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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ALLIED DIGITAL TECHNOLOGIES CORP.
(NAME OF ISSUER)
ALLIED DIGITAL TECHNOLOGIES CORP.
CITICORP VENTURE CAPITAL, LTD.
399 VENTURE PARTNERS, INC.
ANALOG ACQUISITION CORP.
DONALD L. OLESEN
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE 38-3191597
(TITLE OF CLASS OF SECURITIES) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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CHIEF EXECUTIVE OFFICER
ALLIED DIGITAL TECHNOLOGIES CORP.
140 FELL COURT
HAUPPAUGE, NEW YORK 11788
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT)
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with copies to:
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FREDERICK R. CUMMINGS, JR., ESQ. PHILIP H. WERNER, ESQ.
WARSHAW BURSTEIN COHEN SCHLESINGER & KUH, LLP MORGAN, LEWIS & BOCKIUS LLP
555 FIFTH AVENUE 101 PARK AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10178
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This statement is filed in connection with (check the appropriate box):
(a) /x/ The filing of solicitation materials or an information statement to
Regulation 14A [17 CFR 240.14a-1 to 240.14a-103] Regulation 14C [17 CFR
240.14c-1 to 240.14c-101] or Rule 13e-3(c) [240.13e-3(c)] under the
Securities Exchange Act of 1934.
(b) / / The filing of a registration statement under the Securities Act of 1933.
(c) / / A tender offer.
(d) / / None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) are preliminary copies. /x/
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CALCULATION OF REGISTRATION FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$ *63,777,061 $12,755.42
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Allied Digital Technologies Corp., a Delaware corporation (referred to
herein as 'Allied' 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
(Continued on next page)
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(Continued from previoius page)
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') with Allied to be the surviving corporation (the
'Surviving Corporation'). Under the terms of the Merger Agreement, which is
subject to majority shareholder approval, each share of Allied common stock
('Allied Common Stock') (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 shares held by and registered in the names of certain Allied 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 Allied 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
Allied 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 Allied.
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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 Allied Common Stock outstanding as of May
28, 1998) minus 1,175,108 (the number of shares of Allied 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 Allied 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.: Preliminary Proxy Statement on Schedule 14A.
Filing Party: Allied Digital Technologies Corp.
Date Filed: May 29, 1998
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 (File No. 1-13580) was filed by the Company with the
Securities and Exchange Commission (the 'Commission') immediately prior to the
filing of this Schedule 13E-3.
The filing of this Schedule 13E-3 shall not be construed as an admission by
Allied, Citicorp Venture Capital, Ltd. ('CVC'), 399 Venture Partners, Inc.
('399'), AAC or Mr. Olesen that the Company is 'controlled' by CVC, 399 or AAC
or that any of CVC, 399 or AAC is an 'affiliate' of the Company within the
meaning of Rule 13e-3 under Section 13(c) of the Securities Exchange Act of
1934, as amended.
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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.
CROSS REFERENCE SHEET
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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 and are
Certain Option Holders Being Treated Differently from Other Option
Holders?; INFORMATION CONCERNING THE ALLIED SPECIAL MEETING; SUMMARY--
Record Date;--Options/Warrants;--Allied Common Stock Information; MARKET
PRICE AND DIVIDEND INFORMATION
Item 1(c)-(d)....................... MARKET PRICE AND DIVIDEND INFORMATION; SELECTED HISTORICAL CONSOLIDATED
FINANCIAL DATA; TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS--
Consolidated Statements of Stockholders' Equity for the Years Ended July
31, 1997, 1996 and 1995
Item 1(e)........................... PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA-- Notes to Pro Forma Unaudited
Condensed Consolidated Statements of Earnings
Item 1(f)........................... CVC, 399, AAC, and Donald L. Olesen have not made any purchases of the
Company's securities since the commencement of the Company's second full
fiscal year preceding the date of this schedule.
Item 2(a)........................... This Schedule 13E-3 is being filed by Allied, CVC, 399, AAC and Donald L.
Olesen (the 'Filing Persons')
Item 2(b)........................... Allied Digital Technologies Corp., 140 Fell Court, Hauppauge, NY 11788,
Citicorp Venture Capital, Ltd., 399 Park Avenue, 14th Floor, New York, N.Y.
