As filed with the Securities and Exchange Commission on January 17, 2001.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Schedule 13E-3/A
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4---Final Amendment)
Mikasa, Inc.
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(Name of the Issuer)
Mikasa, Inc., Alfred J. Blake, Raymond B. Dingman,
Anthony F. Santarelli, George T. Aratani, J.G. Durand Industries, S.A.
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(Name of the Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
59862T 10 9
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(CUSIP Number of Class of Securities)
AMY TUNIS, ESQ. PAUL FONTAINE
Secretary and Senior Counsel J.G. DURAND INDUSTRIES, S.A.
MIKASA, INC. 38 rue Adrien Danvers
One Mikasa Drive 62510 Arques, France
Secaucus, New Jersey 07096-1549 011 3 21 93 00 00
(201) 867-9210
Copies to:
VICTOR I. LEWKOW, ESQ. FREDERICK TANNE, ESQ.
DAVID LEINWAND, ESQ. Kirkland & Ellis
Cleary, Gottlieb, Steen & Hamilton Citigroup Center
One Liberty Plaza, 153 East 53rd Street
New York, New York 10006 New York, New York 10022
(212) 225-2000 (212) 446-4800
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(Name, Address and Telephone Number of Person Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
1. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
2. [ ] The filing of a registration statement under the Securities Act of 1933.
3. [ ] A tender offer.
4. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [X]
<PAGE>
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of filing fee**
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$245,107,168 $49,022
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*For purposes of calculating the filing fee only. Determined by (1) multiplying
14,325,295 shares of common stock, par value $0.01 per share, of Mikasa, Inc. by
$16.50 per share, and (2) adding thereto $8,739,800 anticipated to be paid to
certain persons holding options to acquire shares of common stock in
consideration of cancellation of such options (assuming an aggregate of
1,837,800 options are cancelled in exchange for cash in the transaction).
**The amount of the filing fee calculated in accordance with Exchange Act Rule
0-11 equals 1/50th of 1% of the value of the securities proposed to be acquired.
[X] Check box if any part of the fee is offset as provided by Exchange Act 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: $49,022 Filing Party: Mikasa, Inc.
Form or registration no.: Schedule 14A Date filed: October 5, 2000
<PAGE>
INTRODUCTION
This Amendment No. 4 (this "Final Amendment") is being filed
as the final amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3
first filed on October 5, 2000, as amended (the "Schedule 13E-3"), and is being
filed by: (1) Mikasa, Inc., a Delaware corporation ("Mikasa"), the issuer of the
equity securities that are the subject of the Rule 13e-3 transaction described
herein, (2) Alfred J. Blake, Raymond B. Dingman, Anthony F. Santarelli and
George T. Aratani, each an individual, director and stockholder of Mikasa (such
individuals collectively, including certain trusts through which such
individuals hold Common Stock (as defined below), the "Continuing
Stockholders"), and (3) J.G. Durand Industries, S.A., a societe anonyme
organized under the laws of France ("J.G. Durand Industries"). Mikasa, the
Continuing Stockholders and J.G. Durand Industries collectively are referred to
herein as the "Filing Persons." All information set forth below should be read
in conjunction with the information contained or incorporated by reference in
the Schedule 13E-3.
This Final Amendment is being filed with the Securities and
Exchange Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
report the results of the transactions contemplated by the Agreement and Plan of
Merger, dated September 10, 2000 (the "Merger Agreement"), by and among Mikasa,
the Continuing Shareholders, J.G. Durand Industries and Mountain Acquisition
Corp. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of
J.G. Durand Industries. Merger Sub, which was a party to the Merger Agreement,
is not a filing party of this Final Amendment because it was merged with and
into Mikasa (the "Merger") pursuant to the Merger Agreement.
On January 11, 2001, Mikasa's shareholders approved the Merger
and approved and adopted the Merger Agreement and the transactions contemplated
by the Merger Agreement.
On January 11, 2001, Mikasa issued a press release announcing
the approval of the Merger and the approval and adoption of the Merger Agreement
and the transactions contemplated thereby by Mikasa's shareholders. A copy of
the press release has been filed herewith as Exhibit (a)(5)(i).
