-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxKaXsphUfYqS5VLqMTs0GyREHZ8m7hJOG3FwG8obOQP9tD6xLoj/KPiBvucBSb4 OomoHkwbf0kW7Q10Uj6gzg== 0000950135-99-004330.txt : 19990909 0000950135-99-004330.hdr.sgml : 19990909 ACCESSION NUMBER: 0000950135-99-004330 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSTRON CORP CENTRAL INDEX KEY: 0000050716 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042057203 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-12567 FILM NUMBER: 99708017 BUSINESS ADDRESS: STREET 1: 100 ROYALL ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818282500 MAIL ADDRESS: STREET 1: 100 ROYALL STREET CITY: CANTON STATE: MA ZIP: 02021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSTRON CORP CENTRAL INDEX KEY: 0000050716 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042057203 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 100 ROYALL ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818282500 MAIL ADDRESS: STREET 1: 100 ROYALL STREET CITY: CANTON STATE: MA ZIP: 02021 SC 13E3/A 1 INSTRON CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 6 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) INSTRON CORPORATION (Name of the Issuer) ISN ACQUISITION CORPORATION KIRTLAND CAPITAL PARTNERS III L.P. KIRTLAND PARTNERS LTD. KIRTLAND CAPITAL COMPANY III LLC GEORGE S. BURR JONATHAN L. BURR HELEN L. BURR THE JONATHAN L. BURR TRUST -- 1965 THE HAROLD HINDMAN TRUST -- 1969 YAHYA GHARAGOZLOU HAROLD HINDMAN ARTHUR D. HINDMAN JAMES M. MCCONNELL WILLIAM J. MILLIKEN JOSEPH E. AMARAL LINTON A. MOULDING KENNETH L. ANDERSEN JANE ELIZABETH MOULDING JOHN R. BARRETT NORMAN L. SMITH
INSTRON CORPORATION (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 0004577761 (CUSIP Number of Class of Securities) Kirtland Capital Partners III L.P. Instron Corporation James M. McConnell c/o Raymond A. Lancaster c/o James M. McConnell Joseph E. Amaral 2550 SOM Center Road 100 Royall Street Kenneth L. Andersen Suite 105 Canton, MA 02021 John R. Barrett Willoughby Hills, OH 44904 (781) 828-2500 Jonathan L. Burr (440) 585-9010 The Jonathan L. Burr Trust -- 1965 Kirtland Partners Ltd. Yahya Gharagozlou Kirtland Capital Company III LLC Arthur D. Hindman ISN Acquisition Corporation George S. Burr William J. Milliken c/o Kirtland Capital Partners III L.P. Helen L. Burr Linton A. Moulding c/o Raymond A. Lancaster The Harold Hindman Jane Elizabeth Moulding 2550 SOM Center Road Trust -- 1969 Norman L. Smith Suite 105 Harold Hindman c/o Instron Corporation Willoughby Hills, OH 44904 c/o Instron Corporation 100 Royall Street (440) 585-9010 100 Royall Street Canton, MA 02021 Canton, MA 02021 (781) 828-2500 (781) 828-2500
WITH COPIES TO: Stuart M. Cable, P.C. Charles W. Hardin, Jr. John R. Utzschneider Thomas J. Dougherty Joseph L. Johnson III, P.C. Jones, Day, Reavis & Pogue Bingham Dana LLP Skadden, Arps, Slate, James A. Matarese 901 Lakeside Avenue 150 Federal Street Meagher & Flom LLP Goodwin, Procter & Hoar LLP Cleveland, OH 44114 Boston, MA 02110 One Beacon Street Exchange Place (216) 586-3939 (617) 951-8000 Boston, MA 02108 Boston, MA 02109 (617) 573-4800 (617) 570-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 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 the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [X] CALCULATION OF FILING FEE
- ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- TRANSACTION VALUE* AMOUNT OF FILING FEE - ----------------------------------------------------------------------------------------------- $151,662,752 $30,333 - ----------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. Calculated in accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934, as amended. Assumes the purchase of 6,653,238 shares of Common Stock, par value $1.00 per share, of Instron Corporation at $22.00 per share and the purchase of underlying options to purchase Common Stock for an aggregate of $5,291,516. [X] Check box if any of the fee is offset as provided 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: $30,333 Form or registration no.: Preliminary Proxy Statement on Schedule 14A (filed concurrently with this Schedule 13E-3) Filing party: Instron Corporation Date filed: May 26, 1999 2 This Rule 13e-3 Transaction Statement (this "Statement") is being filed with the