SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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STV GROUP, INCORPORATED
(Name of the Issuer)
STV GROUP, INCORPORATED
THE EMPLOYEE STOCK OWNERSHIP PLAN OF STV GROUP, INCORPORATED
(Names of Persons Filing Statement)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
784847105
(CUSIP Number of Class of Securities)
Richard J. McMahon, Esquire Charles R. Smith, Esquire
Blank Rome Comisky & McCauley LLP Kirkpatrick & Lockhart LLP
One Logan Square 535 Smithfield Street
Philadelphia, PA 19103 Pittsburgh, PA 15222
(215) 569-5500 (412) 355-6500
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices 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]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$22,586,640.63 $4,517.33
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* For purposes of calculating fee only. The "Transaction Valuation" amount is
based upon the purchase of 1,413,829 shares of common stock, $.01 par value
("Common Stock"), of STV Group, Incorporated at $11.25, the cash price per
share of Common Stock to be paid in connection with the Rule 13e-3
transaction, and the net amount to be paid to stock option holders in
connection with the Rule 13E-3 transaction. The filing fee equals
one-fiftieth of one percent of the Transaction Value in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended.
[ ] Check box if any part 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:
Form or Registration No.:
Filing Party:
Date Filed:
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed
by STV Group, Incorporated, a Pennsylvania corporation (the "Company") and the
employee stock ownership plan of the Company (the "ESOP") in connection with the
proposed merger (the "Merger") of a Pennsylvania corporation ("Merger
Subsidiary") to be formed and wholly-owned by the ESOP, with and into the
Company pursuant to an Agreement and Plan of Merger, dated April 30, 2001 (the
"Merger Agreement"), by and between the Company and the ESOP.
The Merger Agreement provides for the Merger of Merger Subsidiary with
and into the Company, with the Company being the surviving corporation (the
"Surviving Corporation"). Upon the effectiveness of the Merger (the "Effective
Time"), each share of common stock, $.01 par value per share, of the Company
(the "Common Stock"), issued and outstanding immediately prior to the Effective
Time (other than shares held by the ESOP, by the Company or any of its
subsidiaries as treasury stock, and shares held by dissenting shareholders who
have validly exercised and perfected their appraisal rights under Pennsylvania
law) will be converted into the right to receive $11.25 in cash, without
interest, (the "Merger Consideration"). Each share of common stock of Merger
Subsidiary issued and outstanding immediately prior to the Effective Time will
automatically be cancelled.
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission (the "Commission") concurrently with a preliminary proxy statement
filed by the Company (the "Proxy Statement") pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A copy of
the Proxy Statement is attached hereto as Exhibit (a)(1). The information
contained in the Proxy Statement, including all exhibits thereto, is expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Proxy Statement
and the exhibits thereto. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Proxy
Statement. The item numbers and corresponding captions listed in this Schedule
13E-3 refer to the items required under Rule 13e-100; the subsections and
corresponding captions listed under certain items refer to subsections of items
under Regulation M-A to which the Schedule 13E-3 item refers. All references to
rules and regulations herein pertain to rules and regulations promulgated under
the Exchange Act.
The filing of this Schedule 13E-3 shall not be construed as an
admission by the ESOP that the Company is "controlled" by the ESOP or that the
ESOP is an "affiliate" of the Company within the meaning of Rule 13e-3.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections of the Proxy Statement
entitled "SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE MERGER" is
hereby incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information contained in the section of the
Proxy Statement entitled "SUMMARY - The Companies" is hereby incorporated herein
by reference.
(b) SECURITIES. The information contained in the section of the Proxy
Statement entitled "INTRODUCTION" is hereby incorporated herein by reference.
(c) TRADING MARKET AND PRICE. The information contained in the section
of the Proxy Statement entitled "PRICE RANGE OF COMMON STOCK" is hereby
incorporated herein by reference.
(d) DIVIDENDS. The information contained in the section of the Proxy
Statement entitled "DIVIDENDS" is hereby incorporated herein by reference.
(e) PRIOR PUBLIC OFFERINGS. None.
