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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13e-3. TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
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EDISON CONTROL CORPORATION
(Name of the Issuer)
EDISON CONTROL CORPORATION
WILLIAM B. FINNERAN
ALAN J. KASTELIC
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
280883 10 9
(CUSIP Number of Class of Securities)
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EDISON CONTROL CORPORATION
777 MARITIME DRIVE
P.O. BOX 308
PORT WASHINGTON, WISCONSIN 53074-0308
TELEPHONE (262) 268-6800
(Name, Address and Telephone Number of Persons
Authorized to Receive Notice and Communications on
Behalf of Persons 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]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$3,421,486 $685
* The transaction valuation was based upon (i) the product of 474,950 shares
of Edison Control Corporation Common Stock at a per share price of $7.00
and (ii) the termination of options to purchase 27,334 shares of Common
Stock at an aggregate cost of $96,836.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction
valuation.
[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) of the Securities Exchange Act of 1934 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: $685
Form or Registration No.: Schedule 14A
Filing Party: Edison Control Corporation
Date Filed: April 24, 2003
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INTRODUCTION
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(the "Schedule 13E-3") is being filed by (i) Edison Control Corporation, a New
Jersey corporation ("EDCO"), the issuer of the equity securities that are the
subject of the Rule 13e-3 transaction, (ii) William B. Finneran, a natural
person and beneficial owner of approximately 67% of EDCO's outstanding common
stock (the "Majority Shareholder"), and (iii) Alan J. Kastelic, a natural person
and beneficial owner of approximately 4% of EDCO's outstanding common stock.
EDCO is submitting to its shareholders a proposal to take the company private
through the adoption of an amendment to EDCO's Certificate of Incorporation
providing for a one-for-66,666 reverse stock split of EDCO's common stock.
Shareholders holding less than one share after the reverse stock split will
be entitled to receive a cash payment of $7.00 per pre-split share in lieu of
any fractional shares. This reverse stock split proposal is part of a proposed
"going private" transaction and is upon the terms and subject to the conditions
of a revised preliminary proxy statement filed concurrently with this Amendment
No. 1 to Schedule 13E-3 ("Proxy Statement"). The EDCO Board of Directors is
soliciting proxies from shareholders of EDCO in connection with the reverse
stock split pursuant to the Proxy Statement. The information in the Proxy
Statement, including all annexes and exhibits thereto, is expressly incorporated
by reference herein in its entirety and responses to each item herein are
qualified in their entirety by the information contained in the Proxy Statement
and the annexes and exhibits thereto. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Proxy Statement.
Item 1. Summary Term Sheet
Regulation M-A The information set forth in the Proxy Statement under the
Item 1001 caption "Summary Term Sheet" is incorporated herein by
reference.
Item 2. Subject Company Information
Regulation M-A
Item 1002
(a) Name and Address. The information set forth in the Proxy
Statement under the caption "Questions and Answers About the
Reverse Stock Split" is incorporated herein by reference.
(b) Securities. The information set forth in the Proxy Statement
under the caption "The Special Meeting - Record Date" is
incorporated herein by reference.
(c)-(d) Trading Market and Price; Dividends. The information set
forth in the Proxy Statement under the caption "Special
Factors - Price Range of Common Stock and Dividends; Related
Shareholder Matters" is incorporated herein by reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The information set forth in the
Proxy Statement under the caption "Other Matters -
Transactions in Capital Stock by Certain Persons" is
incorporated herein by reference.
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Item 3. Identity and Background of the Filing Person
Regulation M-A
Item 1003
(a)-(c) Name and Address; Business and Background of Entities;
Business and Background of Natural Persons. Edison Control
Corporation is a corporation organized under the laws of the
State of New Jersey. The principal executive offices of
Edison Control Corporation are located at 777 Maritime
Drive, Port Washington, Wisconsin 53704-0308. The telephone
number is (262) 268-6800.