10022; 399 Venture Partners, Inc., 399 Park Avenue, 14th floor, New York,
N.Y. 10022; Analog Acquisition Corp., c/o 399 Venture Partners, Inc., 399
Park Avenue, 14th floor, New York, N.Y. 10022; Donald L. Olesen, c/o Allied
Digital Technologies Corp., 140 Fell Court, Hauppauge, NY 11788
Item 2(c)-(d)....................... Donald L. Olesen is principally employed as President--National Sales and
Marketing Division of Allied Digital Technologies Corp. Mr. Olesen also has
been the President of HMG Digital Technologies Corp., a wholly-owned
subsidiary of the Company whose address is 140 Fell Court, Hauppauge, New
York 11788 ('HMG') since 1993 and President of Allied Digital, Inc.
(formerly known as Hauppauge Records Manufacturing Ltd.), a wholly-owned
subsidiary of the Company whose address is 140 Fell Court, Hauppauge, New
York 11788 ('ADI') since July 1991. He also was a director of HMG and ADI
until January 1995. Mr. Olesen has been ADI's primary sales executive since
1981.
Other Directors and Officers of Allied Digital Technologies Corp.:
William H. Smith has been Co-Chairman of the Board and a director of the
Company since January 1995, President of the Company since
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November 1995 and a director of HMG and ADI since January 1995. Mr. Smith
also was Co-Chief Executive Officer of the Company from November 1995 until
March 1996. Mr. Smith was President and a director of Allied Film
Laboratory, Inc., a Michigan corporation whose address was 7375 Woodward
Avenue, Detroit, Michigan 48202 from 1960 until 1993, and its Chairman of
the Board from 1990 until November 1996.
George N. Fishman has been Co-Chairman of the Board and a director of the
Company since January 1995 and Chief Executive Officer since March 1996.
Mr. Fishman also has been the Chairman of the Board, Chief Executive
Officer and a director of HMG since 1993, the Chairman of the Board and a
director of ADI since 1981 and the Chief Executive Officer of Allied since
1991.
John K. Mangini has been Chief Operating Officer of the Company since
January 15, 1996. Prior to his joining the Company, he spent five years
with PolyGram Group Distribution, Inc., 825 Eighth Avenue, New York, New
York 10019, as Senior Vice President of Operations.
Charles P. Kavanagh has been Executive Vice President of the Company since
June 1997 and Secretary of the Company since January 1995. Mr. Kavanagh
also has been the Chief Financial Officer of HMG since 1993 and the Vice
President--Finance and Administration of ADI since 1990. Mr. Kavanagh also
was a director of Allied until January 1995.
Charles A. Mantione has been Vice President--Finance of the Company since
June 1997. Mr. Mantione had been a financial consultant to the Company from
June 1996 to June 1997. From November 1989 until May 1997, Mr. Mantione was
self employed rendering accounting and management consulting services.
Eugene A. Gargaro, Jr. has been a director of the Company since January
1995. Mr. Gargaro has been Vice President and Secretary of Masco
Corporation, ("Masco"), 21001 Van Born Road, Taylor, Michigan 48180,
a manufacturer of products for the home, since 1993. Mr. Gargaro is a
director and Secretary of MascoTech, Inc. ("Masco Tech") (21001 Van Born Road,
Taylor, Michigan 48180, a transportation and automotive after-market
manufacturing firm, and TriMas Corporation ("TriMas"), an industrial components
manufacturing firm.
Werner H. Jean has been a director of the Company since January 1995. Mr.
Jean has been a consultant in operations management since 1983. Mr. Jean
was a director of AFL from 1983 until January 1995.
Seymour Leslie has been a director of the Company since January 1995. Mr.
Leslie has been Chairman of Leslie Group, Inc., a diversified investment
company, since 1977 and Co-Chairman of Leslie/Linton Entertainment, Inc.,
1370 Avenue of the Americas, New York, New York 10019, a diversified
investment company, since 1989. Mr. Leslie is a director of Shorewood
Packaging Corporation, 277 Park Avenue, New York, New York 10172, a
packaging company. He was a director of HMG from 1993 until January 1995.
H. Sean Mathis has been a director of the Company since January 1995. Mr.
Mathis is Chairman of the Board of Allis Chalmers, Inc., 1126 South 17th
Street, Milwaukee, Wisconsin 53214, an industrial manufacturer, whose main
asset is a net operating loss tax carryforward.
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From July 1996 to September 1997, Mr. Mathis was Chairman of the Board of
Universal Gym Equipment Inc., 515 North Flagler Drive, West Palm Beach,
Florida 33401, a privately owned company. In July 1997, Universal filed for
protection under the Federal Bankruptcy Laws. In September 1997, Mr. Mathis
resigned as Chairman of the Board of Universal. From 1993 to 1995 Mr.
