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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D - 9
AMENDMENT NO. 2
SOLICITATION / RECOMMENDATION STATEMENT
PURSUANT TO
SECTION 14 (d) (4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RIDE, INC.
(Name of Subject Company)
RIDE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, WITHOUT PAR VALUE PER SHARE
(Title of Class of Securities)
765689 10 4
(Cusip Number of Class of Securities)
ROBERT F. MARCOVITCH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RIDE, INC.
8160 304TH AVENUE S.E.
PRESTON, WASHINGTON 98050
(425) 222-6015
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
MICHAEL J. ERICKSON
KAREN A. ANDERSEN
SUMMIT LAW GROUP PLLC
1505 WESTLAKE AVENUE N., SUITE 300
SEATTLE, WASHINGTON 98109
(206) 281-9881
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Ride, Inc., a Washington corporation (the
"Company"), on April 19, 1999, as amended (the "Schedule 14D-9"), relating to
the cash tender offer by Minotaur Capital, Inc., a Florida corporation
("Minotaur"), to purchase 51% of the outstanding shares of the Company's Common
Stock at a price of $2.25 per share upon the terms and subject to the conditions
set forth in Minotaur's Tender Offer Statement on Schedule 14D-1 initially filed
with the Securities and Exchange Commission on April 6, 1999, as amended on
April 12, 1999, April 19, 1999 and April 20, 1999. Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the meanings
assigned to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4(a) is hereby amended and supplemented to add the
following:
On April 20, 1999, Minotaur filed an amendment to its offer stating that:
(i) the offer will now be an "all cash" offer; (ii) the offer is still subject
to Minotaur obtaining financing; (iii) Minotaur has still not received any firm
commitments for financing; and (iv) the expiration date of the offer was
extended from Friday, April 30, 1999 to Tuesday, May 4, 1999 (collectively, the
"Revised Offer"). Minotaur also issued a press release on April 20, 1999
announcing these amendments.
Upon receipt of the amendment, the Company's Board of Directors held a
telephonic meeting on April 21, 1999 to discuss the Revised Offer. Also
participating in the meeting were Ride's legal advisors and Ladenburg Thalmann &
Co. Inc., the Company's financial advisor ("Ladenburg"). At the conclusion of
this meeting, the Board of Directors unanimously determined that the Revised
Offer was still inadequate and not in the best interests of Ride and its
shareholders.
ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS REJECT THE REVISED OFFER AND NOT TENDER THEIR SHARES PURSUANT TO
THE REVISED OFFER.
A copy of the Company's press release relating to the Board's
recommendation is included as Exhibit 7 hereto and is incorporated herein by
reference.
The response to Item 4(b) is hereby amended and supplemented to add the
following:
In determining that the Revised Offer is not in the best interests of Ride
and its shareholders, and in making its recommendation that Ride shareholders
reject the Revised Offer, the Board considered the following:
- THE HIGHLY SPECULATIVE NATURE OF THE FUNDING NECESSARY TO CONSUMMATE THE
REVISED OFFER. The Revised Offer states that this is a "cash tender offer."
However, the Revised Offer also notes that the offer is still "subject to
obtaining financing" and that Minotaur has no commitments for financing. The
Board could find no evidence whatsoever that would support a conclusion that the
Revised Offer is anything other than illusory - there is simply nothing to
support a belief that Minotaur would be in a position to fund the tender offer.
Without any substantiation that Minotaur has secured the resources necessary to
fund a cash purchase price of approximately $16 million, the Board could not
reach a conclusion that the Revised Offer is anything but specious.
In addition, the Revised Offer does not address any of the concerns
previously considered by the Board in connection with its rejection of
Minotaur's original offer. These concerns included the following:
- THE FAILURE OF THE REVISED OFFER TO ADDRESS RIDE'S NEED FOR NEAR-TERM
OPERATING CAPITAL. The Revised Offer contains no proposal for interim funding.
In his correspondence to the Company in response to its repeated requests for
such a proposal, Mr. Feingold said nothing and the Revised Offer continues to
remain silent on this issue. The Board believes that without capital to repay
the debt obligations of the Company and for current business operations, the
Company's business will be substantially and negatively impacted.
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- MINOTAUR'S POSSIBLE LACK OF COMPLIANCE WITH FEDERAL AND STATE SECURITIES
LAWS. The Board remains concerned about many of Minotaur's actions, as detailed
in Ride's prior filing, especially since the Company would remain public if the
Revised Offer were completed.
- THE LACK OF PUBLIC COMPANY OR INDUSTRY EXPERIENCE OF MINOTAUR'S
PRINCIPAL. The Company is not aware that Mr. Feingold has had any experience
running any company other than his law firm, let alone a public company or a
company in the contemporary sports industry. The Board believes that it would
be a dereliction of its duty to the Ride shareholders for it to recommend that
Mr. Feingold assume a position of authority and responsibility with respect to
Ride.
- THE POTENTIALLY DETRIMENTAL EFFECT OF MINOTAUR'S PARTIAL TENDER OFFER.
In a partial offer such as the one made by Minotaur where a bidder makes an
offer for less than 100% of a company's outstanding securities, shareholders who
do not tender their shares or whose shares are not entirely purchased in the
offer because of a pro rata purchase of tendered shares can be forced to take
different and less attractive consideration for their remaining shares.
Additionally, holders of shares not purchased in the Revised Offer would be
minority shareholders in a company controlled by Minotaur.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7 Press Release dated April 22, 1999.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 22, 1999 RIDE, INC.
By: /S/ ROBERT F. MARCOVITCH
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Name: Robert F. Marcovitch
Title: President and
Chief Executive Officer
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EXHIBIT 7
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RIDE DIRECTORS REAFFIRM DETERMINATION THAT MINOTAUR OFFER IS ILLUSORY
PRESTON, WA, APRIL 21, 1999 - Ride, Inc. (Nasdaq: RIDE) today announced
that its Board of Directors has unanimously reaffirmed its determination that
the unsolicited tender offer by Minotaur Capital for 51% of the outstanding
shares of Ride is illusory and inadequate and continues to recommend that Ride
shareholders reject the Minotaur Offer and not tender their shares to Minotaur.
On Tuesday, Minotaur reported that it would no longer issue promissory notes for
the payment of $2.25 per share, but stated that there was still no financing in
place to pay any shareholders who tender their shares.
Said Robert Marcovitch, Ride's President and Chief Executive Officer,
"There is nothing in any of Minotaur's recent flurry of press releases and
filings that materially changes Minotaur's offer from the Board's perspective -
there is still no evidence whatsoever that would allow the Board to conclude
that the Minotaur Offer is anything other than illusory. There is simply
nothing to support a belief that Minotaur will be able to come up with the
approximately $16 million in cash necessary to fund its most recent and, I
believe, bogus offer."
Ride also announced that it has filed an amendment to its Schedule 14D-9
with the Securities and Exchange Commission. Additional information with
respect to the Board's continuing decision to recommend that shareholders reject
the Minotaur Offer is contained in the amended Schedule 14D-9.
Established in 1992, Ride is headquartered in the foothills of the Cascade
Mountains in Preston, Washington. Ride is a leading manufacturer of
contemporary sports equipment, including snowboard equipment, wakeboards and
apparel under the brand names Ride, Liquid, 5150, Smiley Hats and FullTilt.
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