Directors and Executive Officers of Edison Control
Corporation. The table below sets forth for each of the
directors and executive officers of Edison Control
Corporation their respective present principal occupation or
employment, the name and principal business of the
corporation or other organization in which such occupation
or employment is conducted and the five-year employment
history of each such director and executive officer. Each
person identified below is a United States citizen. Each
person's principal address and business telephone number is
c/o Edison Control Corporation, 777 Maritime Drive, P.O. Box
308, Port Washington, Wisconsin 53074-0308, (262) 268-6800.
Present Principal Occupation or Employment and Material
Name Positions Held During The Past Five Years
- ---- -------------------------------------------------------
William B. Finneran Mr. Finneran is a Managing Director of Wachovia
Securities, an investment-banking firm. Prior to
joining Wachovia in 1999, Mr. Finneran was a Managing
Director at CIBC Oppenheimer Corp., an
investment-banking firm, and had been employed with
Oppenheimer since 1972. Mr. Finneran is a Director of
National Planning Association, a non-profit advisory
board. He serves on the Board of Villanova University
and is a former Board Member of Covenant House and
Operation Smile, non-profit charitable institutions.
Mr. Finneran also currently serves on the Executive
Committee of the New York Archdiocesan Patrons Program.
Robert L. Cooney Mr. Cooney is a partner of Cooney & Co., a financial
consulting firm which he founded in February 1997. Mr.
Cooney was a Managing Director-Equity Capital Markets
at Credit Suisse First Boston from 1977 to January
1997. Mr. Cooney also serves as a director of Equity
One, Inc., a NYSE-listed real estate investment trust
located in Miami, Florida.
Alan J. Kastelic Mr. Kastelic was appointed President and Chief
Executive Officer of Edison Control Corporation in June
1998 and President and Chief Executive Officer of
Construction Forms in June 1996 when the Company
acquired Construction Forms. Mr. Kastelic had
previously been Executive Vice President and Chief
Operating Officer of Construction Forms, which he
joined in 1977. Prior to joining Construction Forms,
Mr. Kastelic was Manufacturing Manager at Badger
Dynamics and Chief Cost Accountant, Material Control
Manager and Manager of Manufacturing at the PCM
division of Koehring Corporation.
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Present Principal Occupation or Employment and Material
Name Positions Held During The Past Five Years
- ---- -------------------------------------------------------
William C. Scott Mr. Scott was the Chairman and Chief Executive Officer
of Panavision Inc. from 1988 to 1999, a leading
designer and manufacturer of high-precision film camera
systems for the motion picture and television
industries. From 1972 until 1987, Mr. Scott was
President and Chief Operating Officer of Western
Pacific Industries Inc., a manufacturer of industrial
products. Prior to 1972, Mr. Scott was a Group Vice
President of Cordura Corporation (a business
information company) for three years and Vice President
of Booz, Allen & Hamilton (a management-consulting
firm) for five years. He is currently a director of
Audio Visual Services Corporation and of Vari-Lite,
Inc.
Gregory L. Skaar Mr. Skaar was appointed Chief Financial Officer on
February 20, 2003. Mr. Skaar is also the Chief
Financial Officer of Construction Forms, our
wholly-owned subsidiary. He served as our Corporate
Controller from 1997 to February 20, 2003. From 1991 to
1997, Mr. Skaar was with the Cooper Power Systems
Division of Cooper Industries where he served as a
Product Line Controller. From 1985 to 1991 he was
employed by the international accounting firm of
Deloitte & Touche LLP.
Neither Mr. Finneran nor Mr. Kastelic has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a judicial or administrative proceeding resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws, or a finding of any violations of such
laws.
To the knowledge of EDCO, during the last five years, none of Messrs.
Cooney, Scott or Skaar has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a judicial or
administrative proceeding resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violations of such laws.
Item 4. Terms of the Transaction
Regulation M-A
Item 1004
(a)(1) Tender Offers. Not applicable.
(a)(2)(i) Transaction Description. The information set forth in the
Proxy Statement under the caption "Questions and Answers
About the Reverse Stock Split" is incorporated herein by
reference.