Mathis was president and a director of RCL Capital Corporation, 245 Park
Avenue, New York, New York 10167, which was merged into DISC Graphics in
November 1995.
John A. Morgan has been a director of the Company since November 1995. Mr.
Morgan has been a Managing Director of Morgan Lewis Githens and Ahn, Inc.,
767 Fifth Avenue, New York, New York 10153, an investment banking firm,
since 1982. Mr. Morgan is a director of Masco, MascoTech and TriMas.
Directors and Officers of Citicorp Venture Capital, Ltd., 399 Venture
Partners, Inc. and Analog Acquisition Corp. Except as set forth below,
all such persons have held the same principal enployment position for the
last five years:
William T. Comfort is principally employed as the Chairman and as a
Director of Citicorp Venture Capital, Ltd. and as the Chairman and as a
Director of 399 Venture Partners, Inc. Richard M. Cashin is principally
employed as President of Citicorp Venture Capital, Ltd. and as a Vice
President of 399 Venture Partners, Inc. Michael A. Delaney is
principally employed as a Vice President of Citicorp Venture Capital, Ltd.
and as a Vice President of 399 Venture Partners, Inc. David Y. Howe is
principally employed as a Vice President of Citicorp Venture Capital, Ltd.
and as a Vice President of 399 Venture Partners, Inc. Byron L. Knief is
principally employed as a Senior Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc. Richard
E. Mayberry is principally employed as a Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc. Thomas
F. McWilliams is principally employed as a Vice President of Citicorp
Venture Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc.
M. Saleem Muquaddam is principally employed as a Vice President of Citicorp
Venture Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc.
Joseph M. Silvestri is principally employed as a Vice President of
Citicorp Venture Capital, Ltd. and as a Vice President of 399 Venture
Partners, Inc. David F. Thomas is principally employed as a Vice President
of Citicorp Venture Capital, Ltd. and as President of 399 Venture Partners,
Inc. James A. Urry is principally employed as a Vice President of Citicorp
Venture Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc.
Lauren M. Connelly is principally employed as a Vice President and
Secretary of Citicorp Venture Capital, Ltd. and as a Vice President and
Secretary of 399 Venture Partners, Inc. Helene B. Shavin is principally
employed as a Vice President and Assistant Secretary of Citicorp Venture
Capital, Ltd.
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and as a Vice President and Assistant Secretary of 399 Venture Partners,
Inc. Thomas H. Sanders is principally employed as a Vice President of
Citicorp Venture Capital, Ltd. and as a Vice President of 399 Venture
Partners, Inc. Ann Goodbody is principally employed as Chairperson of
Credit Policy at Citibank, N.A. and as a director of both Citicorp Venture
Capital, Ltd. and 399 Venture Partners, Inc. Thomas E. Jones is principally
employed as an Executive Vice President of Citibank, N.A., located at 399
Park Avenue, New York, New York 10043. Mr. Jones is also a director of both
Citicorp Venture Capital, Ltd. and 399 Venture Partners, Inc. Frederick
Roesch is principally employed as a Senior Vice President of Citibank, N.A.
and as a director of both Citicorp Venture Capital, Ltd. and 399 Venture
Partners, Inc. Emily M. Hill, President, Secretary, Treasurer and a director
of AAC, is principally employed as Vice President--Budget and Development of
Allied Digital Technologies Corp.
Michael Bradley has been a Vice President at Citicorp Venture Capital, Ltd.
since July 1998. From June 1996 to June 1998, he was a consultant to CVC.
Mr. Bradley graduated Columbia Business School in 1996 and the University of
Virginia Law School in 1994.
Charles Corpening has been a Vice President at Citicorp Venture Capital,
Ltd. and 399 Venture Partners, Inc. since December 1993. From 1990 through
December 1993, he was a Vice President at Roundtree Capital.
Ian D. Highet has been a Vice President at Citicorp Venture Capital, Ltd. and
399 Venture Partners, Inc. since March 1998. Mr. Highet has also served as
Vice President and director of AAC since May, 1998. From August 1994 to February
1998, he was Vice President, Development of Primedia (K-III
Communications). Mr. Highet graduated Harvard Business School in June 1994.
Paul C. Schorr has been a Vice President at Citicorp Venture Capital, Ltd. and
399 Venture Partners, Inc. since June 1996. From September 1993 to June
1996, he was an Engagement Manager at McKinsey & Co.
John D. Weber has been a Vice President at Citicorp Venture Capital, Ltd. and
399 Venture Partners, Inc. since December 1994. From 1992 to December 1994,
Mr. Weber was a Vice President at Putnam Investments.