(f) PRIOR STOCK PURCHASES. The information contained in the section of
the Proxy Statement entitled "COMMON STOCK PURCHASE INFORMATION" is hereby
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a)-(c) NAME AND ADDRESS; BUSINESS AND BACKGROUND OF ENTITIES; BUSINESS
AND BACKGROUND OF NATURAL PERSONS. This Statement is being filed by the Company
and the ESOP. The Company is the issuer of the Common Stock which is the subject
of the Rule 13e-3 transaction. The ESOP is the employee stock ownership plan of
the Company. Under the rules governing "going private" transactions, the ESOP
may be deemed to be an "affiliate" of the Company. The information contained in
the sections of the Proxy Statement entitled "SUMMARY -- The Companies,"
"INFORMATION ABOUT THE ESOP" and "DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY" is hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) TENDER OFFERS. Not applicable.
(a)(2)(i) TRANSACTION DESCRIPTION. The information contained in the
sections of the Proxy Statement entitled "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SUMMARY" and "THE MERGER AGREEMENT" is hereby incorporated herein by
reference.
(a)(2)(ii) CONSIDERATION. The information contained in the section of
the Proxy Statement entitled "THE MERGER AGREEMENT -- Effect on Capital Stock"
is hereby incorporated herein by reference.
(a)(2)(iii) REASONS FOR TRANSACTION. The information contained in the
sections of the Proxy Statement entitled "THE MERGER -- Recommendations of the
Special Committee and Board of Directors; Fairness of the Merger" and "--Purpose
and Structure of the Merger" is hereby incorporated herein by reference.
(a)(2)(iv) VOTE REQUIRED FOR APPROVAL. The information contained in the
section entitled "THE SPECIAL MEETING-- Voting Information" in the proxy
statement is hereby incorporated herein by reference.
(a)(2)(v) DIFFERENCES IN THE RIGHTS OF SECURITY HOLDERS. The
information contained in the sections of the Proxy Statement entitled "THE
MERGER AGREEMENT -- Effect on Capital Stock," "THE MERGER -- Interests of
Certain STV Directors, Officers and Shareholders in the Merger" and "--Effects
of the Merger" is hereby incorporated herein by reference.
(a)(2)(vi) ACCOUNTING TREATMENT. The information contained in the
section of the Proxy Statement entitled "THE MERGER -- Accounting Treatment of
the Merger" is hereby incorporated herein by reference.
(a)(2)(vii) INCOME TAX CONSEQUENCES. The information contained in the
section of the Proxy Statement entitled "THE MERGER -- Material Federal Income
Tax Consequences to STV, the ESOP Participants and Public Shareholders" is
hereby incorporated herein by reference.
(c) DIFFERENT TERMS. The information contained in the sections of the
Proxy Statement entitled "THE MERGER AGREEMENT - Effect on Capital Stock," "THE
MERGER -- Interests of Certain STV Directors, Officers and Shareholders in the
Merger" and "-- Effects of the Merger" is hereby incorporated herein by
reference.
(d) APPRAISAL RIGHTS. The information contained in the section of the
Proxy Statement entitled "THE MERGER -- Dissenters' Rights of Appraisal" is
hereby incorporated herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. No provisions have
been made in connection with the Merger to grant unaffiliated security holders
access to STV's corporate files or to obtain counsel or appraisal services at
STV's expense.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. The information contained in the section of the Proxy
Statement entitled "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY" is hereby
incorporated herein by reference.
(b), (c) SIGNIFICANT CORPORATE EVENTS; NEGOTIATIONS OR CONTACTS. The
information contained in the section of the Proxy Statement entitled "THE MERGER
- -- Discussions with Potential Acquirors" is hereby incorporated herein by
reference.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information contained in the section of the Proxy Statement entitled "THE MERGER
- -- Interests of Certain STV Directors, Officers and Shareholders in the Merger"
is hereby incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information contained in the
section of the Proxy Statement entitled "THE MERGER AGREEMENT -- Effect on
Capital Stock" is hereby incorporated herein by reference.
