merger" of the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b) The information set forth in the Sections "Special Factors
- -- Background of the Merger," "-- Interests of Certain Persons in the
Merger," "The Merger and the Merger Agreement" and "Merger Financings" of
the Proxy Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) and (b) Not applicable.
(c) The information set forth in the Section "Management of the
Company and MergerCo" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth in the Sections "Unaudited Pro Forma
Condensed Consolidated Financial Data," "Pro Forma Capitalization," "Book
Value Per Share," "Security Ownership of Certain Beneficial Owners and
Management -- Post Merger Beneficial Ownership" and "Merger Financings" of
the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) and (g) The information set forth in the Section "Special Factors
- -- Certain Effects of the Merger" of the Proxy Statement is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
(a) The information set forth in the Section "Merger Financings" of
the Proxy Statement is incorporated herein by reference.
(b) The information set forth in the Section "Fees and Expenses" of
the Proxy Statement is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) and (c) The information set forth in Sections "Summary -- Special
Factors," "Special Factors -- Background of the Merger," "-- Recommendation
of the Board; Reasons for the Merger; Findings of Fairness" and "-- Opinion
of Financial Adviser" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in Sections "Summary -- Special
Factors" and "Special Factors -- Background of the Merger" of the Proxy
Statement is incorporated herein by reference.
(d) The information set forth in Sections "Special Factors -- Certain
Effects of the Merger," "-- Material Federal Income Tax Consequences," "--
Interests of Certain Persons in the Merger" and "Unaudited Pro Forma
Condensed Consolidated Financial Data" of the Proxy Statement is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b), (d) and (e) The information set forth in Sections "Special
Factors -- Background of the Merger, " "-- Recommendation of the Board;
Reasons for the Merger; Findings of Fairness" and "-- Opinion of Financial
Adviser" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in the Sections "Special Factors --
Interests of Certain Persons in the Merger" and "The Special Meeting -- Vote
Required; Revocability of Proxies" of the Proxy Statement is incorporated
herein by reference.
(f) Not applicable, no such offer has been received.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) and (b) The information set forth in the Sections "Special
Factors -- Background of the Merger," "-- Opinion of Financial Adviser" and
"Appendix B -- Opinion of Gordon Associates Inc." of the Proxy Statement is
incorporated herein by reference.
(c) The Opinion of Gordon Associates Inc., dated April 21, 1999, is
included in the information to be circulated to stockholders and shall also
be made available for inspection and copying at the principal executive
offices of the Company during its regular business hours by any interested
stockholder of the Company or his or its representative who has been
designated in writing. At the written request of such stockholder, a copy of
such opinion will be sent, at the stockholder's expense, to such stockholder
or his or its representative.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Section "Security Ownership of
Certain Beneficial Owners and Management" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in the Section "Special Factors --
Interests of Certain Persons in the Merger" of the Proxy Statement is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the Sections "Special Factors --
Interests of Certain Persons in the Merger," "The Special Meeting -- Vote
Required; Revocability of Proxies," "The Merger and the Merger Agreement"
and "Certain Relationships and Related Transactions" of the Proxy Statement
is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) and (b) The information set forth in the Sections "Special Factors
- -- Recommendation of the Board; Reasons for the Merger; Findings of
Fairness," "-- Interests of Certain Persons in the Merger" and "The Special
Meeting -- Vote Required; Revocability of Proxies" of the Proxy Statement is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Section "Appraisal Rights" of
the Proxy Statement is incorporated herein by reference.
(b) and (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Sections "Incorporation of
Documents by Reference," "Selected Historical Consolidated Financial Data,"
"Book Value Per Share" and "Ratio of Earnings to Fixed Charges" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in the Sections "Unaudited Pro Forma
Condensed Consolidated Financial Data," "Pro Forma Capitalization," "Book
Value Per Share" and "Ratio of Earnings to Fixed Charges" of the Proxy
Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and all annexes
thereto is incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
(b)(1) Fairness Opinion of Gordon Associates Inc. dated April 21,
1999 is attached as Appendix B to Proxy Statement (Exhibit (d)).
(c)(1) Agreement and Plan of Merger dated as of May 7, 1999 by and
between Armatron and MergerCo is attached as Appendix A to Proxy Statement
(Exhibit (d)).
(d) Proxy Statement.
(e) Sections 85 through 98 of the Massachusetts Business Corporation
Law relating to appraisal rights is attached as Appendix C to Proxy
Statement (Exhibit (d)).
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.
ARMATRON INTERNATIONAL, INC.
Date: July 6, 1999 By: /s/ Charles J. Housman
---------------------------------
Charles J. Housman
Chairman of the Board
President and Chief
Executive Officer
ARMATRON MERGER CORPORATION
Date: July 6, 1999 By: /s/ Charles J. Housman
---------------------------------
Charles J. Housman
President