Item 2(e)........................... During the last five years, none of the Filing Persons (including (i) any
executive officers and directors of any Filing Persons; (ii) any person
controlling any Filing Persons and (iii) any director or officer of any
corporation ultimately in control of any Filing Persons) has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), except for John K. Mangini, Chief Operating Officer of
Allied Digital Technologies Corp., who plead guilty in 1995
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to an information alleging tax evasion in United States District Court,
District of New Jersey, paid a $7,500 fine and was placed on probation for
a period of five years.
Item 2(f)........................... During the last five years, none of the Filing Persons (including (i) any
executive officers and directors of any Filing Persons; (ii) any person
controlling any Filing Person and (iii) any director or officer of any
corporation ultimately in control of any Filing Persons) has been subject
to a judgment, decree or final order enjoining further violations of, or
prohibiting activities, subject to, federal or state securities laws or
finding any violation of such laws.
Item 2(g)........................... The Company, 399, and AAC are corporations organized under the laws of the
State of Delaware; Citicorp Venture Capital, Ltd. is a corporation
organized under the laws of the State of New York; and the other
individuals named in Item 2 are U.S. citizens.
Item 3(a)-(b)....................... SUMMARY--Reasons for the Merger;--Recommendation to
Stockholders;--Conflicts of Interest; SPECIAL FACTORS-- Background of the
Merger Transaction; and THE MERGER-- Ownership of Capital Stock
Item 4(a)........................... Pages 1-2; SUMMARY; SPECIAL FACTORS; THE MERGER; THE MERGER AGREEMENT
Item 4(b)........................... SUMMARY--Options/Warrants;--Conflicts of Interest; INFORMATION CONCERNING
THE ALLIED SPECIAL MEETING--Record Date; Voting Rights; SPECIAL FACTORS--
Conflicts of Interest;--Certain Effects of The Merger; THE
MERGER--Ownership of Capital Stock; 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
Item 6(d)........................... THE MERGER--Debt Financing
Item 7(a)-(c)....................... QUESTIONS AND ANSWERS ABOUT THE MERGER; SUMMARY--AAC;--Reasons for the
Merger;--Recommendation to Stockholders;--Opinion of Furman Selz; SPECIAL
FACTORS-- Background of the Merger Transaction;--Recommendation of the
Allied Board; Effects and Reasons for the Merger;--The Board's
Recommendation;--Purposes and Reasons of CVC, 399 and AAC for the
Merger;--Positions of CVC, 399 and AAC as to Fairness of the
Merger;--Purposes and Reasons of Mr. Olesen for the Merger;-- Position of
Mr. Olesen as to Fairness of the Merger;--Fairness Opinion; THE MERGER
AGREEMENT--The Merger
Item 7(d)........................... QUESTIONS AND ANSWERS ABOUT THE MERGER;
SUMMARY--Options/Warrants;--Conflicts of Interest;--Federal Income Tax
Consequences; INFORMATION CONCERNING THE ALLIED SPECIAL MEETING--Record
Date; Voting Rights;
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SPECIAL FACTORS--Recommendation of the Allied Board; Effects and Reasons
for the Merger;--Fairness Opinion;--Conflicts of Interest;--Certain Effects
of the Merger;--Material Federal Income Tax Consequences of the Merger; THE
MERGER AGREEMENT--The Merger;--The Surviving Corporation;--Directors and
Officers of Allied Following the Merger
Item 8(a-b)......................... QUESTIONS AND ANSWERS ABOUT THE MERGER; SUMMARY--Reasons for the
Merger;--Opinion of Furman Selz;-- 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;
SPECIAL FACTORS-- Recommendation of the Allied Board; Effects and Reasons
for the Merger
Item 8(d)........................... The majority of directors who are not employees of the Company have not
retained an unaffiliated representative to act solely on behalf of
unaffiliated security holders for the purposes of negotiating the terms of
the Rule 13E-3 transaction and/or preparing a report concerning the
fairness of the transaction.
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)........................... SPECIAL FACTORS--Background of the Merger Transaction
Item 9(a-c)......................... SUMMARY--Opinion of Furman Selz; SPECIAL FACTORS-- Background of the Merger
Transaction;--Fairness Opinion; ANNEX A
Item 10(a).......................... SUMMARY; SPECIAL FACTORS--Conflicts of Interest; THE MERGER--Ownership of
Capital Stock; INFORMATION CONCERNING THE ALLIED SPECIAL MEETING;
Item 10(b).......................... There has been no transaction in the class of equity securities of the
Company which is the subject of the Rule 13e-3 transaction that was
effected during the past 60 days by the Company, CVC, 399, AAC or Donald L.