Securities and Exchange Commission (the "Commission") in connection with the merger (the "Merger") of ISN Acquisition Corporation ("MergerCo") with and into Instron Corporation ("Instron"), with Instron continuing as the surviving corporation (the "Surviving Corporation"), pursuant to an Agreement and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement") by and among Instron, MergerCo and Kirtland Capital Partners III L.P., the parent of MergerCo ("Kirtland"), as amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of August 5, 1999 ("Amendment No. 1"). Under the Merger Agreement and Amendment No. 1, each share of common stock, par value $1.00 per share, of Instron (the "Instron Common Stock") outstanding immediately prior to the Merger, other than shares held by Instron, its subsidiaries, MergerCo or dissenting Instron stockholders, will be canceled and converted automatically into the right to receive $22.00 in cash without interest. In addition, certain members of Instron's management and their affiliates (the "Management Investors") and certain members of Instron's Board of Directors and/or their affiliates (the "Other Investors") who or which are also stockholders of Instron will exchange some of their shares of Instron Common Stock for equity in the Surviving Corporation and will have certain of their stock options assumed by the Surviving Corporation. Accordingly, upon consummation of the Merger, the entire equity interest in Instron as the Surviving Corporation will be owned by Kirtland and certain of its affiliates, the Management Investors and the Other Investors. James M. McConnell, Joseph E. Amaral, Kenneth L. Andersen, John R. Barrett, Jonathan L. Burr, The Jonathan L. Burr Trust -- 1965, Yahya Gharagozlou, Arthur D. Hindman, William J. Milliken, Linton A. Moulding, Jane Elizabeth Moulding and Norman L. Smith are the Management Investors. George S. Burr, Helen L. Burr and The Harold Hindman Trust -- 1969 are the Other Investors. Harold Hindman is filing this Statement solely in his capacity as trustee of The Harold Hindman Trust -- 1969. He is not, in his individual capacity, one of the Other Investors. The purpose of this Amendment No. 6 to the Statement is to file Instron's press release dated September 3, 1999 announcing the approval of the Merger Agreement, as amended, by Instron's stockholders as an exhibit hereto. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. * (a)(1) Letter dated May 3, 1999 from National City Bank to Kirtland. * (b)(1) Opinion of The Beacon Group Capital Services, LLC dated May 6, 1999 (included as Appendix B to the Proxy Statement dated July 23, 1999). * (b)(2) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Board of Directors of Instron and its Opinion dated as of May 4, 1999. * (b)(3) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Board of Directors of Instron dated as of August 11, 1998. * (b)(4) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Board of Directors of Instron dated as of March 10, 1999. * (b)(5) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Special Committee of the Board of Directors of Instron dated as of April 7, 1999. * (c)(1) Agreement and Plan of Merger dated as of May 6, 1999 by and among Instron, MergerCo and Kirtland (included as Appendix A to the Proxy Statement dated July 23, 1999 and in the Letter to Stockholders dated as of August 6, 1999). * (c)(2) Letter Agreement dated as of May 6, 1999 by and among Kirtland and the Management Investors. * (c)(3) Letter Agreement dated as of May 6, 1999 by and among Kirtland, Instron and the Other Investors. 2 3 * (c)(4) Voting Agreement dated as of May 6, 1999 by and among Kirtland, MergerCo, the Management Investors and certain of their affiliates, and the Other Investors and certain of their affiliates. * (c)(5) Form of Stockholders Agreement. * (c)(6) Form of Amendment to Restricted Stock Award Agreement. * (c)(7) Form of Instron Corporation 1999 Stock Option Plan. * (c)(8) Form of Incentive Stock Option Agreement. * (c)(9) Form of Nonqualified Stock Option Agreement. * (c)(10) Form of Amendment to Instron Corporation 1992 Stock Incentive Plan. * (c)(11) Form of Amendment to Nonqualified Stock Option Agreement. * (c)(12) Form of Amendment to Incentive Stock Option