(a)(2)(ii) Consideration. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet," "Special
Factors - Background of the Reverse Stock Split" and
"Special Factors - Messrs. Finneran and Kastelic's Position
as to the Fairness of the Reverse Stock Split" is
incorporated herein by reference.
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(a)(2)(iii) Reasons for Transaction. The information set forth in the
Proxy Statement under the captions "Special Factors -
Recommendation of the Special Committee and Our Board of
Directors," "Special Factors - Position of the Special
Committee and Our Board of Directors as to the Fairness of
the Reverse Stock Split," "Special Factors - Messrs.
Finneran and Kastelic's Position as to the Fairness of the
Reverse Stock Split" and "Special Factors - Purpose of and
Reasons for the Reverse Stock Split" is incorporated herein
by reference.
(a)(2)(iv) Vote Required for Approval. The information set forth in the
Proxy Statement under the caption "The Special Meeting -
Voting Rights; Vote Required for Approval" is incorporated
herein by reference.
(a)(2)(v) Differences in the Rights of Security Holders. The
information set forth in the Proxy Statement under the
caption "Special Factors - Effects of the Reverse Stock
Split" is incorporated herein by reference.
(a)(2)(vi) Accounting Treatment. Not applicable.
(a)(2)(vii) Income Tax Consequences. The information set forth in the
Proxy Statement under the caption "Special Factors -
Material U.S. Federal Income Tax Consequences of the Reverse
Stock Split to Our Shareholders" is incorporated herein by
reference.
(b) Purchases. The information set forth in the Proxy Statement
under the caption "Special Factors - Interests of Directors
and Executive Officers in the Reverse Stock Split" in
incorporated herein by reference.
(c) Different Terms. The information set forth in the Proxy
Statement under the caption "Special Factors - Effects of
the Reverse Stock Split" is incorporated herein by
reference.
(d) Appraisal Rights. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet" and "The
Special Meeting - Voting Rights; Vote Required for Approval"
is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. The
information set forth in the Proxy Statement under the
caption "Other Matters - Where You Can Find More
Information" is incorporated herein by reference.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
Regulation M-A
Item 1005
(a)(1)-(a)(2) Transactions with EDCO; Transactions with Officers,
Directors and Affiliates of EDCO . The information set forth
in the Proxy Statement under the caption "Other Matters -
Other Transactions" is incorporated herein by reference.
(b)-(c), (e) Significant Corporate Events; Negotiations or Contacts.
None.
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(e) Agreements Involving the Subject Company's Securities.
The information set forth in the Proxy Statement under the
caption "Interests of Directors and Executive Officers in
the Reverse Stock Split" is incorporated herein by
reference.
Item 6. Purposes of the Transaction and Plans or Proposals
Regulation M-A
Item 1006
(b) Use of Securities Acquired. Not applicable.
(c)(1)-(8) Plans. The information set forth in the Proxy Statement
under the caption "Special Factors - Plans or Proposals
After the Reverse Stock Split" is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects
Regulation M-A
Item 1013
(a) Purposes. The information set forth in the Proxy Statement
under the caption "Special Factors - Purpose of and Reasons
for the Reverse Stock Split" is incorporated herein by
reference.
(b) Alternatives. The information set forth in the Proxy
Statement under the caption "Special Factors - Alternatives
to the Reverse Stock Split" is incorporated herein by
reference.
(c) Reasons. The information set forth in the Proxy Statement
under the caption "Special Factors - Purpose of and Reasons
for the Reverse Stock Split" is incorporated herein by
reference.
(d) Effects. The information set forth in the Proxy Statement
under the captions "Special Factors - Effects of the Reverse
Stock Split," "Special Factors - Advantages of the Reverse
Stock Split," "Special Factors - Disadvantages of the
Reverse Stock Split" and "Special Factors - Material U.S.
Federal Income Tax Consequences of the Reverse Stock Split"
is incorporated herein by reference.