Olesen.
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--Record Date;
Voting Rights; SPECIAL FACTORS--Background of the Merger
Transaction;--Recommendation of the Allied Board; Effects and Reasons for
the Merger;--Purposes and Reasons of Mr. Olesen for the Merger; THE
MERGER-- Ownership of Capital Stock; THE MERGER AGREEMENT-- Stockholder
Voting Agreements;--Rollover Agreements; ANNEX B; ANNEX E; ANNEX F
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Item 13(a).......................... SUMMARY; INFORMATION CONCERNING THE ALLIED SPECIAL MEETING;--Record Date;
Voting Rights; THE MERGER-- Appraisal Rights; ANNEX C
Item 13(b).......................... No provision has been made by the Company, CVC, 399, AAC or Donald L.
Olesen in connection with the Rule 13e-3 transaction to allow unaffiliated
security holders to obtain access to the corporate files of the Company,
CVC, 399, AAC or Donald L. Olesen or to obtain counsel or appraisal
services at the expense of the Company, CVC, 399, AAC or Donald L. Olesen,
except as provided by the Delaware General Corporation Law.
Item 13(c).......................... The Rule 13e-3 transaction does not involve the exchange of debt securities
of the Company, CVC, 399, AAC or Donald L. Olesen for equity securities
held by security holders of the Company who are not affiliates.
Item 14(a).......................... SUMMARY PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA; SELECTED PRO FORMA
UNAUDITED CONDENSED FINANCIAL DATA; TABLE OF CONTENTS TO CONSOLIDATED
FINANCIAL STATEMENTS
Item 14(b).......................... SUMMARY PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA; SELECTED 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............................. No additional information is necessary to make the required statements in
the light of the circumstances under which they are made, not materially
misleading.
Item 17(a).......................... No materials are required to be filed as exhibits pursuant to 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).......................... No materials are required to be filed as exhibits pursuant to 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 and are Certain Option Holders Being Treated Differently
From Other Option Holders?', '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', 'SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA' and 'TABLE OF
CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS--Consolidated Statements of
Stockholders' Equity for the Years Ended July 31, 1997, 1996 and 1995' 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) CVC, 399, AAC and Donald L. Olesen have not made any purchases of the
Company's securities since the commencement of the Company's second full fiscal
year preceding the date of this schedule.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13E-3 is being filed by Allied, CVC, 399, AAC and Donald
L. Olesen (the 'Filing Persons').
(b) The business address of the Company is 140 Fell Court, Hauppauge, New
York 11788; the business address of each of CVC and 399 is 399 Park Avenue, 14th
floor, New York, New York 10022; the business address of AAC is c/o 399 Venture
Partners, Inc., 399 Park Avenue, 14th floor, New York, New York 10022; the
business address of Donald L. Olesen is c/o Allied Digital Technologies Corp.,
140 Fell Court, Hauppauge, New York 11788.
(c)-(d) The principal occupation of Donald L. Olesen is President--National
Sales and Marketing Division of Allied Digital Technologies Corp. He has been
President--National Sales and Marketing Division and a director of the Company
since January 1995. Mr. Olesen also has been the President of HMG Digital
Technologies Corp., a wholly-owned subsidiary of the Company whose address is
140 Fell Court, Hauppauge, New York 11788 ('HMG') since 1993 and President of
Allied Digital, Inc. (formerly known as Hauppauge Records Manufacturing Ltd.), a
wholly-owned subsidiary of the Company whose address is 140 Fell Court,
Hauppauge, New York 11788 ('ADI') since July 1991. He also was a director of HMG
and ADI until January 1995. Mr. Olesen has been ADI's primary sales executive
since 1981.
Other Directors and Officers of Allied Digital Technologies Corp:
William H. Smith has been Co-Chairman of the Board and a director of the
Company since January 1995, President of the Company since November 1995 and a
director of HMG and ADI since January 1995. Mr. Smith also was Co-Chief
Executive Officer of the Company from November 1995 until March 1996. Mr. Smith
was President and a director of Allied Film Laboratory, Inc., a Michigan
corporation whose address was 7375 Woodward Avenue, Detroit, Michigan 48202 from
1960 until 1993, and its Chairman of the Board from 1990 until November 1996.
George N. Fishman has been Co-Chairman of the Board and a director of the
Company since January 1995 and Chief Executive Officer since March 1996. Mr.