On January 12, 2001, the Merger became effective when Mikasa
filed a certificate of merger with the Secretary of State of the State of
Delaware. In the merger, each issued and outstanding share of Mikasa common
stock, par value $0.01 per share (the "Common Stock"), was cancelled and
automatically converted into the right to receive $16.50 in cash, without any
interest or any other payment thereon, other than (i) a total of 2,672,800
shares of Common Stock held by Continuing Stockholders, which were converted
into shares of common stock of the surviving corporation, (ii) treasury shares
and shares of Common Stock owned by any of Mikasa's subsidiaries (which shares
were cancelled) and (iii) shares held by stockholders who perfected their
dissenters' rights in accordance with Delaware law. Immediately following the
Merger, J.G. Durand Industries owned approximately 84.7% of Mikasa and the
Continuing Stockholders, in the aggregate, owned approximately 15.3% of Mikasa.
On January 12, 2001, Mikasa and J.G. Durand Industries issued
a press release announcing the consummation of the Merger. A copy of the press
release has been filed herewith as Exhibit (a)(5)(ii).
On January 16, 2001, Mikasa filed a certification on Form 15
pursuant to Rules 12g-4 and 12h-3 promulgated under the Exchange Act to
immediately suspend all reporting requirements under Sections 13 and 15(d) of
the Exchange Act.
ITEM 16. EXHIBITS.
(a)(2) The definitive proxy statement on Schedule 14A (the "Proxy
Statement") filed with the Securities and Exchange Commission on
December 11, 2000 (incorporated herein by reference to the Proxy
Statement).
(a)(5)(i) Press release of January 11, 2001 announcing approval of the
Merger and approval and adoption of the Merger Agreement and the
transactions contemplated thereby by Mikasa stockholders.
(a)(5)(ii) Press release of January 12, 2001 announcing consummation of the
Merger.
(c)(1) Opinion of CIBC World Markets Corp. (incorporated herein by
reference to Appendix E of the Proxy Statement).
(c)(2)* Materials presented by CIBC World Markets Corp. to the Special
Committee of the Board of Directors of Mikasa, Inc. on September
10, 2000.
(d)(1) Agreement and Plan of Merger, dated September 10, 2000, among
Mountain Acquisition Corp., the Shareholders Named Therein,
Mikasa, Inc. and J.G. Durand Industries, S.A. (incorporated herein
by reference to Appendix A of the Proxy Statement).
(d)(2) Support Agreement, dated as of September 10, 2000, among J.G.
Durand Industries, S.A., Mountain Acquisition Corp. and the
stockholders of Mikasa, Inc. signatory thereto (incorporated
herein by reference to Appendix B of the Proxy Statement).
(d)(3) Stockholders' Agreement, dated September 10, 2000, by and among
Mikasa, Inc., J.G. Durand Industries, S.A. and the stockholders of
Mikasa, Inc. signatory thereto (incorporated herein by reference
to Appendix C of the Proxy Statement).
(d)(4)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and Alfred J. Blake.
(d)(5)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and Raymond B. Dingman.
(d)(6)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and Anthony F. Santarelli.
(d)(7)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and George T. Aratani.
(d)(8)* Mikasa, Inc. Incentive Compensation Plan, adopted as of September
10, 2000.
(d)(9)** Consent of the Board of Directors of Mountain Acquisition Corp.,
dated as of September 7, 2000, authorizing Philippe Durand to
execute documents related to the Merger.
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix D of the Proxy Statement).
(g) Not applicable.
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* Denotes that the document was filed as an exhibit to the Schedule 13E-3
filed by the Filing Persons on October 5, 2000.
** Denotes that the document was filed as an exhibit to the Schedule 13E-3/A
filed by the Filing Persons on December 1, 2000.
<PAGE>
SIGNATURES
After due inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: January 17, 2001
MIKASA, INC.
By: /s/ Amy Tunis
--------------------------------
Name: Amy Tunis
Title: Secretary
J.G. DURAND INDUSTRIES, S.A.
