<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
--------------
HASKEL INTERNATIONAL, INC.
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
418106100
(CUSIP Number)
--------------
Eric M. Ruttenberg
HI Merger Subsidiary Inc.
c/o Tinicum Incorporated
800 Third Avenue, 40th Floor
New York, NY 10022
(212) 446-9300
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
COPY TO:
Joshua N. Korff, Esq.
Kirkland & Ellis
153 East 53rd Street
New York, NY 10022
(212) 446-4940
March 15, 1999
(Date of Event which Requires Filing of this Statement)
--------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages.)
(Page 1 of 8)
<PAGE> 2
CUSIP No. 418106100 13D Page 2 of 8 Pages
1 NAMES OF REPORTING PERSONS
HI MERGER SUBSIDIARY INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,521,477*
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,521,477*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%*
14 TYPE OF REPORTING PERSON CO
*On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the issuer (the "Option Shareholders")
covering 1,521,477 Shares of Class A common stock (the "Option Shares")
collectively owned by the Option Shareholders (representing approximately 31.9%
of the outstanding Shares of Class A common stock). Pursuant to the Shareholder
Agreement, each of the Option Shareholders has granted to HI Merger Subsidiary
Inc. an irrevocable option to purchase, subject to certain conditions, such
Option Shareholder's Option Shares for $12.90 per Option Share in cash, as well
as an irrevocable proxy to vote such Option Shares. The Shareholder Agreement is
described more fully in Section 12 of the Offer to Purchase filed as Exhibit
(a)(1) to the Schedule 14D-1 (SEC File No. 5-43659) on March 22, 1999, as
amended by Amendment No. 1 filed on April 5, 1999, which is incorporated herein
by reference.
<PAGE> 3
CUSIP No. 418106100 13D Page 3 of 8
1 NAMES OF REPORTING PERSONS
HI HOLDINGS INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER 1,521,477*
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,521,477*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%*
14 TYPE OF REPORTING PERSON
CO
*On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the issuer (the "Option Shareholders")
covering 1,521,477 Shares of Class A common stock (the "Option Shares")
collectively owned by the Option Shareholders (representing approximately 31.9%
of the outstanding Shares of Class A common stock). Pursuant to the Shareholder
Agreement, each of the Option Shareholders has granted to HI Merger Subsidiary
Inc. an irrevocable option to purchase, subject to certain conditions, such
Option Shareholder's Option Shares for $12.90 per Option Share in cash, as well
as an irrevocable proxy to vote such Option Shares. The Shareholder Agreement is
described more fully in Section 12 of the Offer to Purchase filed as Exhibit
(a)(1) to the Schedule 14D-1 (SEC File No. 5-43659) on March 22, 1999, as
amended by Amendment No. 1 filed on April 5, 1999, which is incorporated herein
by reference.
<PAGE> 4
CUSIP No. 418106100 13D Page 4 of 8 Pages
1 NAMES OF REPORTING PERSONS
TINICUM CAPITAL PARTNERS, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
1,521,477*
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,521,477*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%*
14 TYPE OF REPORTING PERSON
CO
*On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the issuer (the "Option Shareholders")
covering 1,521,477 Shares of Class A common stock (the "Option Shares")
collectively owned by the Option Shareholders (representing approximately 31.9%
of the outstanding Shares of Class A common stock). Pursuant to the Shareholder
Agreement, each of the Option Shareholders has granted to HI Merger Subsidiary
Inc. an irrevocable option to purchase, subject to certain conditions, such
Option Shareholder's Option Shares for $12.90 per Option Share in cash, as well
as an irrevocable proxy to vote such Option Shares. The Shareholder Agreement is
described more fully in Section 12 of the Offer to Purchase filed as Exhibit
(a)(1) to the Schedule 14D-1 (SEC File No. 5-43659) on March 22, 1999, as
amended by Amendment No. 1 filed on April 5, 1999, which is incorporated herein
by reference.