Fishman also has been the Chairman of the Board, Chief Executive Officer and a
director of HMG since 1993, the Chairman of the Board and a director of ADI
since 1981 and the Chief Executive Officer of Allied since 1991.
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John K. Mangini has been Chief Operating Officer of the Company since
January 15, 1996. Prior to his joining the Company, he spent five years with
PolyGram Group Distribution, Inc., 825 Eighth Avenue, New York, New York 10019,
as Senior Vice President of Operations.
Charles P. Kavanagh has been Executive Vice President of the Company since
June 1997 and Secretary of the Company since January 1995. Mr. Kavanagh also has
been the Chief Financial Officer of HMG since 1993 and the Vice
President--Finance and Administration of ADI since 1990. Mr. Kavanagh also was a
director of Allied until January 1995.
Charles A. Mantione has been Vice President--Finance of the Company since
June 1997. Mr. Mantione had been a financial consultant to the Company from June
1996 to June 1997. From November 1989 until May 1997, Mr. Mantione was self
employed rendering accounting and management consulting services.
Eugene A. Gargaro, Jr. has been a director of the Company since January
1995. Mr. Gargaro has been Vice President and Secretary of Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, a manufacturer of products for the
home ('Masco'), since 1993. Mr. Gargaro is a director and Secretary of
MascoTech, Inc. (21001 Van Born Road, Taylor, Michigan 48180, a transportation
and automotive after-market manufacturing firm ('MascoTech'), and TriMas
Corporation, an industrial components manufacturing firm ('TriMas').
Werner H. Jean has been a director of the Company since January 1995. Mr.
Jean has been a consultant in operations management since 1983. Mr. Jean was a
director of AFL from 1983 until January 1995.
Seymour Leslie has been a director of the Company since January 1995. Mr.
Leslie has been Chairman of Leslie Group, Inc., a diversified investment
company, since 1977 and Co-Chairman of Leslie/Linton Entertainment, Inc., 1370
Avenue of the Americas, New York, New York 10019, a diversified investment
company, since 1989. Mr. Leslie is a director of Shorewood Packaging
Corporation, 277 Park Avenue, New York, New York 10172, a packaging company. He
was a director of HMG from 1993 until January 1995.
H. Sean Mathis has been a director of the Company since January 1995. Mr.
Mathis is Chairman of the Board of Allis Chalmers, Inc., 1126 South 17th Street,
Milwaukee, Wisconsin 53214, an industrial manufacturer, whose main asset is a
net operating loss tax carryforward. From July 1996 to September 1997, Mr.
Mathis was Chairman of the Board of Universal Gym Equipment Inc., 515 North
Flagler Drive, West Palm Beach, Florida 33401, a privately owned company. In
July 1997, Universal filed for protection under the Federal Bankruptcy Laws. In
September 1997, Mr. Mathis resigned as Chairman of the Board of Universal. From
1993 to 1995 Mr. Mathis was president and a director of RCL Capital Corporation,
245 Park Avenue, New York, New York 10167, which was merged into DISC Graphics
in November 1995.
John A. Morgan has been a director of the Company since November 1995. Mr.
Morgan has been a Managing Director of Morgan Lewis Githens and Ahn, Inc., 767
Fifth Avenue, New York, New York 10153, an investment banking firm, since 1982.
Mr. Morgan is a director of Masco, MascoTech and TriMas.
Directors and Officers of Citicorp Venture Capital, Ltd., 399 Venture
Partners, Inc. and Analog Acquisition Corp. Except as set forth below, all such
persons have held the same principal employment positions for the last five
years:
William T. Comfort is principally employed as Chairman and as a Director of
Citicorp Venture Capital, Ltd. and as the Chairman and as a Director of 399
Venture Partners, Inc. Richard M. Cashin is principally employed as President of
Citicorp Venture Capital, Ltd. and as a Vice President of 399 Venture Partners,
Inc. Michael A. Delaney is principally employed as a Vice President of Citicorp
Venture Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc.
David Y. Howe is principally employed as a Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc. Byron L.
Knief is principally employed as a Senior Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc. Richard E.
Mayberry is principally employed as a Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc. Thomas F.
McWilliams is principally employed as a Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc. M. Saleem
Muquaddam is principally employed as a Vice President of Citicorp Venture
Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc.
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Joseph M. Silvestri is principally employed as a Vice President of Citicorp
Venture Capital, Ltd. and as a Vice President of 399 Venture Partners, Inc.
