<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
IPC INFORMATION SYSTEMS, INC.
(Name of Issuer)
IPC Information Systems, Inc.
Richard P. Kleinknecht
(Name of Person Filing Statement)
Common Stock, Par Value $0.01 Per Share 58-1636502
(Title of Class of Securities) (I.R.S. Employer Identification Number)
Daniel Utevsky, Esq.
Vice President and General Counsel
IPC Information Systems, Inc.
88 Pine Street
New York, NY 10005
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
with copies to:
Thomas N. Talley, Esq. Philip H. Werner, Esq.
Thacher Proffitt & Wood Morgan, Lewis & Bockius LLP
Two World Trade Center 101 Park Avenue
New York, New York 10048 New York, New York 10178
This statement is filed in connection with (check the appropriate box):
(a) x The filing of solicitation materials or an information statement to
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Regulation 14A [17 CFR 240.14a-1 to 240.14a-103] Regulation 14C [17 CFR
240.14c-1 to 240.14c-101] or Rule 13e-3(c) [240.13e-3(c)] under the
Securities Exchange Act of 1934.
(b) x The filing of a registration statement under the Securities Act of
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1933.
(c) ______ A tender offer.
(d) ______ None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) are preliminary copies. x
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______________
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CALCULATION OF REGISTRATION FEE
Transaction Amount of
Valuation Filing fee
$*222,556,935 $44,511
IPC Information Systems, Inc., a Delaware corporation (the "Company"),
hereby submits its Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3"). The Schedule 13E-3 relates to a proposed Agreement and Plan
of Merger dated as of December 18, 1997 (the "Merger Agreement") between the
Company and Arizona Acquisition Corp. ("AAC"), a Delaware corporation, pursuant
to which AAC will be merged with and into the Company (the "Merger"). Pursuant
to the Merger, each share of common stock, par value $0.01 per share, of the
Company or any of its subsidiaries issued and outstanding immediately prior to
the effective time of the Merger ("IPC Common Stock") (other than (i) shares of
IPC Common Stock held by the Company as treasury stock, which shares shall be
canceled; (ii) shares of IPC Common Stock as to which appraisal rights have been
exercised and (iii) fractional shares) will be, subject to certain limitations,
converted at the election of the holder thereof, subject to the terms described
in the proxy statement/prospectus of the Company (the "Proxy
Statement/Prospectus"), into (a) the right to receive $21.00 in cash, or (b) the
right to retain one fully paid and nonassessable share of common stock of the
surviving corporation following the Merger ("Surviving Corporation Common
Stock").
This Schedule 13E-3 is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Proxy Statement/Prospectus was filed by the Company with the
Securities and Exchange Commission (the "Commission") immediately prior to the
filing of this Schedule 13E-3.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement/Prospectus, filed by the Company with the Securities and Exchange
Commission on the date hereof, of the information required to be included in
response to the items of this Schedule 13E-3. The information in the Proxy
Statement/Prospectus, including all exhibits thereto, is hereby expressly
incorporated herein by reference, and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the provisions of the Proxy
Statement/Prospectus.
_________________________
* For purposes of calculation of fee only, this amount is based on (i)
10,739,446 (the number of shares of IPC Common Stock outstanding as of January
26, 1998) minus 3,809,524 (the number of shares of IPC Common Stock to be
exchanged for Surviving Corporation Common Stock) multiplied by $21 ( the cash
consideration per share of IPC Common Stock), plus (ii) 3,809,524 (the number
of shares of IPC Common Stock to be exchanged for Surviving Corporation Common
Stock) multiplied by $20.22( the average of the high and low sales prices of
the IPC Common Stock on the Nasdaq National Market on February 12, 1998),
which sum has been multiplied by 1/50 of one percent. As permitted by Rule 0-
11(a) under the Securities Exchange Act of 1934, the amount paid by the
Company indicated below has been subtracted, and the balance ($________)
transferred by electronic funds transfer to the Commission.
x Check box if any part of the fee is offset by Rule 0-11(a)(2) and
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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: $23,600
Form or Registration No.: Registration Statement on Form S-4, Filed February
13, 1998.