(c) PLANS. The information contained in the sections of the Proxy
Statement entitled "THE MERGER -- Effects of the Merger," "-- Interests of
Certain STV Directors, Officers and Shareholders in the Merger," "-- Financing
for the Merger," "INFORMATION ABOUT MERGER SUBSIDIARY" and "DIVIDENDS" is hereby
incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (c) PURPOSES; REASONS. The information contained in the sections
of the Proxy Statement entitled "THE MERGER -- Recommendations of the Special
Committee and Board of Directors; Fairness of the Merger" and "-- Purpose and
Structure of the Merger" is hereby incorporated herein by reference.
(b) ALTERNATIVES. The information contained in the section of the Proxy
Statement entitled "THE MERGER --Discussions with Potential Acquirors" is hereby
incorporated herein by reference.
(d) EFFECTS. The information contained in the sections of the Proxy
Statement entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "THE MERGER --
Purpose and Structure of the Merger," "-- Effects of the Merger," "-- Interests
of Certain STV Directors, Officers and Shareholders in the Merger," "--
Accounting Treatment of the Merger," "-- Material Federal Income Tax
Consequences to STV, the ESOP and Public Shareholders," "-- Dissenters' Rights
of Appraisal," "THE MERGER AGREEMENT" and "FEES AND EXPENSES" is hereby
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b) FAIRNESS; FACTORS CONSIDERED IN DETERMINING FAIRNESS. The
information contained in the sections of the Proxy Statement entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER," "SUMMARY - Our Recommendations to Public
Shareholders; Fairness of the Merger," "-- Fairness Opinion," "THE SPECIAL
MEETING -- Voting Information," "THE MERGER -- Recommendations of the Special
Committee and Board of Directors; Fairness of the Merger" and "-- Opinion of
Financial Advisor to the Special Committee," in Appendix B of the Proxy
Statement (Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.),
and in Exhibit 1 to the Letter to ESOP Participants from LaSalle Bank, N.A.,
Trustee of the ESOP, dated , 2001 (Opinion of Willamette Management Associates)
is hereby incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information contained in the
section of the Proxy Statement entitled "THE SPECIAL MEETING -- Voting
Information" is hereby incorporated herein by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information contained in the
sections of the Proxy Statement entitled "SUMMARY -- Our Recommendations to
Public Shareholders; Fairness of the Merger," "-- Fairness Opinion," "THE MERGER
- -- Background of the Merger" and "-- Recommendations of the Special Committee
and Board of Directors; Fairness of the Merger" is hereby incorporated herein by
reference.
(e) APPROVAL OF DIRECTORS. The information contained in the sections of
the Proxy Statement entitled "SUMMARY -- Our Recommendations to Public
Shareholders; Fairness of the Merger," "THE MERGER -- Background of the Merger"
and "-- Recommendations of the Special Committee and Board of Directors;
Fairness of the Merger" is hereby incorporated herein by reference.
(f) OTHER OFFERS. The information contained in the section of the Proxy
Statement entitled "THE MERGER - Discussions with Potential Acquirors" is hereby
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) REPORT, OPINION OR APPRAISAL; PREPARER AND SUMMARY OF THE
REPORT, OPINION OR APPRAISAL; AVAILABILITY OF DOCUMENTS. The information
contained in the sections of the Proxy Statement entitled "SUMMARY - Fairness
Opinion," "THE MERGER -- Background of the Merger," " -- Recommendations of the
Special Committee and Board of Directors; Fairness of the Merger," " -- Opinion
of Financial Advisor to the Special Committee" and "-- Opinion of Financial
Advisor to Trustee of the ESOP," in Appendix B of the Proxy Statement (Opinion
of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.), and in Exhibit 1 to
the Letter to ESOP participants from LaSalle Bank N.A., Trustee of the ESOP,
dated , 2001 (Opinion of Willamette Management Associates) is hereby
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) SOURCE OF FUNDS; CONDITIONS; BORROWED FUNDS. The
information contained in the section of the Proxy Statement entitled "THE MERGER
- -- Financing for the Merger" is hereby incorporated herein by reference. The
Company has no alternative financing arrangements or alternative financing plans
if the primary financing is not available.