David F. Thomas is principally employed as a Vice President of Citicorp Venture
Capital, Ltd. and as President of 399 Venture Partners, Inc. James A. Urry is
principally employed as a Vice President of Citicorp Venture Capital, Ltd. and
as a Vice President of 399 Venture Partners, Inc. Lauren M. Connelly is
principally employed as a Vice President and Secretary of Citicorp Venture
Capital, Ltd. and as a Vice President and Secretary of 399 Venture Partners,
Inc. Helene B. Shavin is principally employed as a Vice President and Assistant
Secretary of Citicorp Venture Capital, Ltd. and as a Vice President and
Assistant Secretary of 399 Venture Partners, Inc. Thomas H. Sanders is
principally employed as a Vice President of Citicorp Venture Capital, Ltd. and
as a Vice President of 399 Venture Partners, Inc. Ann Goodbody is principally
employed as Chairperson of Credit Policy at Citibank, N.A. and as a director of
both Citicorp Venture Capital, Ltd. and 399 Venture Partners, Inc. Thomas E.
Jones is principally employed as an Executive Vice President of Citibank, N.A.,
located at 399 Park Avenue, New York, New York 10043. Mr. Jones is also a
director of both Citicorp Venture Capital, Ltd. and 399 Venture Partners, Inc.
Frederick Roesch is principally employed as a Senior Vice President of Citibank,
N.A. and as a director of both Citicorp Venture Capital, Ltd. and 399 Venture
Partners, Inc. Emily M. Hill, President, Secretary, Treasurer
and a director of AAC, is principally employed as a Vice President--Budget and
Development of Allied Digital Technologies Corp.
Except as set forth below, all executive officers and directors of AAC, 399
and CVC have been employed by AAC, 399 and CVC during the last five years:
Michael Bradley has been a Vice President at Citicorp Venture Capital, Ltd.
since July 1998. From June 1996 to June 1998, he was a consultant to CVC. Mr.
Bradley graduated Columbia Business School in 1996 and the University of
Virginia Law School in 1994.
Charles Corpening has been a Vice President at Citicorp Venture Capital,
Ltd. and 399 Venture Partners, Inc. since December 1993. From 1990 through
December 1993, he was a Vice President at Roundtree Capital.
Ian D. Highet has been a Vice President at Citicorp Venture Capital, Ltd.
and 399 Venture Partners, Inc. since March 1998. Mr. Highet has also served as
Vice President and director of AAC since May 1998. From August 1994 to February
1998, he was Vice President, Development of Primedia (K-III Communications). Mr.
Highet graduated Harvard Business School in June 1994.
Paul C. Schorr has been a Vice President at Citicorp Venture Capital, Ltd.
and 399 Venture Partners, Inc. since June 1996. From September 1993 to June
1996, he was an Engagement Manager at McKinsey & Co.
John D. Weber has been a Vice President at Citicorp Venture Capital, Ltd.
and 399 Venture Partners, Inc. since December 1994. From 1992 to December 1994,
Mr. Weber was a Vice President at Putnam Investments.
(e) During the last five years, none of the Filing Persons (including (i)
any executive officers and directors of any Filing Persons; (ii) any person
controlling any Filing Persons and (iii) any director or officer of any
corporation ultimately in control of any Filing Persons) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
except for John K. Mangini, Chief Operating Officer of Allied Digital
Technologies Corp., who plead guilty in 1995 to an information alleging tax
evasion in United States District Court, District of New Jersey, paid a $7,500
fine and was placed on probation for a period of five years.
(f) During the last five years, none of the Filing Persons (including (i)
any executive officers and directors of any Filing Person; (ii) any person
controlling any Filing Person and (iii) any director or officer of any
corporation ultimately in control of any Filing Persons) has been subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities, subject to, federal or state securities laws or finding any
violation of such laws.
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(g) Allied is a corporation organized under the laws of the State of
Delaware; CVC is a corporation organized under the laws of the State of New
York; 399 is a corporation organized under the laws of the State of Delaware;
AAC is a corporation organized under the laws of the State of Delaware; and
Donald L. Olesen and the other individuals listed in Item 2 are U.S. citizens.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth under 'SUMMARY--Reasons for the
Merger;--Recommendation to Stockholders;--Conflicts of Interest; SPECIAL
FACTORS--Background of the Merger Transaction; and THE MERGER--Ownership of
Capital Stock' is incorporated by herein by reference.
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;--Conflicts
of Interest', 'INFORMATION CONCERNING THE ALLIED SPECIAL MEETING--Record Date;
Voting Rights', 'SPECIAL FACTORS--Conflicts of Interest;--Certain Effects of The
Merger', 'THE MERGER--Ownership of Capital Stock'; '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.