By: /s/ Philippe Durand
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Name: Philippe Durand
Title: Member of the Directorate
/s/ Amy Tunis
--------------------------------
Amy Tunis on Behalf of
ALFRED J. BLAKE Pursuant
to the Attached Power of Attorney
/s/ Amy Tunis
--------------------------------
Amy Tunis on Behalf of
RAYMOND B. DINGMAN Pursuant
to the Attached Power of Attorney
/s/ Amy Tunis
--------------------------------
Amy Tunis on Behalf of
ANTHONY F. SANTARELLI Pursuant
to the Attached Power of Attorney
/s/ Amy Tunis
--------------------------------
Amy Tunis on Behalf of
GEORGE T. ARATANI Pursuant
to the Attached Power of Attorney
<PAGE>
POWERS OF ATTORNEY
The undersigned hereby authorizes Amy Tunis as
attorney-in-fact and agent to sign on his behalf and to file with the Securities
and Exchange Commission all filings, required of the undersigned regarding
stockholdings of Mikasa, Inc., and any and all amendments thereto, granting to
such attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.
Dated: December 6, 1999
/s/ Alfred J. Blake
-------------------------------
Alfred J. Blake
The undersigned hereby authorizes Amy Tunis as
attorney-in-fact and agent to sign on his behalf and to file with the Securities
and Exchange Commission all filings, required of the undersigned regarding
stockholdings of Mikasa, Inc., and any and all amendments thereto, granting to
such attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.
Dated: December 6, 1999
/s/ Raymond B. Dingman
----------------------------------
Raymond B. Dingman
The undersigned hereby authorizes Amy Tunis as
attorney-in-fact and agent to sign on his behalf and to file with the Securities
and Exchange Commission all filings, required of the undersigned regarding
stockholdings of Mikasa, Inc., and any and all amendments thereto, granting to
such attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.
Dated: December 6, 1999
/s/ Anthony F. Santarelli
---------------------------------------
Anthony F. Santarelli
The undersigned hereby authorizes Amy Tunis as
attorney-in-fact and agent to sign on his behalf and to file with the Securities
and Exchange Commission all filings, required of the undersigned regarding
stockholdings of Mikasa, Inc., and any and all amendments thereto, granting to
such attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.
Dated: December 3, 1999
/s/ George T. Aratani
-----------------------------------
George T. Aratani
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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(a)(2) The definitve Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on December 11, 2000
(incorporated herein by reference to the Proxy Statement).
(a)(5)(i) Press release of January 11, 2001 announcing approval of the
Merger and approval and adoption of the Merger Agreement and the
transactions contemplated thereby by Mikasa stockholders.
(a)(5)(ii) Press release of January 12, 2001 announcing consummation of the
Merger.
(c)(1) Opinion of CIBC World Markets Corp. (incorporated herein by
reference to Appendix E of the Proxy Statement).
(c)(2)* Materials presented by CIBC World Markets Corp. to the Special
Committee of the Board of Directors of Mikasa, Inc. on September
10, 2000.
(d)(1) Agreement and Plan of Merger, dated September 10, 2000, among
Mountain Acquisition Corp., the Shareholders Named Therein,
Mikasa, Inc. and J.G. Durand Industries, S.A. (incorporated herein
by reference to Appendix A of the Proxy Statement).
(d)(2) Support Agreement, dated as of September 10, 2000, among J.G.
Durand Industries, S.A., Mountain Acquisition Corp. and the
stockholders of Mikasa, Inc. signatory thereto (incorporated
herein by reference to Appendix B of the Proxy Statement).
(d)(3) Stockholders' Agreement, dated September 10, 2000, by and among
Mikasa, Inc., J.G. Durand Industries, S.A. and the stockholders of
Mikasa, Inc. signatory thereto (incorporated herein by reference
to Appendix C of the Proxy Statement).
(d)(4)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and Alfred J. Blake.
(d)(5)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and Raymond B. Dingman.
(d)(6)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and Anthony F. Santarelli.
(d)(7)* Employment Agreement, dated September 10, 2000, between Mikasa,
Inc. and George T. Aratani.
(d)(8)* Mikasa, Inc. Incentive Compensation Plan, adopted as of September
10, 2000.
(d)(9)** Consent of the Board of Directors of Mountain Acquisition Corp.,
dated as of September 7, 2000, authorizing Philippe Durand to
execute documents related to the Merger.
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix D of the Proxy Statement).
(g) Not applicable.
------------------------
* Denotes that the document was filed as an exhibit to the Schedule 13E-3
filed by the Filing Persons on October 5, 2000.
** Denotes that the document was filed as an exhibit to the Schedule 13E-3/A
filed by the Filing Persons on December 1, 2000.
