SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13E-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
| Methode Electronics, Inc. (Name of the Issuer) |
Methode Electronics, Inc. (Name of Person Filing Statement) |
Class B Common Stock, par value $.50 per share, and related Preferred Share Purchase Rights (Title of Class of Securities) |
591520 10 1 (CUSIP Number of Class of Securities) |
Donald W. Duda President Methode Electronics, Inc. 7401 West Wilson Avenue Chicago, Illinois 60706-4548 (708) 867-6777 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement) |
With a copy to: James W. Ashley, Jr. Lord, Bissell & Brook 115 South LaSalle Street Chicago, Illinois 60603 (312) 443-0700 |
This statement is filed in connection with (check the appropriate box):
| a. | ý | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3 (c) (§§240.13e-3(c) under the Securities Exchange Act of 1934 ("the Act"). | ||
| b. | o | The filing of a registration statement under the Securities Act of 1933. | ||
| c. | o | A tender offer. | ||
| d. | o | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
| Transaction valuation* |
Amount of filing fee |
|
|---|---|---|
| $21,746,340 | $1,760 | |
| * | Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 1,087,317 shares of Class B Common Stock at the tender offer of $20.00 per share. The amount of the filing fee is calculated in accordance with Rule 0-11 of the Act. | |||||||
ý |
Check the box if any part of the fee is offset as provided by §240.0-11(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: |
$1,760 |
Filing Party: |
Methode Electronics, Inc. |
|||||
| Form or Registration No.: | SCH 13E-3 |
Date Filed: | March 18, 2003 |
|||||
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule") is being filed by Methode Electronics, Inc., a Delaware corporation (the "Company"), and relates to the making of a tender offer by the Company to purchase all of the outstanding shares of our Class B common stock at a price of $20.00 per share in cash on the terms and conditions provided for in an Agreement dated August 19, 2002, as amended December 26, 2002 (the "Agreement") by and among the Company; Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust (collectively, the "Trusts"); and Jane R. McGinley; Margaret J. McGinley; James W. McGinley and Robert R. McGinley (collectively, the "McGinley family members"). The making of such tender offer is referred to herein as the "Offer."
A preliminary proxy statement (the "Proxy Statement") under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to a special meeting of eligible holders of our Class A common stock to consider and vote upon a proposal to approve the offer is being filed with the Securities and Exchange Commission concurrently herewith. If the Offer is approved at the special meeting and the Company commences the Offer, the Company will file with the SEC a tender offer statement on Schedule TO under Regulation 14D of the Exchange Act.
The following cross reference sheet indicates the location in the Proxy Statement of items required by Schedule 13E-3 and incorporated herein by reference.
Item 1. Summary Term Sheet
The information set forth under "Summary Term Sheet" in the Proxy Statement is incorporated herein by reference.
Item 2. Subject Company Information
Item 3. Identity and Background of Filing Person
2
Item 4. Terms of the Transaction
Item 5. Past Contracts, Transactions, Negotiations and Agreements
3
Item 6. Purposes of the Transaction and Plans or Proposals
Item 7. Purposes, Alternatives, Reasons and Effects
Item 8. Fairness of the Transaction
4
Item 9. Reports, Opinions, Appraisals and Negotiations
Item 10. Source and Amounts of Funds or Other Consideration
Item 11. Interest in Securities of the Subject Company
5
Item 12. The Solicitation or Recommendation
