SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
(Amendment No. 3)
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. 3 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.
Pursuant to the Offer, the Company accepted for payment 102,528 Shares
at $9.00 per Share, which is the Purchase Price for the Offer. The Offer was
oversubscribed, with 204,956.866 Shares validly tendered and not properly
withdrawn at or below the Purchase Price. In addition to the 100,000 Shares for
which the Offer was made, the Company exercised its option to purchase an
additional 2,528 Shares, representing not more than 2% of its outstanding
Shares, in accordance with the terms of the Offer. Following the purchase of
Shares tendered, the Company will have approximately 1,249,807 Shares
outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Form of Press Release issued by the Company, dated March 26, 1999.
<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 29, 1999
THE MORGAN GROUP, INC. ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER
Baltimore, Maryland -- March 29, 1999 -- The Morgan Group, Inc. (AMEX: "MG")
announced today the final results of its "Dutch Auction" issuer tender offer.
Because the offer was oversubscribed, shares tendered will be pro-rated, except
for "odd lots" (or holdings of fewer than 100 shares), which will be purchased
in full. The final pro-ration factor is 50%, as determined by American Stock
Transfer & Trust Company, the Depositary for the tender offer.
In addition to the 100,000 shares for which the Offer was made, the Company
exercised its option to purchase an additional 2,528 shares of its Class A
common stock, representing not more than 2% of its outstanding shares, in
accordance with the terms of the Offer. As a result, and in accordance with its
March 22, 1999 release of preliminary results, the Company accepted for purchase
102,528 shares at a price of $9.00 per share.
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. The tender offer expired at 12:00 Midnight, New York City time, on March
19, 1999.
Prior to the tender offer, the Morgan Group, Inc. had 1,352,335 shares of its
Class A common stock outstanding. Following the purchase of shares tendered, the
Morgan Group, Inc. will have approximately 1,249,807 shares of its Class A
common stock outstanding.
Payment for shares accepted, and the return of all other shares tendered, was
completed March 29, 1999.
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-opeartors 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: Charles C. Baum
Chairman and CEO
The Morgan Group, Inc.
Telephone: (410) 566-9200
Fax: (410) 947-0612
or
Dennis R. Duerksen
Chief Financial Officer
The Morgan Group, Inc.
Telephone: (219) 295-2200
Fax: (800) 285-0828
