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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
CONSO INTERNATIONAL CORPORATION
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(Name of the Issuer)
CONSO INTERNATIONAL CORPORATION
CIC ACQUISITION CO.
CIC ACQUISITION SUB, INC.
J. CARY FINDLAY
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(Name of Persons Filing Statement)
COMMON STOCK
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(Title of Class of Securities)
20854R 10 5
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(CUSIP Number of Class of Securities)
J. Cary Findlay
Conso International Corporation
513 North Duncan Bypass
Union, South Carolina 29379
Telephone 864/427-9004
Copies to:
J. Norfleet Pruden, III Geoffrey W. Levin
Kennedy Covington Lobdell & Hickman, LLP Kirkland & Ellis
Bank of America Corporate Center, Suite 4200 Citicorp Center
100 North Tryon Street 153 East 53rd Street
Charlotte, North Carolina 28202-4006 New York, New York 10022-4675
Telephone 704/331-7442 Telephone 212/446-4904
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(Name, Address and Telephone Number of Person 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: [ ]
Calculation Of Filing Fee
Transaction Valuation(1) Amount Of Filing Fee
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$66,928,500 $13,385.70
[x] 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: $13,385.70
Filing party: Conso International Corporation
Form or registration no.: Schedule 14A - Preliminary Proxy Statement
Date filed: October 20, 1999
(1) Pursuant to Exchange Act Rule 0-11(b), 7,436,500 shares of Common
Stock of the Issuer are valued at $9.00 per share, based upon cash
merger consideration per share.
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INTRODUCTORY NOTE
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") relates to the proposed merger (the
"Merger") of CIC Acquisition Sub, Inc., a South Carolina corporation
("Acquisition Sub"), with and into Conso International Corporation, a South
Carolina corporation (the "Company"), pursuant to the Merger Agreement dated as
of October 5, 1999, by and among the Company, Acquisition Sub and CIC
Acquisition Co., a Delaware corporation ("Parent"), and the related Plan of
Merger. In the Merger, certain shares of the Company's Common Stock held by J.
Cary Findlay, the Company's Chairman of the Board, President and Chief
Executive Officer, will be converted into stock of the surviving corporation.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Definitive Proxy
Statement (the "Proxy Statement"), filed by the Corporation with the Securities
and Exchange Commission on the date hereof of the information required to be
included in response to the items of Schedule 13E-3. The information set forth
in the Proxy Statement (including the appendixes thereto) is hereby expressly
incorporated herein by reference and the responses to each item are qualified
in their entirety by the information contained in the Proxy Statement.
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CROSS REFERENCE SHEET
Item in Schedule 13E-3 Caption or Location in Proxy Statement
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Item 1(a) Outside Front Cover Page; "Summary - The
Parties to the Transaction"; "The Special
Meeting - General"; "Certain Information
Concerning the Transaction Participants -
Conso"
Item 1(b) "Summary -- The Special Meeting"; "The
Special Meeting - Record Date and Voting"
Items 1(c), (d) and (f) "Comparative Market Price Data and
Dividends"
Item 1(e) Not applicable
Items 2(a) - (d) and (g) "Summary - The Parties to the Transaction";
"Certain Information Concerning the
Transaction Participants"
Items 2(e) and (f) Neither J. Cary Findlay nor any of the
directors or executive officers of the
Company, Acquisition Sub or Parent (a) was,
during the last five years, convicted in a
criminal proceeding (excluding traffic
violations and similar proceedings) or (b)
was a party to a civil proceeding of a
judicial or administrative body of
competent jurisdiction and as a result of
such proceeding was or is subject to a
judgment, decree or final order enjoining
further violations of, or prohibiting
activities subject to, federal or state
securities laws or finding any violation of
such laws.
Items 3(a) and (b) "Summary - The Merger Agreement";
"Comparative Market Price Data and
Dividends"; "Special Factors - Background
of the Merger"; "Special Factors -
Interests of Certain Persons in the
Merger"; "The Merger Agreement"; "Financing
of the Merger
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Item 4(a) "Summary"; "Special Factors"; "The Special
Meeting"; "The Merger"; "The Merger
Agreement"; Appendix A.