Agreement. * (c)(13) Amendment No. 1 to the Agreement and Plan of Merger dated as of August 5, 1999 by and among Instron, MergerCo and Kirtland (included in the Letter to Stockholders dated as of August 6, 1999). * (d)(1) Letter to Stockholders dated as of July 23, 1999. * (d)(2) Notice of Special Meeting of Stockholders dated as of July 23, 1999. * (d)(3) Proxy Statement. * (d)(4) Form of Proxy. * (d)(5) Press Release issued by Instron and Kirtland dated as of May 7, 1999 (incorporated by reference to the Current Report on Form 8-K filed by Instron on May 12, 1999). * (d)(6) Form of Voting Instruction Card. * (d)(7) Letter to Stockholders dated as of August 6, 1999. * (d)(8) Notice of Special Meeting of Stockholders dated as of August 6, 1999. * (d)(9) Form of New Proxy Card. * (d)(10) Form of New Voting Instruction Card. (d)(11) Press Release issued by Instron dated as of September 3, 1999. * (e) Text of Sections 85 to 98 of Chapter 156B of the General Laws of Massachusetts (included as Appendix C to the Proxy Statement dated July 23, 1999). (f) Not applicable. * Previously filed 3 4 SIGNATURES After due inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. INSTRON CORPORATION Dated: September 8, 1999 By: /s/ LINTON A. MOULDING -------------------------------------------- Name: Linton A. Moulding Title: Chief Financial Officer ISN ACQUISITION CORPORATION Dated: September 8, 1999 By: /s/ THOMAS N. LITTMAN -------------------------------------------- Name: Thomas N. Littman Title: Treasurer KIRTLAND CAPITAL PARTNERS III L.P. By: Kirtland Partners Ltd., its General Partner Dated: September 8, 1999 By: /s/ THOMAS N. LITTMAN -------------------------------------------- Name: Thomas N. Littman Title: Vice President GEORGE S. BURR Dated: September 8, 1999 /s/ GEORGE S. BURR -------------------------------------------- HELEN L. BURR Dated: September 8, 1999 /s/ HELEN L. BURR -------------------------------------------- THE HAROLD HINDMAN TRUST -- 1969 Dated: September 8, 1999 By: /s/ HAROLD HINDMAN -------------------------------------------- Name: Harold Hindman Title: Trustee Dated: September 8, 1999 By: /s/ ROBERT N. SHAPIRO -------------------------------------------- Name: Robert N. Shapiro Title: Trustee JAMES M. MCCONNELL Dated: September 8, 1999 /s/ JAMES M. MCCONNELL -------------------------------------------- JOSEPH E. AMARAL Dated: September 8, 1999 /s/ JOSEPH E. AMARAL --------------------------------------------
4 5 KENNETH L. ANDERSEN Dated: September 8, 1999 /s/ KENNETH L. ANDERSEN -------------------------------------------- JOHN R. BARRETT Dated: September 8, 1999 /s/ JOHN R. BARRETT -------------------------------------------- JONATHAN L. BURR Dated: September 8, 1999 /s/ JONATHAN L. BURR -------------------------------------------- THE JONATHAN L. BURR TRUST -- 1965 Dated: September 8, 1999 By: /s/ JONATHAN L. BURR -------------------------------------------- Name: Jonathan L. Burr Title: Beneficiary YAHYA GHARAGOZLOU Dated: September 8, 1999 /s/ YAHYA GHARAGOZLOU -------------------------------------------- ARTHUR D. HINDMAN Dated: September 8, 1999 /s/ ARTHUR D. HINDMAN -------------------------------------------- WILLIAM J. MILLIKEN Dated: September 8, 1999 /s/ WILLIAM J. MILLIKEN -------------------------------------------- LINTON A. MOULDING Dated: September 8, 1999 /s/ LINTON A. MOULDING -------------------------------------------- JANE ELIZABETH MOULDING Dated: September 8, 1999 /s/ JANE ELIZABETH MOULDING -------------------------------------------- NORMAN L. SMITH Dated: September 8, 1999 /s/ NORMAN L. SMITH --------------------------------------------
HAROLD HINDMAN Dated: September 8, 1999 /s/ HAROLD HINDMAN --------------------------------------------
5 6 KIRTLAND PARTNERS LTD. Dated: September 8, 1999 By: /s/ THOMAS N. LITTMAN -------------------------------------------- Name: Thomas N. Littman Title: Vice President KIRTLAND CAPITAL COMPANY III LLC Dated: September 8, 1999 By: Kirtland Partners Ltd., its managing member By: /s/ THOMAS N. LITTMAN -------------------------------------------- Name: Thomas N. Littman Title: Vice President