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', '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) The information set forth under 'THE MERGER--Debt Financing' is
incorporated herein by reference.
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;--Recommendation To
Stockholders;--Opinion of Furman Selz' and 'SPECIAL FACTORS--Background of the
Merger Transaction;--Recommendation of the Allied Board; Effects and Reasons for
the Merger;--The Board's Recommendation;--Purposes and Reasons of CVC, 399 and
AAC for the Merger;--Positions of CVC, 399 and AAG as to Fairness of the
Merger;--Purposes and Reasons of Mr. Olesen for the Merger;--Position of Mr.
Olesen as to Fairness of the Merger;--Fairness Opinion; THE MERGER
AGREEMENT--The Merger' is incorporated herein by reference.
(d) The information set forth under 'QUESTIONS AND ANSWERS ABOUT THE
MERGER', 'SUMMARY--Options/Warrants;--Conflicts of Interest;--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;--Fairness Opinion;--Conflicts of Interest;--Certain
Effects of the Merger;--Material Federal Income Tax Consequences of the Merger'
and 'THE MERGER AGREEMENT--The Merger;--The Surviving Corporation;--Directors
and Officers of Allied Following the Merger' is incorporated herein by
reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth under 'SUMMARY--Reasons for the
Merger;--Opinion of Furman Selz;--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,' 'SUMMARY--Conditions to the Merger' and 'SPECIAL
FACTORS--Recommendation of the Allied Board; Effects and Reasons for 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;--The Board's Recommendation'
and 'INFORMATION CONCERNING THE ALLIED SPECIAL MEETING--Record Date; Voting
Rights' is incorporated herein by reference.
(f) The information forth under 'SPECIAL FACTORS--Background of the Merger
Transaction' is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under 'SUMMARY--Opinion of Furman Selz',
'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--Conflicts
of Interest; THE MERGER--Ownership of Capital Stock' and 'INFORMATION CONCERNING
THE ALLIED SPECIAL MEETING' 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 C', '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--Record Date; Voting Rights', 'SPECIAL
FACTORS--Background of the Merger Transaction'; '--Recommendation of the Allied
Board; Effects and Reasons for the Merger'; '--Purposes and Reasons of Mr.
Olesen for the Merger'; 'THE MERGER--Ownership of Capital Stock', 'THE MERGER
AGREEMENT--Stockholder Voting Agreements;--Rollover Agreements', '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', 'THE MERGER--Appraisal Rights' and 'ANNEX
C' is incorporated herein by reference.
(b) No provision has been made by the Company, CVC, 399, AAC or Donald L.
Olesen in connection with the Rule 13e-3 transaction to allow unaffiliated
security holders to obtain access to the corporate files of the
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Company, CVC, 399, AAC or Donald L. Olesen or to obtain counsel or appraisal
services at the expense of the Company, CVC, 399, AAC or Donald L. Olesen,
except as provided by the Delaware General Corporation Law.
(c) The Rule 13e-3 transaction does not involve the exchange of debt
securities of the Company, CVC, 339, AAC or Donald L. Olesen for equity
securities held by security holders of the Company who are not affiliates.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under 'SUMMARY PRO FORMA UNAUDITED CONDENSED
FINANCIAL DATA', 'SELECTED 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', 'SELECTED PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA', and
'TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS' is incorporated herein
by reference.
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' 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. No
additional information is necessary to make the required statements in the light
of the circumstances under which they are made, not materially misleading.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) No materials are required to be filed as exhibits pursuant to Item
17(a).
(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 Certificate of
Incorporation of the Surviving Corporation (incorporated by reference to ANNEXES
D-1 and D-2 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) No materials are required to be filed as exhibits pursuant to Item
17(f).
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED PARTIES CERTIFIES THAT THE INFORMATION SET FORTH IN THIS SCHEDULE
13E-3 IS TRUE, COMPLETE AND CORRECT.
Dated: August 19, 1998.
ALLIED DIGITAL TECHNOLOGIES CORP.
By: _______/s/ CHARLES MANTIONE_______
Charles Mantione
Principal Financial Officer
CITICORP VENTURE CAPITAL, LTD.
By: ______/s/ MICHAEL A. DELANEY______
Michael A. Delaney
Vice President
399 VENTURE PARTNERS, INC.
By: ______/s/ MICHAEL A. DELANEY______
Michael A. Delaney
Vice President
ANALOG ACQUISITION CORP.
By: _________/s/ EMILY M. HILL________
Emily M. Hill
President, Secretary and Treasurer
______/s/ DONALD L. OLESEN_____
Donald L. Olesen
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