Item 8. Fairness of the Transaction
Regulation M-A
Item 1014
(a) Fairness. The information set forth in the Proxy Statement
under the captions "Special Factors -Recommendations of the
Special Committee and Our Board of Directors" and "Special
Factors - Messrs. Finneran and Kastelic's Position as to the
Fairness of the Reverse Stock Split" is incorporated herein
by reference.
(b) Factors Considered in Determining Fairness. The information
set forth in the Proxy Statement under the captions "Special
Factors - Position of the Special Committee and Our Board of
Directors as to the Fairness of the Reverse Stock Split,"
"Special Factors - Messrs. Finneran and Kastelic's Position
as to the Fairness of the Reverse Stock Split," "Special
Factors - Opinion of Schroeder & Co.," and "Special Factors
- Purpose of and Reasons for the Reverse Stock Split" is
incorporated herein by reference.
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(c) Approval of Security Holders. The information set forth in
the Proxy Statement under "The Special Meeting - Voting
Rights; Vote Required for Approval" is incorporated herein
by reference.
(d) Unaffiliated Representative. The information set forth in
the Proxy Statement under the captions "Special Factors -
Background of the Reverse Stock Split" and "Position of the
Special Committee and Our Board of Directors as to the
Fairness of the Reverse Stock Split" is incorporated herein
by reference.
(e) Approval of Directors. The information set forth in the
Proxy Statement under the captions "Special Factors -
Background of the Reverse Stock Split," and "Special Factors
- Special Committee's Position as to the Fairness of the
Reverse Stock Split" is incorporated herein by reference.
(f) Other Offers. None.
Item 9. Reports, Opinions, Appraisals and Negotiations
Regulation M-A
Item 1015
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the
Report, Opinion or Appraisal; Availability of Documents. The
information set forth in the Proxy Statement under the
captions "Special Factors - Opinion of Schroeder & Co.,"
"Special Factors - Position of the Special Committee and Our
Board of Directors as to the Fairness of the Reverse Stock
Split," and "Special Factors - Messrs. Finneran and
Kastelic's Position as to the Fairness of the Reverse Stock
Split," is incorporated herein by reference. The full text
of the written opinion of Schroeder & Co., dated April 1,
2003, is attached to the Proxy Statement as Exhibit (C)
thereto and is incorporated herein by reference. The written
materials presented by Schroeder & Co. to the Edison Control
Corporation Special Committee are set forth as Exhibit
(C) hereto and are incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration
Regulation M-A
Item 1007
(a)-(d) Source of Funds; Conditions; Expenses; Borrowed Funds. The
information set forth in the Proxy Statement under the
captions "Special Factors - Source and Amount of Funds" and
"Special Factors - Fees and Expenses of the Reverse Stock
Split" is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company
Regulation M-A
Item 1008
(a) Securities Ownership. The information set forth in the Proxy
Statement under the caption "Other Matters - Security
Ownership of Specified Beneficial Owners and Management" is
incorporated herein by reference.
(b)(1)-(5) Securities Transactions. None.
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Item 12. The Solicitation or Recommendations
Regulation M-A
Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the
caption "The Special Meeting - Voting Rights; Vote Required
for Approval" is incorporated herein by reference.
(e) Recommendations of Others. The information set forth in the
Proxy Statement under the captions "Special Factors -
Background of the Reverse Stock Split," "Special Factors -
Recommendations of the Special Committee and Our Board of
Directors," and "Special Factors - Messrs. Finneran and
Kastelic's Position as to the Fairness of the Reverse Stock
Split" is incorporated herein by reference.
Item 13. Financial Statements
Regulation M-A
Item 1010
(a) Financial Information. The information set forth in the
Proxy Statement under the captions "Other Matters -
Independent Auditors" and "Consolidated Financial
Statements," as well as in "Exhibit G: Management's
Discussion and Analysis of Financial Condition and Results
of Operations" and "Exhibit H: Quantitative and Qualitative
Disclosures About Market Risk" is incorporated herein by
reference.
