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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)
ALLIED DIGITAL TECHNOLOGIES CORP.
(Name of Issuer)
Allied Digital Technologies Corp.
(Name of Person Filing Statement)
Common Stock, Par Value $0.01 Per Share 38-3191597
(Title of Class of Securities) (I.R.S. Employer Identification Number)
Chief Executive Officer
Allied Digital Technologies Corp.
140 Fell Court
Hauppauge, New York 11788
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
with copies to:
Frederick R. Cummings, Jr., Esq. Philip H. Werner, Esq.
Warshaw Burstein Cohen Schlesinger & Kuh, LLP Morgan, Lewis & Bockius LLP
555 Fifth Avenue 101 Park Avenue
New York, New York 10017 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
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) / / The filing of a registration statement under the Securities Act of
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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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Transaction Amount of
Valuation Filing fee
- --------------------------------------------------------------------------------
$ *63,777,061 $12,755.42
- --------------------------------------------------------------------------------
Allied Digital Technologies Corp., a Delaware corporation (referred to
herein as " ADT" or 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 May 5, 1998 (the
"Merger Agreement"), by and between the Company and Analog Acquisition Corp.
("AAC"), a Delaware corporation, pursuant to which AAC will be merged with and
into the Company (the "Merger"). Under the terms of the Merger Agreement, which
is subject to majority shareholder approval, each Share (or fraction thereof)
issued and outstanding immediately prior to the Effective Time (as defined
below) (other than any Shares to be canceled (as described below), any Shares to
remain outstanding (as described below) and any Dissenting Shares (as defined in
the Merger Agreement), shall be canceled and shall be converted automatically
into the right to receive an amount equal to $5.00 in cash payable, without
interest, to the holder of such Share, upon surrender of the Certificate that
formerly evidenced such Share. 74,998 of the Shares held by and registered in
the names of certain ADT Stockholders immediately prior to the Effective Time
who are members of management of the Company shall not be canceled but shall
remain outstanding and become shares of Class A common stock, $.01 par value per
share, of the Surviving Corporation ("Class A Common Stock"). In addition, all
of (a) the issued and outstanding shares of common stock, par value $.01 per
share, of AAC, (b) the issued and outstanding shares of preferred stock, par
value $.01 per share, of AAC, and (c) 1,100,110 Shares of ADT Common Stock held
by and registered in the name of 399, shall be converted into 74,000 shares of
Class A common stock, 351,000 shares of Class B common stock, $.01 par value per
share, of the Surviving Corporation and 165,000 shares of Series A Preferred
Stock, par value $.01 per share, of the Surviving Corporation. The Merger will
become effective at such time as the certificate of merger is duly filed with
the Secretary of State of the State of Delaware or at such later time as is
specified in the certificate of merger (the "Effective Time"). From and after
the Effective Time, the Surviving Corporation will possess all the rights,
privileges, powers and franchises and be subject to all of the restrictions,
disabilities and duties of ADT and AAC, all as provided under Delaware Law. The
Merger is subject to customary conditions, including the approval and adoption
of the Merger Agreement by the affirmative vote of a majority of the
stockholders of ADT.
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* For purposes of calculation of fee only, this amount is based on (i)
13,623,394 (the number of shares of Company Common Stock outstanding as
of May 28, 1998) minus 1,175,108 (the number of Shares of Company Common
Stock to be exchanged for Surviving Corporation Common Stock) multiplied by
$5.00 (the cash consideration per Share), plus (ii) $1,535,631 (the cash
consideration to be paid for the options being surrendered in connection
with the transaction), 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 previously paid by the Company indicated below has been
subtracted, leaving a balance of $0.
/X/ Check box if any part of the fee is offset 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: $12,755.42.
Form or Registration No.: Proxy Statement on Schedule 14A (File No. __).
Filing Party: Allied Digital Technologies Corp.
Date Filed: May 29, 1998
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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 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,
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, 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.
