-----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, EMKBsfghesZAQ4aCpJFRQOSt19ArXJ/TD4j8whLM9SkB/TcKgEn4VsVc8vJ6uPT2 muFMiYBvJOf9WM629CgeSA== 0001104659-03-014718.txt : 20030714 0001104659-03-014718.hdr.sgml : 20030714 20030714173035 ACCESSION NUMBER: 0001104659-03-014718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METHODE ELECTRONICS INC CENTRAL INDEX KEY: 0000065270 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 362090085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02816 FILM NUMBER: 03785943 BUSINESS ADDRESS: STREET 1: 7401 W WILSON AVE CITY: CHICAGO STATE: IL ZIP: 60706 BUSINESS PHONE: 7088676777 MAIL ADDRESS: STREET 1: 7401 WEST WILSON AVE CITY: CHICAGO STATE: IL ZIP: 60706 8-K 1 a03-1078_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_______________

 

FORM 8-K

_______________

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  July 14, 2003

_______________

 

METHODE ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-2816

 

36-2090085

State of Other Jurisdiction of Incorporation

 

Commission File Number

 

I.R.S. Employer Identification Number

 

 

 

 

 

7401 West Wilson Avenue, Chicago, Illinois 60706

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (708) 867-6777

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 



 

ITEM 5. Other Events

 

                    On July 14, 2003, the William J. McGinley Marital Trusts gave notice of termination of the Agreement dated August 19, 2002, as amended December 26, 2002, by and among Methode Electronics, Inc.; 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 R. McGinley (the “Agreement”).  A copy of the Notice of Termination is attached hereto as Exhibit 99.1 and is incorporate d herein by reference.

 

                    On July 14, 2003, the Company issued a press release to announce that the William J. McGinley Marital Trusts gave notice of termination of the Agreement.  A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

ITEM 7. Financial Statements and Exhibits

 

(c)           Exhibits

 

99.1                           Notice of Termination, dated July 14, 2003, of the Agreement dated August 19, 2002, as amended December 26, 2002, by and among Methode Electronics, Inc.; 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 R. McGinley.

 

99.2                           Methode Electronics, Inc. Press Release issued July 14, 2003.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

METHODE ELECTRONICS, INC.

 

 

 

Date:  July 14, 2003

By:

/s/ Douglas A. Koman

 

 

Douglas A. Koman

 

 

 Vice President, Corporate Finance

 

3



EXHIBIT INDEX

 

Exhibit No.

 

Description

 99.1

 

Notice of Termination, dated July 14, 2003, of the Agreement dated August 19, 2002, as amended December 26, 2002, by and among Methode Electronics, Inc.; 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 R. McGinley.

 

 

 

 99.2

 

Methode Electronics, Inc. Press Release issued July 14, 2003.

 

 


EX-99.1 3 a03-1078_1ex991.htm EX-99.1

Exhibit 99.1

 

Notice of Termination of Agreement dated August 19, 2002, as amended

This Notice of Termination of the Agreement dated as of August 19, 2002 by and among Methode Electronics, Inc. (“Methode”) and the Stockholders, as amended (“Agreement”) is given to Methode by the Trusts as of July 14, 2003. All capitalized terms herein shall have the meaning set forth in the Agreement.

 

WHEREAS, the Agreement provided for, among other things, Methode to make a tender offer to purchase all of Methode’s outstanding shares of Class B common stock at $20.00 per share in cash (“Methode Offer”) and provided the End Date of March 31, 2003; and

 

WHEREAS the Amendment to the Agreement dated December 26, 2002 extended the End Date to May 31, 2003;

 

WHEREAS, the Agreement has not been further amended;

 

WHEREAS, on July 8, 2003, DURA Automotive Systems, Inc. commenced a tender offer for all of the outstanding Class B common stock of the Corporation at a price of $23.00 per share in cash (“Dura Offer”);

 

WHEREAS, a special meeting of the eligible holders of Methode’s Class A common stock scheduled to be held on Thursday, July 10, 2003, to consider and vote upon a proposal to approve the making of the Methode Offer has been adjourned until Thursday, July 24, 2003;

 

WHEREAS, the Stockholders recognize that, under such circumstances, Methode cannot complete the Methode Offer prior to August 16, 2003;

 

WHEREAS, the Stockholders could suffer substantial adverse tax consequences in the event that Methode could not complete the Methode Offer;

 

 

 

 

 

 

NOW, THEREFORE, pursuant to Section 7 of the Agreement, the Trusts hereby give notice of termination of the Agreement to Methode.

 

This Notice of Termination is hereby executed by the Trusts as of July 14, 2003.

 

 



 

MARITAL TRUST NO. 1 AND MARTIAL TRUST 2 CREATED UNDER THE WILLIAM J. MCGINLEY TRUST

 

 

By:

Bank One, as successor co-
trustee of Marital Trust
No. l and Marital Trust
No.2 created under the
William J. McGinley
Trust

 

 

 

 

By:

 /s/ Michael Lahti

 

Its:

 Vice President & Trust Officer

 

 

 

 

By:

 /s/ Margaret J. McGinley

 

 

Margaret J. McGinley, as
co-trustee of Marital Trust
No. 1 and Marital Trust No.
2 created under the William
J. McGinley Trust

 

 

 

 

By:

 /s/ Robert R. McGinley

 

 

Robert R. McGinley, as co
trustee of Marital Trust
No. 1 and Marital Trust
No. 2 created under the
Trust William J.
McGinley Trust

 

By:

 /s/ James W. McGinley

 

 

James W. McGinley, as co-
trustee of
Marital Trust No.1 and
Marital Trust No. 2
created under the William J .McGinley Trust

 

 


EX-99.2 4 a03-1078_1ex992.htm EX-99.2

 

 

 

Exhibit 99.2

News Release

 

Contact:

 

Joey Iske

 

 

Director of Investor Relations

 

 

708-457-4060

 

 

jiske@methode.com

 

McGinley Trusts Terminate Agreement with Methode Electronics, Inc.

 

CHICAGO, July 14, 2003 /PRNewswire-FirstCall/ — Methode Electronics, Inc. (Nasdaq: METHA) today announced that the William J. McGinley Marital Trusts (the “McGinley Trusts”) today gave notice of termination of the Agreement dated August 19, 2002, amended December 26, 2002, with Methode.  Under this Agreement, the McGinley Trusts and related family members had agreed to tender all of their shares of Class B common stock to Methode.

Warren Batts, Chairman of the Special Committee representing the Class A stockholders of the Company, said:  “We are disappointed that the McGinley family decided to take this action at a time when we have been attempting in good faith to reach a negotiated solution.  We will continue to try to negotiate with the family but there can be no assurance we will be able to get there.”

About Methode Electronics

Methode Electronics, Inc. is a global manufacturer of component and subsystem devices. Methode designs, manufactures and markets devices employing electrical, electronic, wireless, sensing and optical technologies. Methode’s components are found in the primary end markets of the automotive, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries; and the consumer and industrial equipment markets. Further information can be found at Methode’s website www.methode.com.

 

 


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