SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
(Amendment No. 1)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
THE MORGAN GROUP, INC.
(NAME OF ISSUER)
THE MORGAN GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK, $0.15 PAR VALUE 617358 10 6
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF
SECURITIES)
DENNIS R. DUERKSEN, CHIEF FINANCIAL OFFICER
THE MORGAN GROUP, INC.
2746 OLD U.S. 20 WEST
ELKHART, INDIANA 46514-1168
(219) 295-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS(S) FILING STATEMENT)
Copy to:
ERIC R. MOY, ESQ.
BARNES & THORNBURG
11 SOUTH MERIDIAN STREET
INDIANAPOLIS, INDIANA 46204
(317) 236-1313
February 22, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,000,000 $200.00 [1/50 X 1%]
* Calculated solely for purposes of determining the filing fee, based upon
the purchase of 100,000 shares at the maximum tender offer price per share
of $10.00.
[ ] 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.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") filed February 22, 1999 relating
to the tender offer by The Morgan Group, Inc., a Delaware corporation (the
"Company"), to purchase up to 100,000 shares of its Class A common stock, $.015
par value per share (the "Shares") at prices, net to the seller in cash, not
greater than $10.00 nor less than $8.50 per Share, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated February 22, 1999 (the
"Offer to Purchase") and the related Letter of Transmittal (which are herein
collectively referred to as the "Offer"). Copies of such documents are filed as
Exhibits (a)(1) and (a)(2), respectively, to the Statement.
ITEM 8. ADDITIONAL INFORMATION.
(e) The information set forth in Section 7 -- "Certain Conditions of
the Offer" of the Offer to Purchase is amended and restated in its entirety as
follows:
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
promulgated under the Exchange Act, if at any time on or after February 22, 1999
and prior to the Expiration Date any of the following events shall have occurred
(or shall have been determined by the Company to have occurred) that, in the
Company's judgment in any such case and regardless of the circumstances giving
rise thereto (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
(a) there shall have been threatened, instituted or be pending
before any court, agency, authority or other tribunal any
action, suit or proceeding by any government or governmental,
regulatory or administrative agency or authority or by any
other person, domestic, foreign or supranational, or any
judgment, order or injunction entered, enforced or deemed
applicable by any such court, authority, agency or tribunal,
which (i) challenges or seeks to make illegal, or to delay or
otherwise directly or indirectly to restrain, prohibit or
otherwise affect the making of the Offer, the acquisition of
Shares pursuant to the Offer or is otherwise related in any
manner to, or otherwise affects, the Offer or (ii) could, in
the reasonable judgment of the Company, materially affect the
business, condition (financial or otherwise), income,
operations or prospects of the Company and its subsidiaries,
taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company
and its subsidiaries, taken as a whole, or materially impair
the Offer's contemplated benefits to the Company; or
(b) there shall have been any action threatened or taken, or any
approval withheld, or any statute, rule or regulation invoked,
proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to the Offer or the
Company or any of its subsidiaries, by any government or
governmental, regulatory or administrative authority or agency
or tribunal, domestic, foreign or supranational, which, in the
reasonable judgment of the Company, would or might directly or
indirectly result in any of the consequences referred to in
clause (i) or (ii) of paragraph (a) above; or
(c) there shall have occurred (i) the declaration of any banking
moratorium or any suspension of payments in respect of banks
in the United States (whether or not mandatory); (ii) any
general suspension of trading in, or limitation on prices for,
securities on any United States national securities exchange
or in the over-the-counter market; (iii) the commencement of a
war, armed hostilities or any other national or international
crisis directly or indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority
on, or any event which, in the reasonable judgment of the
Company might materially affect, the extension of credit by
banks or other lending institutions in the United States; (v)
any significant decrease in the market price of the Shares or
in the market prices of equity securities generally in the
United States or any change in the general political, market,
economic or financial conditions in the United States or
abroad that could have in the reasonable judgment of the
Company a material adverse effect on the business, condition
(financial or otherwise), income, operations or prospects of
the Company and its subsidiaries, taken as a whole, or on the
trading in the Shares or on the proposed financing of the
Offer; (vi) in the case of any of the foregoing existing at
the time of the announcement of the Offer, a material
acceleration or worsening thereof; or (vii) any decline in
either the Dow Jones Industrial Average or the S&P 500
Composite Index by an amount in excess of 10% measured from
the close of business on February 19, 1999; or
(d) any change shall occur or be threatened in the business,
condition (financial or otherwise), income, operations or
prospects of the Company and its subsidiaries, taken as a
whole, which in the reasonable judgment of the Company is or
may be material to the Company and its subsidiaries taken as a
whole; or
(e) a tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger or acquisition
proposal for the Company, shall have been proposed, announced
or made by another person or shall have been publicly
disclosed, or the Company shall have learned that (i) any
person or "group" (within the meaning of Section 13(d)(3) of
the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding Shares
whether through the acquisition of stock, the formation of a
group, the grant of any option or right, or otherwise (other
than as disclosed in a Schedule 13D or 13G on file with the
Commission on February 19, 1999) or (ii) any such person or
group that on or prior to February 19, 1999 had filed such a
Schedule with the Commission thereafter shall have acquired or
shall propose to acquire whether through the acquisition of
stock, the formation of a group, the grant of any option or
right, or otherwise, beneficial ownership of additional Shares
representing 2% or more of the outstanding Shares; or
(f) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, reflecting an intent to acquire the Company
or any of its Shares.
The foregoing conditions are for the Company's sole benefit and may be asserted
by the Company regardless of the circumstances giving rise to any such condition
(including any action or inaction by the Company) or may be waived by the
Company in whole or in part. The Company's failure at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right, and each
such right shall be deemed an ongoing right that may be asserted at any time and
from time to time. In certain circumstances, if the Company waives any of the
foregoing conditions, it may be required to extend the Expiration Date of the
Offer. Any determination by the Company concerning the events described above
and any related judgment or decision by the Company regarding the inadvisability
of proceeding with the purchase of or payment for any Shares tendered will be
final and binding on all parties.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.
THE MORGAN GROUP, INC.
By: /s/ Dennis R. Duerksen
------------------------------
DENNIS R. DUERKSEN
Chief Financial Officer
Dated: March 8, 1999