<PAGE> 5
CUSIP No. 418106100 13D Page 5 of 8
1 NAMES OF REPORTING PERSONS
EDMUNDSON INTERNATIONAL, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
1,521,477*
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,521,477*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%*
14 TYPE OF REPORTING PERSON
CO
*On March 15, 1999, HI Holdings Inc. and HI Merger Subsidiary Inc. entered into
a Shareholder Agreement (as amended as of March 18, 1999, the "Shareholder
Agreement") with certain shareholders of the issuer (the "Option Shareholders")
covering 1,521,477 Shares of Class A common stock (the "Option Shares")
collectively owned by the Option Shareholders (representing approximately 31.9%
of the outstanding Shares of Class A common stock). Pursuant to the Shareholder
Agreement, each of the Option Shareholders has granted to HI Merger Subsidiary
Inc. an irrevocable option to purchase, subject to certain conditions, such
Option Shareholder's Option Shares for $12.90 per Option Share in cash, as well
as an irrevocable proxy to vote such Option Shares. The Shareholder Agreement is
described more fully in Section 12 of the Offer to Purchase filed as Exhibit
(a)(1) to the Schedule 14D-1 (SEC File No. 5-43659) on March 22, 1999, as
amended by Amendment No. 1 filed on April 5, 1999, which is incorporated herein
by reference.
<PAGE> 6
This statement on Schedule 13D (the "Statement") is filed with the
Securities and Exchange Commission pursuant to Rule 13d-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Item 1. Security and Issuer.
This Statement relates to the Class A Common Stock, no par value per
share (the "Class A Common Stock"), of Haskel International, Inc., a California
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 100 East Graham Place, Burbank, California 91502.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed by HI Merger Subsidiary
Inc., a California corporation ("Purchaser"), HI Holdings Inc., a Delaware
corporation ("Parent"), Tinicum Capital Partners, L.P., a Delaware limited
partnership ("Tinicum"), and Edmundson International, Inc., a California
corporation ("Edmundson") (collectively, the "Reporting Persons"). The Purchaser
is a wholly-owned subsidiary of Parent. Tinicum and Edmundson are currently the
only stockholders of Parent. The information set forth in the "Introduction," in
Section 9 ("Certain Information Concerning the Purchaser and Parent") and in
Schedule I to the Offer to Purchase, filed as Exhibit (a)(1) to the Schedule
14D-1 (SEC File No. 5-43659) on March 22, 1999 (the "Offer to Purchase") by
Parent and Purchaser, as amended by Amendment No. 1 filed on April 5, 1999, and
supplemented by a Supplement to the Offer to Purchase, filed as Exhibit (a)(9)
on April 5, 1999, is incorporated herein by reference.
(d)-(e) During the last five years, neither of the Reporting Persons
nor, to the best of their knowledge, any of the persons listed on Schedule I to
the Offer to Purchase (i) have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) were parties to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in the Offer to Purchase in Section 10
("Source and Amount of Funds") is incorporated herein by reference.
Item 4. Purpose of Transaction.
(a)-(g) The information set forth in the Offer to Purchase in Section
12 ("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") is incorporated herein by reference.
(h)-(i) The information set forth in the Offer to Purchase in Section 7
("Effect of the Offer on the Market for the Shares; Exchange Act Registration;
Margin Regulations") is incorporated herein by reference.
(j) Not applicable.
Item 5. Interest in Securities of the Issuer:
(a)-(c) The information set forth in the Offer to Purchase in Section 9
("Certain Information Concerning the Purchaser and Parent"), Section 12
("Purpose of the Offer and the Merger; Plans for the Company; the Merger
Agreement; Shareholder Agreement") and in Schedule I to the Offer to Purchase is
incorporated herein by reference.
(d) The Hayman Non-Exempt Trust FBO Sandra Nelson, the Hayman
Non-Exempt Trust FBO Sheryl Everett, the Hayman Non-Exempt Trust FBO Rick
Hayman, the Hayman Exempt Trust FBO Sandra Nelson, the Hayman Exempt Trust FBO
Sheryl Everett, the Hayman Exempt Trust FBO Rick Hayman, the Hayman Trust No. 6
for Sheryl Everett and Hayman Trust No. 5 for Sandra Nelson have the right to
receive and the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To
Securities of the Issuer.
The information set forth in the Offer to Purchase under
"Introduction," in Section 9 ("Certain Information Concerning the Purchaser and
Parent"), Section 11 ("Background of the Offer, Contacts with the Company") and
Section 12 ("Purpose of the Offer and the Merger; Plans for the Company; the
Merger Agreement; Shareholder Agreement") is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement, dated as of April 5, 1999, between the
Purchaser, Parent, Tinicum and Edmundson.
<PAGE> 7
The following documents are incorporated by reference from the Schedule
14D-1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Exchange
Act by HI Merger Subsidiary Inc. and HI Holdings Inc. on March 22, 1999 and
Amendment No. 1 to the Schedule 14D-1 Tender Offer Statement filed on April 5,
1999.