6 7 EXHIBIT INDEX *(a)(1) Letter dated May 3, 1999 from National City Bank to Kirtland Capital Partners III L.P. *(b)(1) Opinion of The Beacon Group Capital Services, LLC dated May 6, 1999 (included as Appendix B to the Proxy Statement dated July 23, 1999). *(b)(2) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Board of Directors of Instron and its Opinion dated as of May 4, 1999. *(b)(3) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Board of Directors of Instron dated as of August 11, 1998. *(b)(4) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Board of Directors of Instron dated as of March 10, 1999. *(b)(5) Financial Analysis Presentation materials prepared by The Beacon Group Capital Services, LLC in connection with its presentation to the Special Committee of the Board of Directors of Instron dated as of April 7, 1999. *(c)(1) Agreement and Plan of Merger dated as of May 6, 1999 by and among Instron, MergerCo and Kirtland (included as Appendix A to the Proxy Statement dated July 23, 1999 and in the Letter to Stockholders dated as of August 6, 1999). *(c)(2) Letter Agreement dated as of May 6, 1999 by and among Kirtland and the Management Investors. *(c)(3) Letter Agreement dated as of May 6, 1999 by and among Kirtland, Instron and the Other Investors. *(c)(4) Voting Agreement dated as of May 6, 1999 by and among Kirtland, MergerCo, the Management Investors and certain of their affiliates, and the Other Investors and certain of their affiliates. *(c)(5) Form of Stockholders Agreement. *(c)(6) Form of Amendment to Restricted Stock Award Agreement. *(c)(7) Form of Instron Corporation 1999 Stock Option Plan. *(c)(8) Form of Incentive Stock Option Agreement. *(c)(9) Form of Nonqualified Stock Option Agreement. *(c)(10) Form of Amendment to Instron Corporation 1992 Stock Incentive Plan. *(c)(11) Form of Amendment to Nonqualified Stock Option Agreement. *(c)(12) Form of Amendment to Incentive Stock Option Agreement. *(c)(13) Amendment No. 1 to the Agreement and Plan of Merger dated as of August 5, 1999 by and among Instron, MergerCo and Kirtland (included in the Letter to Stockholders dated as of August 6, 1999). *(d)(1) Letter to Stockholders dated as of July 23, 1999. *(d)(2) Notice of Special Meeting of Stockholders dated as of July 23, 1999. *(d)(3) Proxy Statement. *(d)(4) Form of Proxy. *(d)(5) Press Release issued by Instron and Kirtland, dated as of May 7, 1999 (incorporated by reference to the Current Report on Form 8-K filed by Instron on May 12, 1999). *(d)(6) Form of Voting Instruction Card. *(d)(7) Letter to Stockholders dated as of August 6, 1999. *(d)(8) Notice of Special Meeting of Stockholders dated as of August 6, 1999. *(d)(9) Form of New Proxy Card. *(d)(10) Form of New Voting Instruction Card. (d)(11) Press Release issued by Instron dated as of September 3, 1999. *(e) Text of Sections 85 to 98 of Chapter 156B of the General Laws of Massachusetts (included as Appendix C to the Proxy Statement dated July 23, 1999).
* Previously filed EX-99.(D)(11) 2 PRESS RELEASE DATED 9/3/99 1 EXHIBIT (d)(11) [LOGO] INSTRON - -------------------------------------------------------------------------------- INSTRON CORPORATION 100 Royall Street - Canton, MA 02021-1089 FOR IMMEDIATE RELEASE - --------------------- INSTRON ANNOUNCES SHAREHOLDER APPROVAL OF ACQUISITION ----------------------------------------------------- CANTON, MA - September 3, 1999 - Instron Corporation (ASE:ISN) announced that at the meeting of Instron shareholders held earlier today its shareholders approved the acquisition of Instron by Kirtland Capital Partners by a vote in excess of 84% of the outstanding shares of Instron common stock. Pursuant to the merger agreement, Instron shareholders will receive $22.00 for each share of Instron common stock held. The transaction is subject to the satisfaction of certain customary closing conditions and it is anticipated that the transaction will close by the end of September. Promptly following the closing of the transaction, Instron will send to shareholders instructions detailing the necessary steps to surrender their shares of Instron common stock in exchange for the $22.00 per share price. CONTACT: Linton A. Moulding, Chief Financial Officer Telephone: (781) 828-2500 Facsimile: (781) 575-5750 Email: linton_moulding@instron.com Website: www.Instron.com The Difference is Measurable TEL: (718) 828-2500 - FAX: (781) 575-5750 -----END PRIVACY-ENHANCED MESSAGE-----