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CROSS REFERENCE SHEET
Item in Where located in
Schedule 13E-3 Proxy Statement
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Item 1(a)................................. Cover Page; SUMMARY -- Allied
Item 1(b)................................. QUESTIONS AND ANSWERS ABOUT
THE MERGER -- WHY SHOULD
ALLIED MERGE WITH AAC?; --
WHAT VOTE IS REQUIRED?; --
WHAT WILL HAPPEN TO OPTIONS
TO PURCHASE ALLIED COMMON
STOCK AND WARRANTS TO
PURCHASE ALLIED COMMON
STOCK?; INFORMATION
CONCERNING THE ALLIED SPECIAL
MEETING; SUMMARY -- Record Date;
Voting Rights; -- OPTIONS/
WARRANTS; -- Allied Common Stock
Information; MARKET PRICE AND
DIVIDEND INFORMATION
Item 1(c)-(d)............................. MARKET PRICE AND DIVIDEND
INFORMATION; SELECTED
CONSOLIDATED FINANCIAL DATA --
Notes to Consolidated Financial
Statements
Item 1(e)................................. PRO FORMA UNAUDITED CONDENSED
FINANCIAL DATA -- Notes to
Pro Forma Unaudited Condensed
Consolidated Statements of Earnings
Item 1(f)................................. **
Item 2(a)................................. This Schedule 13E-3 is being filed
by the issuer,
Item 2(b)................................. Allied Digital Technologies Corp.,
140 Fell Court, Hauppauge, NY 11788
Item 2(c)................................. **
Item 2(d)................................. **
Item 2(e)-(f)............................. **
Item 2(g)................................. A corporation organized under the
laws of the State of Delaware
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** The item is inapplicable or the answer thereto is in the negative.
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Item 3(a)(1)-(2).......................... **
Item 3(b)................................. **
Item 4(a)................................. Pages 1-2; SUMMARY; SPECIAL FACTORS;
THE MERGER; THE MERGER AGREEMENT
Item 4(b)................................. SUMMARY -- Options/Warrants; --
Interests of Allied Officers and
Directors In The Merger and Other
Special Factors; INFORMATION
CONCERNING THE ALLIED SPECIAL MEETING
-- Record Date; Voting Rights;
SPECIAL FACTORS -- Interest of
Directors and Executive Officers; THE
MERGER -- Ownership of Capital Stock;
-- Certain Effects of The Merger; THE
MERGER AGREEMENT -- Consideration to
be Received in the Merger;
STOCKHOLDER VOTING AGREEMENTS --
ROLLOVER AGREEMENTS; ANNEX E; ANNEX F
Item 5(a)-(g)............................. SUMMARY; SPECIAL FACTORS; THE
MERGER; THE MERGER AGREEMENT
Item 6(a), (c)(1)-(2)..................... SUMMARY -- Reasons for The Merger;
-- Total Value of The Merger; THE
MERGER -- Debt Financing; THE
MERGER AGREEMENT -- Consideration to
be Received in the Merger
Item 6(b)................................. THE MERGER -- Debt Financing; --
Expenses of the Transaction; THE
MERGER AGREEMENT -- Termination
Fees; -- Expenses; PRO FORMA
UNAUDITED CONDENSED FINANCIAL DATA
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Item 6(d)................................. **
Item 7 (a)-(c)............................ QUESTIONS AND ANSWERS ABOUT
THE MERGER; SUMMARY -- AAC; --
Reasons for the Merger; -- The
Merger; -- Recommendation To
Stockholders; -- Opinion of Furman
Selz LLC; SPECIAL FACTORS --
Background of the Merger Transaction;
-- Recommendation of the Allied
Board; -- Effects and Reasons for
the Merger; -- The Board's
Recommendation; -- Fairness Opinion
Item 7(d)................................. QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY -- Options/Warrants;
-- Interests of Allied Officers and
Directors in the Merger and Other
Special Factors; -- Federal Income
Tax Consequences; INFORMATION
CONCERNING THE ALLIED SPECIAL MEETING
-- Record Date; Voting Rights;
SPECIAL FACTORS -- Recommendation of
the Allied Board; Effects and Reasons
for the Merger; -- Certain Federal
Income Tax Consequences of the
Merger; -- Fairness Opinion; --
Interests of Directors and Executive
Officers; THE MERGER -- Certain