(a)(1) Offer to Purchase, dated March 22, 1999.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Form of letter, dated March 22, 1999, to brokers, dealers,
commercial banks, trust companies and other nominees.*
(a)(5) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and nominees to their clients.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) Press release issued by the Company on March 15, 1999.*
(a)(8) Form of Summary Advertisement, dated March 22, 1999.*
(a)(9) Supplement to Offer to Purchase dated April 5, 1999.**
(c)(1) Agreement and Plan of Merger, dated as of March 15, 1999, by
and among the Company, the Purchaser and Parent.*
(c)(2) Shareholder Agreement, dated as of March 15, 1999, by and
among certain stockholders of the Company, the Purchaser and
Parent, as amended as of March 18, 1999.*
- --------------
* Incorporated by reference from the Schedule 14D-1 Tender Offer Statement filed
pursuant to Section 14(d)(1) of the Exchange Act by HI Merger Subsidiary Inc.
and HI Holdings Inc. on March 22, 1999.
** Incorporated by reference from Amendment No. 1 to the Schedule 14D-1 Tender
Offer Statement filed pursuant to Section 14(d)(1) of the Exchange Act by HI
Merger Subsidiary Inc., HI Holdings Inc., Tinicum and Edmundson on April 5,
1999.
<PAGE> 8
SIGNATURE
After reasonable 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.
Dated: April 5, 1999
HI MERGER SUBSIDIARY INC.
By: /s/ SETH M. HENDON
Name: Seth M. Hendon
Title: Vice President
HI HOLDINGS INC.
By: /s/ SETH M. HENDON
Name: Seth M. Hendon
Title: Vice President
TINICUM CAPITAL PARTNERS, L.P.
By:TINICUM LANTERN L.L.C., its General
Partner
By: /s/ SETH M. HENDON
Name: Seth M. Hendon
Title: Member
EDMUNDSON INTERNATIONAL, INC.
By: /s/ JOHN D. PARISH
Name: John D. Parish
Title: Vice President
<PAGE> 9
EXHIBIT INDEX
Exhibit No. Document
7.1 Joint Filing Agreement, dated as of April 5, 1999, between the
Purchaser, Parent, Tinicum and Edmundson.
(a)(1) Offer to Purchase, dated March 22, 1999.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Form of letter, dated March 22, 1999, to brokers, dealers,
commercial banks, trust companies and other nominees.*
(a)(5) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and nominees to their clients.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) Press release issued by the Company on March 15, 1999.*
(a)(8) Form of Summary Advertisement, dated March 22, 1999.*
(a)(9) Supplement to Offer to Purchase dated April 5, 1999.**
(c)(1) Agreement and Plan of Merger, dated as of March 15, 1999, by
and among the Company, the Purchaser and Parent.*
(c)(2) Shareholder Agreement, dated as of March 15, 1999, by and
among certain stockholders of the Company, the Purchaser and
Parent, as amended as of March 18, 1999.*
- -------------------------
* Incorporated by reference from the Schedule 14D-1 Tender Offer Statement filed
pursuant to Section 14(d)(1) of the Exchange Act by HI Merger Subsidiary Inc.
and HI Holdings Inc. on March 22, 1999.
** Incorporated by reference from Amendment No. 1 to the Schedule 14D-1 Tender
Offer Statement filed pursuant to Section 14(d)(1) of the Exchange Act by HI
Merger Subsidiary Inc., HI Holdings Inc., Tinicum and Edmundson on April 5,
1999.
<PAGE> 1
EXHIBIT 7.1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of the undersigned
that the Schedule 13D filed on or about this date with respect to the beneficial
ownership by the undersigned of the Class A Common Stock, no par value per
share, of Haskel International, Inc. is being, and any and all amendments to
such Schedule may be, filed on behalf of each of the undersigned. This Agreement
may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: April 5, 1999
HI MERGER SUBSIDIARY, INC.
By: /s/ SETH M. HENDON
Name: Seth M. Hendon
Title: Vice President
HI HOLDINGS, INC.
By: /s/ SETH M. HENDON
Name: Seth M. Hendon
Title: Vice President
TINICUM CAPITAL PARTNERS, L.P.
By:TINICUM LANTERN L.L.C., its
General Partner
By: /s/ SETH M. HENDON
Name: Seth M. Hendon
Title: Member
EDMUNDSON INTERNATIONAL, INC.
By: /s/ JOHN D. PARISH
Name: John D. Parish
Title: Vice President