Item 4(b) "Summary - The Parties to the Transaction";
"Summary - The Merger"; "Summary - Certain
Effects of the Merger"; "Summary -
Interests of Certain Persons in the
Merger"; "Summary - The Merger Agreement";
"Summary - Financing of the Merger";
"Special Factors -- Certain Effects of the
Merger"; "Special Factors - Background of
the Merger"; "Special Factors - Interests
of Certain Persons in the Merger"; "The
Merger - Effects of the Merger"; "The
Merger - Plans or Proposals After the
Merger"; "The Merger Agreement -
Consideration to Be Received by
Shareholders"; "Financing of the Merger -
General"; "Financing of the Merger - Equity
Investments"
Items 5(a) - (g) "Summary - Certain Effects of the Merger";
"Special Factors - Certain Effects of the
Merger"; "Special Factors - Interests of
Certain Persons in the Merger"; "The Merger
- Effects of the Merger"; "The Merger -
Plans or Proposals After the Merger";
"Financing of the Merger - Equity
Investment"; "Certain Information
Concerning The Transaction Participants -
Directors and Executive Officers of Conso";
"Certain Information Concerning The
Transaction Participants - Parent and
Acquisition Sub"
Item 6(a) "Summary - Interests of Certain Persons in
the Merger"; "Summary - Financing of the
Merger"; "Special Factors - Interests of
Certain Persons in the Merger"; "Financing
of the Merger"
Item 6(b) "The Merger Agreement - Termination Fees;
Expenses"
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Item 6(c) "Financing of the Merger - Senior Credit
Facility"
Item 6(d) Not Applicable
Items 7(a) - (d) "Summary - Certain Effects of the Merger";
"Summary - Interests of Certain Persons in
the Merger"; "Summary - U.S. Federal Income
Tax Consequences"; "Special Factors -
Background of the Merger"; "Special Factors
- Conso's Reasons for the Merger;
Recommendation of the Board of Directors";
"Special Factors - Certain Effects of the
Merger"; "Special Factors - Interests of
Certain Persons in the Merger"; "Special
Factors - U.S. Federal Income Tax
Consequences of the Merger to
Shareholders"; "Special Factors - Effect of
the Merger on Conso Stock Options"
Items 8(a) - (f) "Summary - Quorum and Vote Required";
"Special Factors - Background of the
Merger"; "Special Factors - Opinion of
Financial Advisor"; "Special Factors -
Conso's Reasons for the Merger;
Recommendation of the Board of Directors";
"Special Factors - Conso's and J. Cary
Findlay's Belief as to the Fairness of the
Merger"; "Special Factors - Parent's and
Acquisition Sub's Belief as to the Fairness
of the Merger"; "The Special Meeting -
Record Date and Voting"
Items 9(a) - (c) "Special Factors - Background of the
Merger"; "Special Factors - Opinion of
Financial Advisors"; Appendix C
Item 10(a) "Security Ownership of Certain Beneficial
Owners and Management"
Item 10(b) "Comparative Market Price Data and Dividends"
Item 11 "Summary - Interests of Certain Persons in
the Merger"; "Special Factors - Interests
of Certain Persons in the Merger"; "The
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Special Meeting - Record Date and Voting";
"The Merger Agreement"; Appendix A
Items 12(a) and (b) "Summary - Voting of Shares of Certain
Holders"; "Special Factors - Conso's
Reasons for the Merger; Recommendation of
the Board of Directors"; "Special Factors -
Interests of Certain Persons in the
Merger"; "The Special Meeting - Record Date
and Voting"
Items 13(a) and (b) "Summary - Dissenter's Rights"; "The
Merger - Dissenter's Rights"; Appendix B
Item 13(c) Not Applicable
Items 14 (a) "Selected Historical Consolidated Financial
Data"
Item 14 (b) Not Applicable
Item 15(a) "Summary"; "Special Factors - Background of
the Merger"; "Special Factors - Opinion of
Financial Advisor"; "Special Factors -
Interests of Certain Persons in the
Merger"; "The Special Meeting -
Solicitation of Proxies"
Item 15(b) Not Applicable
Item 16 Proxy Statement (and Appendixes thereto)
generally
Item 17(e) Appendix B
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) Reference hereby is made to the information set forth on the cover
page and the headings "Summary - The Parties to the Transaction", "The
Special Meeting - General" and "Certain Information Concerning the
Transaction Participants - Conso" of the Proxy Statement, which
information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the
headings "Summary - The Special Meeting" and "The Special Meeting -
Record Date and Voting" in the Proxy Statement, which information is
incorporated herein by reference.
(c) Reference hereby is made to the information set forth under the
heading "Comparative Market Price Data and Dividends" in the Proxy
Statement, which information is incorporated herein by reference.
(d) Reference hereby is made to the information set forth under the
heading "Comparative Market Price Data and Dividends" in the Proxy
Statement, which information is incorporated herein by reference.
(e) Not applicable.
(f) Reference hereby is made to the information set forth under the
heading "Comparative Market Price Data and Dividends" in the Proxy
Statement, which information is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) Reference hereby is made to the information set forth
under the headings "Summary - The Parties to the Transaction" and
"Certain Information Concerning the Transaction Participants" in the
Proxy Statement, which information is incorporated herein by
reference.