Effects of the Merger; -- Certain
Federal Income Tax Consequences of
the Merger; THE MERGER AGREEMENT --
The Merger; -- The Surviving
Corporation; -- Board of Directors of
the Company Following the Merger
Item 8 (a-b).............................. QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY -- Reasons for the
Merger; -- Opinion of Furman Selz
LLC; -- Recommendation to
Stockholders; SPECIAL FACTORS --
Background of the Merger Transaction;
Recommendation of the Allied Board;
-- Effects and Reasons for the
Merger; -- The Board's
Recommendation; -- Fairness Opinion;
ANNEX A; TABLE OF CONTENTS TO
CONSOLIDATED FINANCIAL STATEMENTS
-- Notes to Consolidated Financial
Statements
Item 8(c)................................. QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY -- Conditions to
the Merger
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Item 8(d)................................. **
Item 8(e)................................. SUMMARY -- Reasons for the Merger;
SPECIAL FACTORS -- Background of
the Merger Transaction; --
Recommendation of Allied's Board; --
Effects and Reasons for the Merger;
-- The Board's Recommendation;
INFORMATION CONCERNING THE
ALLIED SPECIAL MEETING -- Record
Date; Voting Rights
Item 8(f)................................. **
Item 9 (a-c).............................. SUMMARY -- Opinion of Furman Selz
LLC; SPECIAL FACTORS -- Background
of the Merger Transaction; --
Fairness Opinion; ANNEX A
Item 10(a)................................ SUMMARY; SPECIAL FACTORS --
Interests of Directors and Executive
Officers; INFORMATION CONCERNING THE
ALLIED SPECIAL MEETING; THE MERGER --
Ownership of Capital Stock
Item 10(b)................................ **
Item 11................................... SUMMARY; INFORMATION CONCERNING THE
ALLIED SPECIAL MEETING; SPECIAL
FACTORS; THE MERGER AGREEMENT; ANNEX
B; ANNEX C; ANNEX E, ANNEX F
Item 12 (a-b)............................. SUMMARY; INFORMATION
CONCERNING THE ALLIED SPECIAL
MEETING; SPECIAL FACTORS; THE
MERGER AGREEMENT; ANNEX B;
ANNEX E; ANNEX F
Item 13(a)................................ SUMMARY; INFORMATION
CONCERNING THE ALLIED SPECIAL
MEETING; -- Record Date; Voting
Rights; THE MERGER -- Appraisal
Rights; ANNEX C
Item 13(b)................................ **
Item 13(c)................................ **
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Item 14(a)................................ SUMMARY PRO FORMA UNAUDITED CONDENSED
FINANCIAL DATA; THE MERGER --
Selected Pro Forma Unaduited
Condensed Financial Data; PRO FORMA
UNAUDITED CONDENSED FINANCIAL DATA;
TABLE OF CONTENTS TO CONSOLIDATED
FINANCIAL STATEMENTS
Item 14(b)................................ SUMMARY PRO FORMA UNAUDITED CONDENSED
FINANCIAL DATA; THE MERGER --
Selected Pro Forma Unaduited
Condensed Financial Data; PRO FORMA
UNAUDITED CONDENSED FINANCIAL DATA;
TABLE OF CONTENTS TO CONSOLIDATED
FINANCIAL STATEMENTS
Item 15(a)-(b)............................ SPECIAL FACTORS; INFORMATION
CONCERNING THE ALLIED SPECIAL
MEETING -- Record Date; Voting Rights
Item 16................................... **
Item 17(a)................................ **
Item 17(b)................................ ANNEX A
Item 17(c)................................ ANNEX B; ANNEX E; ANNEX F
Item 17(d)................................ Proxy Statement and related Notice of
Special Meeting and Proxy
Item 17(e)................................ ANNEX C
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 -- Allied" in the Proxy Statement is incorporated herein by reference.
(b) The information set forth under "QUESTIONS AND ANSWERS ABOUT THE
MERGER -- WHY SHOULD ALLIED MERGE WITH AAC?; -- WHAT VOTE IS REQUIRED?; -- WHAT
WILL HAPPEN TO OPTIONS TO PURCHASE ALLIED COMMON STOCK AND WARRANTS TO PURCHASE
ALLIED COMMON STOCK?", "INFORMATION CONCERNING THE ALLIED SPECIAL MEETING
SUMMARY -- Record Date; Voting Requirements" and "SUMMARY -- Record Date; --
Options/Warrants" is incorporated herein by reference.
