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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
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.
CITICORP VENTURE CAPITAL, LTD.
399 VENTURE PARTNERS, INC.
ANALOG ACQUISITION CORP.
DONALD L. OLESEN
(NAME OF PERSON FILING STATEMENT)
<TABLE>
<S> <C>
COMMON STOCK, PAR VALUE $0.01 PER SHARE 38-3191597
(TITLE OF CLASS OF SECURITIES) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
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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)
------------------------
with copies to:
<TABLE>
<S> <C>
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
</TABLE>
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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
<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
<S> <C>
$ *63,777,061 $12,755.42
</TABLE>
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.
- ------------------
* 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.
2
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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
<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
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; THE MERGER--SELECTED HISTORICAL
CONSOLIDATED FINANCIAL DATA;--NOTES TO SELECTED 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)........................... **
Item 2(a)........................... This Schedule 13E-3 is being filed by Allied, CVC, 399, AAC and Donald L.
Olesen
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 Olesen, c/o Allied
Digital Technologies Corp., 140 Fell Court, Hauppauge, NY 11788
Item 2(c)........................... **
Item 2(d)........................... **
Item 2(e)-(f)....................... **
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; Donald L. Olesen is a
U.S. citizen
Item 3(a)(1)-(2).................... **
Item 3(b)........................... **
Item 4(a)........................... Pages 1-2; SUMMARY; SPECIAL FACTORS; THE MERGER; THE MERGER AGREEMENT
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT
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<S> <C>
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)........................... **
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; 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)........................... **
</TABLE>
4
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT
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<S> <C>
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; 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).......................... **
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
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).......................... **
Item 14(a).......................... SUMMARY PRO FORMA UNAUDITED CONDENSED FINANCIAL DATA; THE MERGER--Selected
Pro Forma Financial Information; 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 Financial Information; 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).......................... **
</TABLE>
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** The item is inapplicable or the answer thereto is in the negative.
5
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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'; 'THE MERGER SELECTED HISTORICAL CONSOLIDATED FINANCIAL
DATA';--'NOTES TO SELECTED 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) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13E-3 is being filed by Allied, CVC, 399, AAC and Donald
L. Olesen.
(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) Not applicable.
(d) Not applicable.
(e)-(f) Not applicable.
(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 is a U.S. citizen.
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;--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;--
6
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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) 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;--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.
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) Not applicable.
7
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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) 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 Financial Information', '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 Financial Information', 'PRO
FORMA UNAUDITED CONDENSED FINANCIAL DATA', and 'TABLE OF CONTENTS TO
CONSOLIDATED FINANCIAL STATEMENTS' is incorporated herein by reference.
8
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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' 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 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) Not applicable.
9
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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 6, 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
Managing Director
399 VENTURE PARTNERS, INC.
By: /s/ MICHAEL A. DELANEY
--------------------------------
Michael A. Delaney
Managing Director
ANALOG ACQUISITION CORP.
By: /s/ JOHN K. MANGINI
--------------------------------
John K. Mangini
President
By: /s/ DONALD L. OLESEN
--------------------------------
Donald L. Olesen
10