(e)-(f) Neither J. Cary Findlay nor any of the directors or executive officers
of the Company, Acquisition Sub or Parent (a) was, during the last
five years, convicted in a criminal proceeding (excluding traffic
violations and similar proceedings) or (b) was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) Reference hereby is made to the information set forth under the
headings "Summary - The Merger Agreement," "Comparative Market Price
Data and Dividends," "Special Factors - Background of the Merger,"
"Special Factors - Interests of Certain Persons in the Merger," "The
Merger Agreement" and "Financing of the Merger" in the Proxy
Statement, which information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the
headings "Summary - The Merger Agreement," "Comparative Market Price
Data and Dividends," "Special Factors - Background of the Merger,"
"Special Factors - Interests of Certain Persons in the Merger," "The
Merger Agreement" and "Financing of the Merger" in the Proxy
Statement, which information is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Reference hereby is made to the information set forth under the
headings "Summary," "Special Factors,", "The Special Meeting," "The
Merger," "The Merger Agreement" and Appendix A in the Proxy Statement,
which information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under the
headings "Summary - The Parties to the Transaction," "Summary - The
Merger," "Summary - Certain Effects of the Merger," "Summary -
Interests of Certain Persons in the Merger," "Summary - The Merger
Agreement," "Summary - Financing of the Merger," "Special Factors -
Background of the Merger," "Special Factors - Certain Effects of the
Merger," "Special Factors - Interests of Certain Persons in the
Merger," "The Merger - Effects of the Merger," "The Merger - Plans or
Proposals After the Merger," "The Merger Agreement - Consideration to
Be Received by Shareholders," "Financing of the Merger - General" and
"Financing of the Merger - Equity Investments" in the Proxy Statement,
which information is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) Reference hereby is made to the information set forth under the
headings "Summary - Certain Effects of the Merger," "Special Factors -
Certain Effects of the Merger," "Special Factors - Interests of
Certain Persons in the Merger," "The Merger - Effects of the Merger"
"The Merger - Plans or Proposals After the Merger," "Financing of the
Merger - Equity Investment," "Certain Information Concerning The
Transaction Participants - Directors and Executive Officers of Conso,"
and "Certain Information Concerning The Transaction Participants -
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Parent and Acquisition Sub" in the Proxy Statement, which information
is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference hereby is made to the information set forth under the
headings "Summary - Interests of Certain Persons in the Merger,"
"Summary - Financing of the Merger," "Special Factors - Interests of
Certain Persons in the Merger" and "Financing of the Merger" in the
Proxy Statement, which information is incorporated herein by
reference.
(b) Reference hereby is made to the information set forth under the
heading "The Merger Agreement - Termination Fees; Expenses" in the
Proxy Statement, which information is incorporated herein by
reference.
(c) Reference hereby is made to the information set forth under the
heading "Financing of the Merger - Senior Credit Facility" in the
Proxy Statement, which information is incorporated herein by
reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) Reference hereby is made to the information set forth under the
headings "Summary - Certain Effects of the Merger," "Summary -
Interests of Certain Persons in the Merger," "Summary - U.S. Federal
Income Tax Consequences," "Special Factors - Background of the Merger,"
"Special Factors - Conso's Reasons for the Merger; Recommendation of
the Board of Directors," "Special Factors - Certain Effects of the
Merger," "Special Factors - Interests of Certain Persons in the Merger"
and "Special Factors - U.S. Federal Income Tax Consequences of the
Merger to Shareholders," "Special Factors - Effect of the Merger on
Conso Stock Options" in the Proxy Statement, which information is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) Reference hereby is made to the information under the headings
"Summary - Quorum and Vote Required," "Special Factors - Background of
the Merger," "Special Factors - Opinion of Financial Advisor,"
"Special Factors - Conso's Reasons for the Merger; Recommendation of
the Board of Directors," "Special Factors - Conso's and J. Cary
Findlay's Belief as to the Fairness of the Merger," "Special Factors -
Parent's and Acquisition Sub's Belief as to the Fairness of the
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Merger" and "The Special Meeting - Record Date and Voting" in the Proxy
Statement, which information is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) Reference hereby is made to the information under the headings
"Special Factors - Background of the Merger," "Special Factors -
Opinion of Financial Advisor" and in Appendix C in the Proxy
Statement, which information is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reference hereby is made to the information under the heading
"Security Ownership of Certain Beneficial Owners and Management" in
the Proxy Statement, which information is incorporated herein by
reference.