(c)-(d) The information set forth under "MARKET PRICE AND DIVIDEND
INFORMATION" and "SELECTED CONSOLIDATED FINANCIAL DATA -- Consolidated
Statements of Shareholder's Equity; -- Notes to Consolidated Financial
Statements" is incorporated herein by reference.
(e) The information set forth under "PRO FORMA UNAUDITED CONDENSED
FINANCIAL DATA -- Notes to Pro Forma Unaudited Condensed Consolidated Statements
of Earnings" is incorporated herein by reference.
(f) Not applicable.
ITEM 2. Identity and Background.
(a) This Schedule 13E-3 is being filed by Allied Digital
Technologies Corp.
(b) The business address is Allied Digital Technologies Corp.,
140 Fell Court, Hauppauge, New York 11788
(c) Not applicable.
(d) Not applicable.
(e)-(f) Not applicable.
(g) Allied Digital Technologies Corp. is a corporation organized
under the laws of the State of Delaware.
ITEM 3. Past Contacts, Transactions or Negotiations.
(a) Not applicable.
(b) Not applicable.
ITEM 4. Terms of the Transaction.
(a) The information set forth on pages 1-2, "SUMMARY", "SPECIAL
FACTORS" and "THE MERGER AGREEMENT" is incorporated herein by reference.
(b) The information set forth under "SUMMARY -- Options/Warrants; --
Interests of Allied Officers and Directors In The Merger and Other Special
Factors", "INFORMATION CONCERNING THE ALLIED SPECIAL MEETING -- Record Date;
Voting Rights", "SPECIAL FACTORS -- Interest of Directors and Executive
Officers", "THE MERGER -- Ownership of Capital Stock; -- Certain Effects of The
Merger", "THE MERGER AGREEMENT; Consideration to be Received in the Merger",
"STOCKHOLDER VOTING AGREEMENTS -- ROLLOVER AGREEMENTS ANNEX E" and "ANNEX F" is
incorporated herein by reference.
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ITEM 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) The information set forth under "SUMMARY", "THE MERGER" and
"THE MERGER AGREEMENT" 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 -- Reasons
for the Merger; -- Total Value of the Merger; -- Merger Financing", "THE MERGER
- -- Debt Financing" and "THE MERGER AGREEMENT -Consideration to be Received in
the Merger" is incorporated herein by reference.
(b) The information set forth under "THE MERGER -- Debt Financing; --
Expenses of the Transaction", "THE MERGER AGREEMENT -- Termination Fees; --
Expenses" and "PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA" is incorporated
herein by reference.
(d) Not applicable.
ITEM 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(c) The information set forth under "QUESTIONS AND ANSWERS ABOUT
THE MERGER", "SUMMARY -- AAC; -- Reasons for the Merger; -- The Merger; --
Recommendation To Stockholders; -- Opinion of Furman Selz LLC" and "SPECIAL
FACTORS -- Background of the Merger Transaction; -- Recommendation of the Allied
Board; Effects and Reasons for the Merger; -- The Board's Recommendation; --
Fairness Opinion" is incorporated herein by reference.
(d) The information set forth under "QUESTIONS AND ANSWERS ABOUT
THE MERGER", "SUMMARY -- Options/Warrants; -- Interests of Allied Officers and
Directors in the Merger and Other Special Factors; -- Federal Income Tax
Consequences", "INFORMATION CONCERNING THE ALLIED SPECIAL MEETING -Record Date;
Voting Rights", "SPECIAL FACTORS -- Recommendation of the Allied Board; Effects
and Reasons for the Merger; -- Certain Federal Income Tax Consequences of the
Merger; -- Fairness Opinion; -- Interests of Directors and Executive Officers",
"THE MERGER -- Certain Effects of the Merger; -- Certain Federal Income Tax
Consequences of the Merger" and "THE MERGER AGREEMENT -- The Merger; -- The
Surviving Corporation; -Board of Directors of the Company Following the Merger"
is incorporated herein by reference.
ITEM 8. Fairness of the Transaction.