Item 13. Financial Statements
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Item 15. Additional Information
Item 16. Exhibits
| 16(a)(1) | Tender Offer Materials. Not Applicable. | |
16(a)(2) |
Solicitation or Recommendation. Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 4, 2003 (incorporated herein by reference to the Proxy Statement.) |
|
16(a)(3) |
Going Private Disclosure Document. Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 4, 2003 (incorporated herein by reference to the Proxy Statement.) |
|
16(a)(4) |
Prospectus. Not Applicable |
|
16(a)(5) |
Other Disclosure Materials. Not Applicable |
|
16(b) |
Loan Agreement. Not Applicable |
|
16(c)(1) |
Reports, Opinions and Appraisals. Opinions of TM Capital (incorporated herein by reference to Annexes B and C to the Proxy Statement). |
|
16(c)(2)(i) |
Materials prepared by TM Capital and presented to the Special Committee on March 14, 2002 (incorporated herein by reference to Exhibit (c)(2)(i) to Amendment No. 1 to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 1, 2003). |
|
6
16(c)(2)(ii) |
Materials prepared by TM Capital and presented to the Special Committee on August 19, 2002 (incorporated herein by reference to Exhibit 16(c)(2)(ii) to Amendment No. 2 to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 16, 2003). |
|
16(c)(2)(iii) |
Discussion Materials prepared by Robert W. Baird & Co. and presented to Methode's management on January 24, 2002. |
|
16(d)(1) |
Certain Agreements. Agreement dated August 19, 2002 by and among Methode and Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust, Jane R. McGinley, Margaret J. McGinley, James W. McGinley and Robert J. McGinley and amendment dated December 26, 2002 (incorporated herein by reference to Annex A to the Proxy Statement). |
|
16(d)(2) |
Memorandum of Understanding In re Methode Electronics, Inc. Shareholders Litigation, Civil Action No. 19899 (incorporated herein by reference to Schedule 13E-3 filed with the Securities and Exchange Commission on March 18, 2003). |
|
16(f) |
Appraisal Rights. Not Applicable |
|
16(g) |
Materials Used to Solicit. Not Applicable |
|
99(a) |
Charter. Restated Certificate of Incorporation of Methode Electronics, Inc., as amended (incorporated herein by reference to Exhibit 99(a) to Amendment No. 2 to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 16, 2003). |
|
99(b) |
Bylaws. Bylaws of Methode Electronics, Inc. (incorporated herein by reference to Exhibit 99(b) to Amendment No. 2 to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 16, 2003). |
|
99(c) |
Certificate of Elimination. Certificate of Elimination of 4% Convertible Preferred Stock, Series A of Methode Electronics, Inc. (incorporated herein by reference to Exhibit 99(c) to Amendment No. 2 to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 16, 2003). |
|
99(d) |
Certificate of Designation. Certificate of Designation of Series A Junior Participating Preferred Stock of Methode Electronics, Inc. (incorporated herein by reference to Exhibit 99(d) to Amendment No. 2 to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 16, 2003). |
7
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
January 31, 2003
| |
As Reported |
Pro Forma Adjustments |
Pro Forma |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
(in thousands, except per share data) |
|||||||||||
| ASSETS | ||||||||||||
CURRENT ASSETS |
||||||||||||
| Cash and cash equivalents | $ | 61,139 | $ | (16,566 | )(a) | $ | 44,573 | |||||
| Accounts receivable—net | 53,796 | 53,796 | ||||||||||
| Inventories: | ||||||||||||
| Finished products | 8,551 | 8,551 | ||||||||||
| Work in process | 20,021 | 20,021 | ||||||||||
| Materials | 7,532 | 7,532 | ||||||||||
| 36,104 | 36,104 | |||||||||||
| Current deferred income taxes | 7,530 | 7,530 | ||||||||||
| Prepaid expenses | 3,591 | 3,591 | ||||||||||