Amount Previously Paid: $46,315
Filing Party: IPC Information Systems, Inc. and Richard P. Kleinknecht
Date Filed: February 13, 1998
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CROSS REFERENCE SHEET
Item in Where located in
Schedule 13E-3 Proxy Statement/Prospectus
- -------------- or Registration Statement
--------------------------
Item 1(a)................................ Cover Page; SUMMARY--
Parties to the Merger--IPC
Information Systems, Inc.
Item 1(b)................................ STOCK PRICE AND
DIVIDEND INFORMATION;
THE ANNUAL
MEETING--Vote Required;
DESCRIPTION OF IPC
CAPITAL STOCK
Item 1(c)-(d)............................ Page 2; STOCK PRICE AND
DIVIDEND INFORMATION;
FINANCIAL STATEMENTS
OF THE COMPANY--
Consolidated Statements of
Stockholder's Equity
Item 1(e)................................ **
Item 1(f)................................ **
Item 2(a)................................ This Schedule 13E-3 is being
filed by the issuer and Richard
P. Kleinknecht.
Item 2(b)................................ IPC Information Systems, Inc.
Wall Street Plaza, 88 Pine
Street, New York, N.Y. 10005
Item 2(c)................................ Chairman and Director of IPC
Information Systems, Inc.
Item 2(d)................................ See IPC ANNUAL
MEETING--OTHER
MATTERS-- Nominees for
Election as Directors
Item 2(e)-(f)............................ None
Item 2(g)................................ United States of America
Item 3(a)(1)-(2)......................... THE MERGER--Ancillary
Agreements;--Background of
the Merger; IPC ANNUAL
MEETING--OTHER
MATTERS--Employment
Agreements
3
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Item 3(b)................................ THE MERGER--Background
of the Merger;--Effect on IPC
Employee Benefit Plans;--
Interests of Certain Persons in
the Merger;--Ancillary
Agreements; MANAGEMENT
FOLLOWING THE MERGER;
IPC ANNUAL MEETING--
OTHER MATTERS; NEW
STOCK INCENTIVE PLAN;
ANNEXC
Item 4(a)................................ Pages 1-2; SUMMARY; THE
MERGER; NEW STOCK
INCENTIVE PLAN; ANNEX
C
Item 4(b)................................ THE MERGER--Effect on IPC
Employee Benefit Plans;--
Interests of Certain Persons in
the Merger;--Merger
Consideration; NEW STOCK
INCENTIVE PLAN; ANNEX
C
Item 5(a)-(g)............................ SUMMARY; RISK FACTORS;
THE MERGER;
DESCRIPTION OF IPC
CAPITAL STOCK;
MANAGEMENT
FOLLOWING THE MERGER
Item 6(a), (c)(1)-(2).................... SUMMARY--The Merger;--
Merger Consideration;--Merger
Financing; THE MERGER--
Merger Consideration;--Merger
Financing
Item 6(b)................................ SUMMARY--The Annual
Meeting; THE ANNUAL
MEETING--Solicitation of
Proxies; THE MERGER--
Certain Fees and Expenses;
FINANCIAL STATEMENTS
OF THE COMPANY--Notes
to Consolidated Financial
Statements
Item 6(d)................................ **
4
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Item 7 (a)-(c)........................... SUMMARY--The Annual
Meeting;--The Merger; THE
MERGER--Background of the
Merger;--Recommendation of
the IPC Board; Reasons for the
Merger;--Opinion of Financial
Advisor
Item 7(d)................................ SUMMARY--The
Merger--Effects of the Merger;
Effective Time of the Merger;
--Interests of Certain Persons in
the Merger;-- Management of
the Surviving Corporation After
the Merger;--Certain
Differences in Stockholder
Rights; RISK FACTORS; THE
MERGER-- Effects of the
Merger; Effective Time of the
Merger; --Federal Income Tax
Consequences;--Resale of
Surviving Corporation Common
Stock Following the Merger;--
Interests of Certain Persons in
the Merger; MANAGEMENT
FOLLOWING THE MERGER;
COMPARISON OF CERTAIN
RIGHTS OF
STOCKHOLDERS
Item 8 (a-b)............................. SUMMARY--The Annual
Meeting;--The Merger--Board
Recommendation; Opinion of
Financial Advisor to the IPC
Board;--Advantages and
Disadvantages of the Merger;