(a)-(b) The information set forth under "SUMMARY -- Reasons for the
Merger; -- Opinion of Furman Selz LLC; -- Recommendation to Stockholders",
"SPECIAL FACTORS -- Background of the Merger Transaction; Recommendation of the
Allied Board; -- Effects and Reasons for the Merger; -- The Board's
Recommendation; -Fairness Opinion", "ANNEX A" and "TABLE OF CONTENTS TO
CONSOLIDATED FINANCIAL STATEMENTS -- Notes to Consolidated Financial
Statements" is incorporated herein by reference.
(c) The information set forth under "QUESTIONS AND ANSWERS ABOUT THE
MERGER" and "SUMMARY -- Conditions to the Merger" is incorporated herein by
reference.
(d) No representative was hired solely on behalf of unaffiliated
security holders.
(e) The information set forth under "SUMMARY -- Reasons for the
Merger", "SPECIAL FACTORS -Background of the Merger Transaction; --
Recommendation of Allied's Board; Effects and Reasons for the Merger; --
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The Board's Recommendation" and "INFORMATION CONCERNING THE ALLIED SPECIAL
MEETING -- Record Date; Voting Rights" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information set forth under "SUMMARY -- Opinion of Furman
Selz LLC", "SPECIAL FACTORS -- Background of the Merger Transaction; -- Fairness
Opinion" and "ANNEX A" is incorporated herein by reference.
ITEM 10. Interests in Securities of the Issuer.
(a) The information set forth under "SUMMARY", "SPECIAL FACTORS --
Interests of Directors and Executive Officers", "INFORMATION CONCERNING THE
ALLIED SPECIAL MEETING" and "THE MERGER -- Ownership of Capital Stock" 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", "INFORMATION CONCERNING
THE ALLIED SPECIAL MEETING", "SPECIAL FACTORS", "THE MERGER AGREEMENT", "ANNEX
B", "ANNEX E" and "ANNEX F" 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", "INFORMATION
CONCERNING THE ALLIED SPECIAL MEETING", "SPECIAL FACTORS", "THE MERGER
AGREEMENT", "ANNEX B", "ANNEX E" and "ANNEX F" is incorporated herein by
reference.
ITEM 13. Other Provisions of the Transaction.
(a) The information set forth under "SUMMARY", "INFORMATION
CONCERNING THE ALLIED SPECIAL MEETING -- Record Date; Voting Rights", THE
MERGER -- Appraisal Rights and "ANNEX C" is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. Financial Information.
(a) The information set forth under "SUMMARY PRO FORMA UNAUDITED
CONDENSED FINANCIAL DATA; THE MERGER -- Selected Pro Forma Unaudited Condensed
Financial Data", "PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA", and "TABLE OF
CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS" is incorporated herein by
reference.
(b) The information set forth under "SUMMARY PRO FORMA UNAUDITED
CONDENSED FINANCIAL DATA; THE MERGER -- Selected Pro Forma Unaudited Condensed
Financial Data", "PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA", and "TABLE OF
CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS" is incorporated herein by
reference.
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ITEM 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) The information set forth under "SPECIAL FACTORS" and
"INFORMATION CONCERNING THE ALLIED SPECIAL MEETING -- Record Date; Voting
Rights" is incorporated herein by reference.
ITEM 16. Additional Information.
[Reference is hereby made to the Proxy Statement 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 Furman Selz LLC (incorporated by reference to ANNEX A
to the Proxy Statement).
(c) Agreement and Plan of Merger, dated as of May 5, 1998, by and
between Allied Digital Technologies Corp. and Analog Acquisition Corp.
(incorporated by reference to ANNEX B to the Proxy Statement); Form of
Stockholder Voting Agreement (incorporated by reference to ANNEX E to the Proxy
Statement); and Form of Rollover Agreement (incorporated by reference to ANNEX F
to the Proxy Statement).
(d) Proxy Statement and related Notice of Special Meeting and Proxy
(incorporated by reference to the Proxy Statement filed on the date hereof).
(e) Section 262 of the General Corporation Law of the State of
Delaware (incorporated by reference to ANNEX C to the Proxy Statement).
(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: May 29, 1998.
ALLIED DIGITAL TECHNOLOGIES CORP.
By: /s/ Charles Mantione
-------------------------------------------
Name: Charles Mantione
Title: Chief Financial Officer
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