SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
(Amendment No. 2)
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.
[X] 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: $200.00
Form or Registration No.: Schedule 13E-4
Filing Party: The Morgan Group, Inc.
Date Filed: February 22, 1999
This Amendment No. 2 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.
The Offer expired at 12:00 Midnight, New York City time, on Friday,
March 19, 1999. On March 22, 1999, the Company announced the preliminary results
of the Offer. Based on a preliminary count by the Depositary, approximately
322,000 Shares were tendered and approximately 103,000 Shares have been accepted
for purchase at a price of $9.00 per Share. The Company has decided to purchase
approximately 3,000 additional Shares pursuant to its option to purchase up to
an additional 2% of its outstanding Shares in the Offer. As a result, the
Company increased the number of Shares to be purchased by approximately 3,000.
The pro-ration factor is estimated to be approximately 50%, including Shares
tendered pursuant to guaranteed delivery.
The determination of the specific Shares to be purchased and the
Purchase Price are subject to final confirmation and the proper delivery of all
Shares tendered and not withdrawn, including Shares tendered pursuant to the
guaranteed delivery procedure.
The information set forth in the press release dated March 22, 1999,
included herewith as Exhibit (a)(10), is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Form of Press Release issued by the Company, dated March 22, 1999
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 22, 1999
THE MORGAN GROUP, INC. ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER
BALTIMORE -- March 22, 1999--The Morgan Group, Inc. (AMEX:MG - news) today
announced the preliminary results of its "Dutch Auction" issuer tender offer,
which expired at 12:00 Midnight, EST, on March 19, 1999. Based on a preliminary
count by American Stock Transfer and Trust Company, the depository for the
tender offer, approximately 322,000 shares of Class A common stock were
tendered. The Company has decided to exercise its option to purchase some
additional shares. As a result, the Company increased the number of shares to be
purchased to approximately 103,000 at a price of $ 9.00 per share.
The Morgan Group, Inc. intends to continue to purchase shares of its Class A
common stock on the open market pursuant to the Share Repurchase Program
authorized by its Board of Directors.
Due to the over-subscription, shares tendered will be pro-rated, except for "odd
lots" (or holdings of fewer than 100 shares), which will be purchased in full.
The pro-ration factor is estimated to be approximately 50.0%, including shares
tendered pursuant to guaranteed delivery. The determination of the specific
shares to be purchased and the purchase price are subject to final confirmation
and the proper delivery of all shares tendered and not withdrawn, including
shares tendered pursuant to the guaranteed delivery procedure.
The Morgan Group, Inc. commenced the tender offer on February 22, 1999, at which
time it announced its intention to purchase up to 100,000 shares of its Class A
common stock at a purchase price not greater than $10.00 nor less than $8.50 per
share.
Prior to the tender offer, The Morgan Group, Inc. had 1,352,335 shares of Class
A common stock outstanding. Following the purchase of shares tendered, The
Morgan Group, Inc. will have approximately 1,249,335 shares of Class A common
stock outstanding. The Morgan Group, Inc. also has outstanding 1,200,000 shares
of Class B common stock, which are not traded, each of which may be converted
into one share of Class A common stock.
Payment for shares validly tendered and accepted will be made promptly, subject
to proper delivery of shares according to the terms of the offer.
The Morgan Group, Inc. is the nation's largest publicly owned company managing
the delivery of manufactured homes, commercial vehicles and specialized
equipment in the United States. The Company has a national network of
approximately 1,530 independent owner-operators and 1,420 other drivers
dispatched from 105 offices in 32 states. The Company also provides insurance
and financial services through its wholly owned subsidiaries, Interstate
Indemnity Company and Morgan Finance, Inc.
Contact:
The Morgan Group, Inc.
Charles C. Baum, Chairman and CEO
410/566-9200; Fax: 410/947-0612
or
The Morgan Group, Inc.
Dennis R. Duerksen, Chief Financial Officer
219/295-2200; Fax: 800/285-0828