(b) Reference hereby is made to the information under the heading
"Comparative Market Price Data and Dividends" in the Proxy Statement,
which information is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Reference hereby is made to the information under the headings
"Summary - Interests of Certain Persons in the Merger," "Special
Factors - Interests of Certain Persons in the Merger," "The Special
Meeting - Record Date and Voting," "The Merger Agreement" and the
information in Appendix A in the Proxy Statement, which information is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) Reference hereby is made to the information under the headings
"Summary - Voting of Shares of Certain Holders," "Special Factors -
Conso's Reasons for the Merger; Recommendation of the Board of
Directors," "Special Factors - Interests of Certain Persons in the
Merger" and "The Special Meeting - Record Date and Voting," of the
Proxy Statement, which information is incorporated herein by
reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a)-(b) Reference hereby is made to the information under the headings
"Summary - Dissenter's Rights," "The Merger - Dissenter's Rights" and
in Appendix B in the Proxy Statement, which information is
incorporated herein by reference.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) Reference hereby is made to the information under the heading
"Selected Historical Consolidated Financial Data" in the Proxy
Statement, which information is incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The Issuer is engaged in the Rule 13e-3 transaction. As such, its
officers and employees are being used in connection with the Rule
13e-3 transaction. Reference hereby is made to the information under
the headings "Summary," "Special Factors Background of the Merger,"
"Special Factors - Opinion of Financial Advisor" and "Special Factors
- Interests of Certain Persons in the Merger" in the Proxy Statement,
which information is incorporated herein by reference.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
Reference hereby is made to the Proxy Statement, the Appendixes
thereto and the exhibits hereto, which contain additional information
regarding the Merger, which information is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Commitment Letter, dated October 1, 1999, by and among Suntrust
Equitable Securities Corporation, Suntrust Bank, Atlanta, Suntrust
Banks, Inc., Citicorp Venture Capital Limited and CIC Acquisition Co.*
(b) (1) Opinion of The Robinson-Humphrey Company, LLC (Attached as
Appendix C to the Proxy Statement and incorporated herein by
reference)
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(2) The Robinson-Humphrey Company, LLC Presentation to the Special
Committee of the Board of Directors of the Company on October 5, 1999
(filed herewith)
(c) (1) Merger Agreement, dated as of October 5, 1999, by and among
Parent, Acquisition Sub, and the Company (Attached as Appendix A to
the Proxy Statement and incorporated herein by reference)
(2) Support Agreement, dated as of October 5, 1999, between CIC
Acquisition Sub, Inc. and J. Cary Findlay*
(3) Confidentiality Agreement dated May 5, 1999 referred to in
Section 4.3 of the Merger Agreement*
(d) Definitive Proxy Statement (filed by the Company on the date hereof
and incorporated herein by reference)
(e) Chapter 13 of the South Carolina Business Corporation Act (Attached as
Appendix B to the Proxy Statement and incorporated herein by
reference)
(f) Not applicable.
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* Previously filed.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: December 8, 1999
CONSO INTERNATIONAL CORPORATION
By /s/ J. Cary Findlay
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Name: J. Cary Findlay
Title: Chairman, President and Chief
Executive Officer
CIC ACQUISITION CO.
By /s/ Michael Bradley
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Name: Michael Bradley
Title: Vice President
CIC ACQUISITION SUB, INC.
By /s/ Michael Bradley
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Name: Michael Bradley
Title: Vice President
/s/ J. Cary Findlay
-------------------------------------------
J. Cary Findlay
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a) Commitment Letter, dated October 1, 1999, by and among Suntrust
Equitable Securities Corporation, Suntrust Bank, Atlanta, Suntrust
Banks, Inc., Citicorp Venture Capital Limited and CIC Acquisition Co.*
(b)(1) Opinion of The Robinson-Humphrey Company, LLC (Attached as Appendix C
to the Proxy Statement and incorporated herein by reference)
(b)(2) The Robinson-Humphrey Company, LLC Presentation to the Special
Committee of the Board of Directors of the Company on October 5, 1999
(filed herewith)
(c)(1) Merger Agreement, dated as of October 5, 1999, among Parent,
Acquisition Sub, and the Company (Attached as Appendix A to the Proxy
Statement and incorporated herein by reference)
(c)(2) Support Agreement, dated as of October 5, 1999, between CIC
Acquisition Sub, Inc. and J. Cary Findlay*
(c)(3) Confidentiality Agreement dated May 5, 1999 referred to in Section 4.3
of the Merger Agreement*
(d) Definitive Proxy Statement (filed by the Company on the date hereof
and incorporated herein by reference)
(e) Chapter 13 of the South Carolina Business Corporation Act (Attached as
Appendix B to the Proxy Statement and incorporated herein by
reference)
(f) Not applicable.
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* Previously filed.
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