| TOTAL CURRENT ASSETS | 162,160 | (16,566 | ) | 145,594 | ||||||||
PROPERTY, PLANT AND EQUIPMENT |
225,113 |
225,113 |
||||||||||
| Less allowance for depreciation | 147,102 | 147,102 | ||||||||||
| 78,011 | 78,011 | |||||||||||
GOODWILL—net |
19,474 |
19,474 |
||||||||||
| INTANGIBLE ASSETS—net | 25,035 | 25,035 | ||||||||||
| OTHER ASSETS | 23,966 | (6,584 | )(b) | 17,382 | ||||||||
| $ | 308,646 | $ | (23,150 | ) | $ | 285,496 | ||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||||||
CURRENT LIABILITIES |
||||||||||||
| Accounts and notes payable | $ | 21,095 | $ | 21,095 | ||||||||
| Other current liabilities | 26,422 | 26,422 | ||||||||||
| TOTAL CURRENT LIABILITIES | 47,517 | 47,517 | ||||||||||
OTHER LIABILITIES |
7,213 |
7,213 |
||||||||||
| DEFERRED COMPENSATION | 4,612 | 4,612 | ||||||||||
| SHAREHOLDERS' EQUITY | ||||||||||||
| Common Stock | 18,307 | 18,307 | ||||||||||
| Paid in capital | 36,480 | 36,480 | ||||||||||
| Retained earnings | 197,000 | $ | (1,404 | )(c) | 195,596 | |||||||
| Other shareholders' equity | (2,483 | ) | (21,746 | )(d) | (24,229 | ) | ||||||
| 249,304 | (23,150 | ) | 226,154 | |||||||||
| $ | 308,646 | $ | (23,150 | ) | $ | 285,496 | ||||||
| Book value per share | $ | 6.89 | $ | 6.44 | ||||||||
A-2
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
| |
Year Ended April 30, 2002 |
Nine Months Ended January 31, 2003 |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
As Reported |
Pro Forma Adjustments |
Pro Forma |
As Reported |
Pro Forma Adjustments |
Pro Forma |
|||||||||||||||
| INCOME: | |||||||||||||||||||||
| Net sales | $ | 319,660 | $ | 319,660 | $ | 268,925 | $ | 268,925 | |||||||||||||
| Other | 1,937 | 1,937 | 790 | 790 | |||||||||||||||||
| Total | 321,597 | 321,597 | 269,715 | 269,715 | |||||||||||||||||
COSTS AND EXPENSES: |
|||||||||||||||||||||
| Cost of products sold | 267,574 | 267,574 | 213,214 | 213,214 | |||||||||||||||||
| Selling and administrative expenses | 53,769 | 53,769 | 32,632 | 32,632 | |||||||||||||||||
Total |
321,343 |
321,343 |
245,846 |
245,846 |
|||||||||||||||||
Income from operations |
254 |
254 |
23,869 |
23,869 |
|||||||||||||||||
Interest—net |
1,225 |
(330 |
)(e) |
895 |
864 |
(257 |
)(e) |
607 |
|||||||||||||
| Other—net | 1,126 | 1,126 | (2,216 | ) | (2,216 | ) | |||||||||||||||
| Income before income taxes | 2,605 | (330 | ) | 2,275 | 22,517 | (257 | ) | 22,260 | |||||||||||||
| Income taxes (credit) | (1,200 | ) | (131 | )(f) | (1,331 | ) | 7,300 | (101 | )(f) | 7,199 | |||||||||||
| $ | 3,805 | $ | (199 | ) | $ | 3,606 | $ | 15,217 | $ | (156 | ) | $ | 15,061 | ||||||||
Basic and diluted net income per common share: |
$ |
0.11 |
$ |
0.10 |
$ |
0.42 |
$ |
0.43 |
|||||||||||||
Weighted average number of common shares outstanding: |
|||||||||||||||||||||
| Basic | 35,897 | (1,087 | ) | 34,810 | 36,162 | (1,087 | ) | 35,075 | |||||||||||||
| Diluted | 36,100 | (1,087 | ) | 35,013 | 36,407 | (1,087 | ) | 35,320 | |||||||||||||
A-3
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
The pro forma adjustments to the unaudited pro forma condensed financial statements include adjustments for the purchase of all of the outstanding shares of Class B common stock, payment of a special dividend on Class A common stock and the repayment of principal and interest on the note receivable from Horizon Farms, Inc.
| |
(in thousands) |
|||
|---|---|---|---|---|
| Purchase of 1,087,305 shares of Class B at $20 per share | $ | 21,746 | ||
| Payment of $0.04 special dividend on 35,104,421 Class A shares | 1,404 | |||
| Collection of principal and interest of Horizon Farm, Inc. note | (6,584 | ) | ||
| $ | 16,566 | |||
A-4
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| METHODE ELECTRONICS, INC. | ||||
June 4, 2003 |
By: |
/s/ DONALD W. DUDA Donald W. Duda President |
||