THE ANNUAL MEETING;
THE MERGER-- Background
of the Merger;
--Recommendation of the IPC
Board; Reasons for the
Merger;--Opinion of Financial
Advisor; ANNEX E;
FINANCIAL STATEMENTS
OF THE COMPANY--Notes
to Consolidated Financial
Statements
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Item 8(c)................................ SUMMARY--The Annual
Meeting; THE ANNUAL
MEETING; THE MERGER--
Recommendation of the IPC
Board; Reasons for the Merger
Item 8(d)................................ THE MERGER--
Recommendation of the IPC
Board; Reasons for the Merger
Item 8(e)................................ THE ANNUAL MEETING--
Recommendation of the IPC
Board; THE MERGER--
Recommendation of the IPC
Board; Reasons for the Merger
Item 8(f)................................ **
Item 9 (a-c)............................. SUMMARY--The Merger
--Board Recommendation;
Opinion of Financial Advisor to
the IPC Board; THE
MERGER-- Opinion of
Financial Advisor; ANNEX E
Item 10(a)............................... SUMMARY; THE MERGER--
Interests of Certain Persons in
the Merger; IPC ANNUAL
MEETING--OTHER
MATTERS--Security
Ownership of Certain Beneficial
Owners and Management
Item 10(b)............................... **
Item 11.................................. SUMMARY; THE MERGER;
IPC ANNUAL MEETING--
OTHER MATTERS; ANNEX
A; ANNEX C; ANNEX D
Item 12 (a-b)............................ SUMMARY; THE MERGER;
THE ANNUAL MEETING;
ANNEX A; ANNEX D
Item 13(a)............................... SUMMARY--The Merger--
Dissenters' Rights; THE
ANNUAL MEETING--
Dissenters' Rights; THE
MERGER-- Dissenters' Rights;
ANNEX F
Item 13(b)............................... **
Item 13(c)............................... **
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Item 14(a)............................... SUMMARY SELECTED
HISTORICAL AND
UNAUDITED PRO FORMA
CONDENSED
CONSOLIDATED
FINANCIAL DATA;
FINANCIAL STATEMENTS
OF THE COMPANY;
UNAUDITED PRO FORMA
CONSOLIDATED
FINANCIAL INFORMATION
Item 14(b)............................... SUMMARY SELECTED
HISTORICAL AND
UNAUDITED PRO FORMA
CONDENSED
CONSOLIDATED
FINANCIAL DATA;
FINANCIAL STATEMENTS
OF THE COMPANY
Item 15(a)-(b)........................... THE MERGER--Ancillary
Agreements; IPC ANNUAL
MEETING--OTHER
MATTERS--Employment
Agreements
Item 16.................................. **
Item 17(a)............................... **
Item 17(b)............................... ANNEX E
Item 17(c)............................... ANNEX A; ANNEX D;
Exhibits 10.2.2, 10.3.2, 10.15
and 10.16 of the Registration
Statement
Item 17(d)............................... Proxy Statement/Prospectus and
related Notice of Special
Meeting and Proxy
Item 17(e)............................... ANNEX F
Item 17(f)............................... **
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the cover page of, and under "SUMMARY--
Parties to the Merger--IPC Information Systems, Inc." in the Proxy
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under "STOCK PRICE AND DIVIDEND INFORMATION,"
"THE ANNUAL MEETING--Vote Required" and "DESCRIPTION OF IPC CAPITAL STOCK" is
incorporated herein by reference.
(c)-(d) The information set forth on Page 2 and under "STOCK PRICE AND
DIVIDEND INFORMATION" and "FINANCIAL STATEMENTS OF THE COMPANY--Consolidated
Statements of Stockholder's Equity;--Notes to Consolidated Financial Statements"
is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13E-3 is being filed by IPC Information Systems, Inc. and by
Richard P. Kleinknecht.
(b) The business address of Richard P. Kleinknecht is c/o IPC Information
Systems, Inc., Wall Street Plaza, 88 Pine Street, New York, N.Y. 10005.
(c) Richard P. Kleinknecht is presently employed as Chairman and as a director
of IPC.
(d) The information set forth under "IPC ANNUAL MEETING-- OTHER MATTERS --
Nominees for Election as Directors" is incorporated herein by reference.
