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) October 20, 1999
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Knoll, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12907 13-3873847
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1235 Water Street, East Greenville, Pennsylvania 18041
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (215) 679-7991
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 20, 1999, Knoll, Inc. (the "Company") entered into a Credit Agreement
(the "Credit Agreement") between the Company, each of the Company's domestic
subsidiaries as guarantors, certain lenders identified therein (the "Lenders"),
Bank of America, N.A., as Administrative Agent, The Chase Manhattan Bank, as
Syndication Agent, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as Documentation Agent.
Knoll entered into the Credit Agreement in connection with the pending merger
(the "Merger") of a newly formed entity with and into the Company, in a
transaction in which the Company's public shareholders would receive $28.00 per
share in cash for the approximately 17.7 million shares owned by them,
representing approximately 40% of the shares outstanding. The Merger is
currently expected to be completed in early November 1999.
The Credit Agreement provides for a secured credit facility under which Knoll
may borrow up to $650 million to (1) fund the Merger and related fees and
expenses, (2) refinance all amounts owing under the Company's existing senior
credit agreement and (3) provide for working capital and ongoing general
corporate purposes. The credit facility will consist of up to a $325 million
six-year term loan facility and up to a $325 million six-year revolving credit
facility, and will bear interest at a LIBOR-based rate. At the effective time of
the Merger, the indebtedness incurred under the credit facility will become the
indebtedness of Knoll as the corporation surviving the Merger. Borrowings under
the facility are subject to the satisfaction of conditions customary for loans
of this type, including court approval of the settlement relating to the
stockholder litigation relating to the Merger.
Also, on October 20, 1999, the Company's stockholders approved the Merger.
The Credit Agreement, filed herewith as Exhibit 99.1, is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The following exhibits are filed as part of this report:
99.1 Credit Agreement, dated as of October 20, 1999, between Knoll,
Inc. (the "Company"), each of the Company's domestic
subsidiaries, certain Lenders identified therein (the
"Lenders"), Bank of America, N.A., as Administrative Agent,
The Chase Manhattan Bank, as Syndication Agent and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Documentation Agent.
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.
KNOLL, INC.
By: /s/ Douglas J. Purdom
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Douglas J. Purdom
Senior Vice President and Chief
Financial Officer
Dated: October 22, 1999
Exhibit Index
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Exhibit No. Description
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99.1 Credit Agreement, dated as of October 20, 1999, between Knoll,
Inc. (the "Company"), each of the Company's domestic
subsidiaries, certain Lenders identified therein (the
"Lenders"), Bank of America, N.A., as Administrative Agent,
The Chase Manhattan Bank, as Syndication Agent, and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Documentation Agent.