(b) Pro Forma Information. The information set forth in the
Proxy Statement under "Exhibit E: Fiscal 2002 Going Private
Pro Forma Analysis" is incorporated herein by reference.
(c) Summary Information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Regulation M-A
Item 1009
(a)-(b) Solicitations or Recommendations; Employees and Corporate
Assets. The information set forth in the Proxy Statement
under the captions "Special Factors - Background of the
Reverse Stock Split," "Special Factors - Opinion of
Schroeder & Co.," "Special Factors - Position of the Special
Committee and Our Board of Directors as to the Fairness of
the Reverse Stock Split," "Special Factors - Messrs.
Finneran and Kastelic's Position as to the Fairness of the
Reverse Stock Split," "The Special Meeting - Solicitation of
Proxies" is incorporated herein by reference.
Item 15. Additional Information
Regulation M-A
Item 1011
(b) Other Material Information. The information set forth in the
Proxy Statement, including all annexes and exhibits thereto,
is incorporated herein by reference.
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Item 16. Exhibits
Regulation M-A
Item 1016
(a)(1) Proxy Statement filed with the Securities and Exchange
Commission on June 4, 2003 (incorporated herein by reference
to the Proxy Statement).
(a)(2) Letter dated March 4, 2003, from Mr. William B. Finneran and
Mr. Alan J. Kastelic, regarding the reverse stock split
proposal, attached as Exhibit A to the Proxy Statement
(incorporated herein by reference to the Proxy Statement).
(a)(3) Press Release of Edison Control Corporation, dated March 12,
2003 (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K of Edison Control Corporation
dated March 12, 2003).
(a)(4) Press Release of Edison Control Corporation, dated April 2,
2003 (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of Edison Control Corporation
dated April 2, 2003).
(a)(5) Press Release of Edison Control Corporation, dated April 9,
2003 (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of Edison Control Corporation
dated April 9, 2003).
(b) Term Sheet from LaSalle National Bank Association, regarding
financing for the reverse stock split.*
(c)(1) Opinion of Schroeder & Co., attached as Exhibit C to the
Proxy Statement (incorporated herein by reference to the
Proxy Statement).
(c)(2) Materials presented by Schroeder & Co. to the Special
Committee of the Board of Directors of Edison Control
Corporation.
* Previously filed.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 4, 2003
EDISON CONTROL CORPORATION
By: /s/ Alan J. Kastelic
------------------------------------
Name: Alan J. Kastelic
Title: President and Chief Executive
Officer
By: /s/ William B. Finneran
------------------------------------
Name: William B. Finneran
By: /s/ Alan J. Kastelic
------------------------------------
Name: Alan J. Kastelic
11
EXHIBIT INDEX
Regulation M-A
(a)(1) Proxy Statement filed with the Securities and Exchange
Commission on June 4, 2003 (incorporated herein by reference
to the Proxy Statement).
(a)(2) Letter dated March 4, 2003, from Mr. William B. Finneran and
Mr. Alan J. Kastelic, regarding the reverse stock split
proposal, attached as Exhibit A to the Proxy Statement
(incorporated herein by reference to the Proxy Statement).
(a)(3) Press Release of Edison Control Corporation, dated March 12,
2003 (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K of Edison Control Corporation
dated March 12, 2003).
(a)(4) Press Release of Edison Control Corporation, dated April 2,
2003 (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of Edison Control Corporation
dated April 2, 2003).
(a)(5) Press Release of Edison Control Corporation, dated April 9,
2003 (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of Edison Control Corporation
dated April 9, 2003).
(b) Term Sheet from LaSalle National Bank Association, regarding
financing for the reverse stock split.*
(c)(1) Opinion of Schroeder & Co., attached as Exhibit C to the
Proxy Statement (incorporated herein by reference to the
Proxy Statement).
(c)(2) Materials presented by Schroeder & Co. to the Special
Committee of the Board of Directors of Edison Control
Corporation.
* Previously filed
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