(e) Richard P. Kleinknecht has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) Richard P. Kleinknecht has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(g) Richard P. Kleinknecht is a citizen of the United States of America.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1)-(2) The information set forth under "THE MERGER--Ancillary Agreements;-
- -Background of the Merger" and "IPC ANNUAL MEETING--OTHER MATTERS--Employment
Agreements."
(b) The information set forth under "THE MERGER--Background of the Merger;--
Effect on IPC Employee Benefit Plans;--Interests of Certain Persons in the
Merger;--Ancillary Agreements," "MANAGEMENT FOLLOWING THE MERGER," "IPC ANNUAL
MEETING--OTHER MATTERS," "NEW STOCK INCENTIVE PLAN" and "ANNEX C" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on pages 1-2, and under "SUMMARY," "THE MERGER,"
"NEW STOCK INCENTIVE PLAN" and "ANNEX C" is incorporated herein by reference.
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(b) The information set forth under "THE MERGER--Effect on IPC Employee
Benefit Plans; -- Interests of Certain Persons in the Merger;--Merger
Consideration," "NEW STOCK INCENTIVE PLAN" and "ANNEX C" is incorporated herein
by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under "SUMMARY," "RISK FACTORS," "THE
MERGER," "DESCRIPTION OF IPC CAPITAL STOCK" and "MANAGEMENT FOLLOWING THE
MERGER" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (c)(1)-(2) The information set forth under "SUMMARY--The Merger;--Merger
Consideration;-- Merger Financing" and "THE MERGER--Merger Consideration;--
Merger Financing" is incorporated herein by reference.
(b) The information set forth under "SUMMARY--The Annual Meeting," "THE ANNUAL
MEETING--Solicitation of Proxies," "THE MERGER--Certain Fees and Expenses" and
"FINANCIAL STATEMENTS OF THE COMPANY--Notes to Consolidated Financial
Statements" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth under "SUMMARY--The Annual Meeting; -- The
Merger--Board Recommendation; Opinion of Financial Advisor to the IPC Board"
and "THE MERGER--Background of the Merger" is incorporated herein by reference.
(d) The information set forth under "SUMMARY--The Merger--Effects of the
Merger; Effective Time of the Merger;--Interests of Certain Persons in the
Merger;--Management of the Surviving Corporation After the Merger;--Certain
Differences in Stockholder Rights," "RISK FACTORS," "THE MERGER--Effects of the
Merger; Effective Time of the Merger;--Federal Income Tax Consequences;--Resale
of Surviving Corporation Common Stock following the Merger;--Interests of
Certain Persons in the Merger," "MANAGEMENT FOLLOWING THE MERGER" and
"COMPARISON OF CERTAIN RIGHTS OF STOCKHOLDERS" is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth under "SUMMARY--The Annual Meeting;--The
Merger --Board Recommendation; Opinion of Financial Advisor to the IPC Board;--
Advantages and Disadvantages of the Merger," "THE ANNUAL MEETING," "THE MERGER--
Background of the Merger;--Recommendation of the IPC Board; Reasons for the
Merger;--Opinion of Financial Advisor," "ANNEX E" and "FINANCIAL STATEMENTS OF
THE COMPANY--Notes to Consolidated Financial Statements" is incorporated herein
by reference.
(c) The information set forth under "SUMMARY--The Annual Meeting," "THE ANNUAL
MEETING" and "THE MERGER--Recommendation of the IPC Board; Reasons for the
Merger" is incorporated herein by reference.
(d) The information set forth under "THE MERGER--Recommendation of the IPC
Board; Reasons for the Merger" is hereby incorporated by reference.
(e) The information set forth under "SUMMARY--The Annual Meeting," "THE
ANNUAL MEETING" and "THE MERGER--Recommendation of the IPC Board; Reasons for
the Merger" is incorporated herein by reference.
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(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under "SUMMARY--The Merger --Board
Recommendation; Opinion of Financial Advisor to the IPC Board," "THE MERGER--
Opinion of Financial Advisor" and "ANNEX E" is incorporated herein by
reference.
ITEM 10. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The information set forth under "SUMMARY," "THE MERGER--Interests of
Certain Persons in the Merger" and "IPC ANNUAL MEETING--OTHER MATTERS--Security
Ownership of Certain Beneficial Owners and Management" is incorporated herein by
reference.