(c) EXPENSES. The information contained in the section of the Proxy
Statement entitled "FEES AND EXPENSES" is hereby incorporated herein by
reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information contained in the section of
the Proxy Statement entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" is hereby incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. The information contained in the section
of the Proxy Statement entitled "COMMON STOCK PURCHASE INFORMATION" is hereby
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information contained in the sections of the Proxy Statement entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER," "SUMMARY - Record Date, Voting Power," and "THE
SPECIAL MEETING -- Voting Information" is hereby incorporated herein by
reference.
(e) RECOMMENDATIONS TO OTHERS. The information contained in the
sections of the Proxy Statement entitled "SUMMARY - Our Recommendation to Public
Shareholders; Fairness of the Merger" and "THE MERGER -- Recommendations of the
Special Committee and Board of Directors; Fairness of the Merger" is hereby
incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information contained in the sections of
the Proxy Statement entitled "SELECTED CONSOLIDATED FINANCIAL DATA," and
"FINANCIAL INFORMATION FOR SIX MONTHS ENDED MARCH 31, 2001" and the financial
information contained in the Company's Annual Report on Form 10-K for fiscal
year ended September 30, 2000, filed with the Commission on December 29, 2000,
is hereby incorporated herein by reference.
(b) PRO FORMA INFORMATION. The information contained in the section of
the Proxy Statement entitled "UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS" is hereby incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b) SOLICITATIONS OR RECOMMENDATIONS; EMPLOYEES AND CORPORATE
ASSETS. The information contained in the sections of the Proxy Statement
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "THE MERGER -- Background of
the Merger," "THE SPECIAL MEETING --Solicitation; Revocation and Use of Proxies"
and "FEES AND EXPENSES" is hereby incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. None.
ITEM 16. EXHIBITS.
(a)(1) Preliminary Proxy Statement in connection with Special Meeting
of Shareholders of STV Group, Incorporated to be held , 2001.
(a)(2) Letter to ESOP Participants from LaSalle Bank, N.A., Trustee
of the ESOP, dated , 2001 (the "ESOP Letter").
*(a)(3) Informational booklet regarding the 13e-3 transaction that was
distributed to employees of STV Group, Incorporated on May 3,
2001.
**(a)(4) Letter announcing the 13e-3 transaction that was distributed
to employees of STV Group, Incorporated on May 1, 2001.
(b) Fleet National Bank Commitment Letter dated April 27, 2001.
(c)(1) Opinion of Houlihan, Lokey, Howard & Zukin Financial Advisors,
Inc. (incorporated herein by reference to Appendix B of the
Proxy Statement).
(c)(2) Presentation by Houlihan, Lokey, Howard & Zukin Financial
Advisors, Inc. to the Special Committee and the Board of
Directors of STV on April 30, 2001.
(c)(3) Opinion of Willamette Management Associates (incorporated
herein by reference to Exhibit 1 to the ESOP Letter).
(d)(1) Agreement and Plan of Merger, dated April 30, 2001, by and
between STV and the ESOP (incorporated herein by reference to
Appendix A of the Proxy Statement).
(f) Subchapter 15D of the Pennsylvania Business Corporation Law
(incorporated herein by reference to Appendix C of the Proxy
Statement).
(g) Not applicable.
(h) Not applicable.
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* Incorporated by reference to the Schedule 14A Information Statement filed
with the Commission on May 3, 2001 by STV Group, Incorporated.
** Incorporated by reference to the Schedule 14A Information Statement filed
with the Commission on May 1, 2001 by STV Group, Incorporated.
SIGNATURES
After due inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned hereby certify that the
information set forth in this statement is true, complete and correct.
STV GROUP, INCORPORATED
By: /s/ Dominick M. Servedio
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Dominick M. Servedio
President and Chief Executive Officer
LASALLE BANK, N.A., TRUSTEE OF THE
EMPLOYEE STOCK OWNERSHIP PLAN OF STV
GROUP, INCORPORATED
By: /s/ E. Vaughn Gordy
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E. Vaughn Gordy
Senior Vice President
Dated: May 16, 2001