(b) No transactions of the type required to be disclosed by Item 10(b) have
been effected in the past 60 days.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth under "SUMMARY," "THE MERGER," "IPC ANNUAL MEETING--
OTHER MATTERS," "ANNEX A" "ANNEX C" and "ANNEX D" is incorporated herein by
reference.
ITEM 12.
PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.
(a)-(b) The information set forth under "SUMMARY," "THE MERGER," "THE ANNUAL
MEETING," "ANNEX A" and "ANNEX D" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under "SUMMARY," "THE ANNUAL MEETING--
Dissenters' Rights," "THE MERGER--Dissenters' Rights" and "ANNEX F" is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under "SUMMARY SELECTED HISTORICAL AND UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA" and "FINANCIAL STATEMENTS OF
THE COMPANY" is incorporated herein by reference.
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(b) The information set forth under "SUMMARY SELECTED HISTORICAL AND
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA," "FINANCIAL
STATEMENTS OF THE COMPANY" and "UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION" is incorporated herein by reference.
<TABLE>
<CAPTION>
(a)-(b)
IPC Information Systems, Inc.
At September 30, 1997 At December 31, 1997
--------------------- --------------------
Historical Pro forma/(1)/ Historical Pro forma/(1)/
------------------------ --------------- ----------- --------------
<S> <C> <C> <C> <C>
Book value per share $ 7.19 ($19.06) $ 7.57 ($17.98)
Shares issued and oustanding 10,690,460 4,063,492 10,737,779 4,063,492
</TABLE>
(1) Reflects the Merger Transaction (as defined in the prospectus) as if such
transactions occured on such dates as indicated.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth under "THE MERGER--Ancillary Agreements" and
"IPC ANNUAL MEETING--OTHER MATTERS--Employment Agreements" is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the Proxy Statement/Prospectus and to each exhibit
attached thereto, each of which is incorporated by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Opinion of Deutsche Morgan Grenfell Inc. (incorporated by reference to
ANNEX E to the Proxy Statement/ Prospectus).
(c) Agreement and Plan of Merger dated as of December 18, 1997 between IPC
Information Systems, Inc. and Arizona Acquisition Corp. (incorporated by
reference to ANNEX A to the Proxy Statement/Prospectus).
Stockholders Agreement dated as of December 18, 1997 among Arizona
Acquisition Corp. and certain stockholders of IPC Information Systems, Inc.
(incorporated by reference to ANNEX D to the Proxy Statement/ Prospectus).
Investors Agreement dated as of December 18, 1997 by and among IPC
Information Systems, Inc., Cable Systems Holding, LLC, Richard P.
Kleinknecht, David Walsh and Anthony Servidio attached as Exhibit 10.15 to
the Registration Statement on Form S-4.
Share Exchange and Termination Agreement dated as of December 18, 1997 by
and among IPC Information Systems, Inc., International Exchange Networks,
Ltd., David Walsh and Anthony Servidio attached as Exhibit 10.16.
Amended and Restated Employment Agreement dated as of December 18, 1997
between IPC Information Systems, Inc. and Richard P. Kleinknecht attached
as Exhibit 10.2.2 to the Registration Statement on Form S-4.
Amended and Restated Employment Agreement dated as of December 18, 1997
between IPC Information Systems, Inc. and Peter J. Kleinknecht attached as
Exhibit 10.3.2 to the Registration Statement on Form S-4.
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(d) Proxy Statement/Prospectus and related Notice of Special Meeting and Proxy
(incorporated by reference to the Proxy Statement/Prospectus and related
material filed under a Registration Statement on Form S-4 by IPC Information
Systems, Inc. on the date hereof).
(e) Section 262 of the General Corporation Law of the State of Delaware
(incorporated by reference to ANNEX F to the Proxy Statement/Prospectus).
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this Schedule 13E-3 is true,
complete and correct.
Dated: February 13, 1998.
IPC INFORMATION SYSTEMS, INC.
By: /s/ Daniel Utevsky
--------------------------------
Name: Daniel Utevsky
Title: Vice President and General Counsel
After due inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this Schedule 13E-3 is true,
complete and correct.
Dated: February 13, 1998.
/s/ Richard P. Kleinknecht
----------------------------------
Richard P. Kleinknecht
13
