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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement under Section 13(e) of the
Securities Exchange Act of 1934
AMENDMENT NO. 3
(FINAL AMENDMENT)
ACORN PRODUCTS, INC.
(Name of Issuer)
THE TCW GROUP, INC.
TRUST COMPANY OF THE WEST
TCW ASSET MANAGEMENT COMPANY
TCW SPECIAL CREDITS
OAKTREE CAPITAL MANAGEMENT, LLC
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
A. CORYDON MEYER
JOHN G. JACOB
GARY W. ZIMMERMAN
CAROL B. LaSCALA
(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
004857 20 7
(CUSIP Number of Class of Securities)
Vincent J. Cebula
Oaktree Capital Management, LLC
1301 Avenue of the Americas, 34th Floor
New York, New York 10019
Phone: (212) 284-1900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
COPIES TO:
John G. Jacob
Acorn Products, Inc.
390 West Nationwide Boulevard
Columbus, Ohio 43215
(614) 222-4400
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-1953
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14(C) 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. [x] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies [ ].
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X].
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$1,574,202.00 $142.25
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* Calculated for purposes of determining the filing fee only and in accordance
with Rule 0-11(b)(2) under the Securities Exchange Act of 1934, as amended, by
multiplying 449,772 (the number of shares of common stock held by stockholders
other than Parent immediately prior to the proposed transaction including shares
issuable concurrently therewith) by $3.50, the price to be paid per share.
[x] Check the 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: $142.25
Form or Registration No.: Schedule 13E-3 and Amendment No. 1 thereto
Filing Party: Filing Persons Listed Above
Date Filed: February 21, 2003 and April 7, 2003
INTRODUCTION
This Amendment No. 3 to Schedule 13E-3 amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 (as amended, the "13E-3
Statement") originally filed with the U.S. Securities and Exchange Commission
("SEC") on February 21, 2003, as amended and supplemented by a filing of
Amendment No. 1 to Schedule 13E-3 on April 7, 2003, and Amendment No. 2 to
Schedule 13E-3 on April 11, 2003, by (i) Acorn Merger Corporation, a Delaware
corporation ("Parent"), (ii) The TCW Group, Inc. ("TCWG"), (iii) Trust Company
of the West ("TCW"), (iv) TCW Asset Management Company ("TAMCO"), (v) TCW
Special Credits ("Special Credits"), (vi) Oaktree Capital Management, LLC
("Oaktree"), (vii) OCM Principal Opportunities Fund, L.P. ("Oaktree Fund"),
(viii) A. Corydon Meyer ("Meyer"), (ix) John G. Jacob ("Jacob"), (x) Gary W.
Zimmerman ("Zimmerman"), and Carol B. LaScala ("LaScala", and collectively with
Parent, TCWG, TCW, TAMCO, Special Credits, Oaktree and Oaktree Fund, the "Filing
Persons"), in connection with the "short form" merger (the "Merger") of Parent
into Acorn Products, Inc., a Delaware corporation (the "Company"), pursuant to
Section 253 of the Delaware General Corporation Law. All information set forth
herein should be read in conjunction with the information contained or
incorporated by reference in the 13E-3 Statement. Unless otherwise indicated,
capitalized terms used and not defined herein have the respective meanings
ascribed thereto in the 13E-3 Statement.
This final amendment to Schedule 13E-3 is being filed with the SEC
pursuant to the requirements of Rule 13e-3(d)(3) promulgated under the
Securities Exchange Act of 1934, as amended, to report the results of the
transactions contemplated by the Merger. Parent, which was a party to the
Merger, is not a filing party of this final amendment to the Schedule 13E-3
because it was merged with and into the Company, with the Company being the
surviving entity.
The Merger became effective on May 5, 2003, when a Certificate of
Ownership and Merger was filed with the Secretary of State of Delaware (the
"Effective Time"). Pursuant to the Certificate of Ownership and Merger, each
outstanding share of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), except for shares of Common Stock held by Parent immediately
prior to the Merger or in respect of which the holder perfects its appraisal
rights under Delaware law, was converted into the right to receive $3.50 in
cash, without interest. At the Effective Time, public trading in the Common
Stock ceased and the Company requested that the Common Stock be delisted from
the Nasdaq SmallCap Market.
On May 5, 2003, the Company issued a press release announcing completion
of the Merger and such press release is filed as Exhibit (a)(5) hereto.
SECTION 16. EXHIBITS
(a)(5) Press Release, dated May 5, 2003, announcing completion of the
Merger.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amended statement is true, complete and
correct.
Dated: May 6, 2003
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THE TCW GROUP, INC.
By: /s/ Lazarus N. Sun
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Name: Lazarus N. Sun
Title: Authorized Signatory
TRUST COMPANY OF THE WEST
By: /s/ Matthew Barrett
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Name: Matthew Barrett
Title: Authorized Signatory
By: /s/ Kenneth Liang
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Name: Kenneth Liang
Title: Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ Matthew Barrett
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Name: Matthew Barrett
Title: Authorized Signatory
By: /s/ Kenneth Liang
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Name: Kenneth Liang
Title: Authorized Signatory
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Vincent J. Cebula
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Name: Vincent J. Cebula
Title: Managing Director
By: /s/ Stephen A. Kaplan
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Name: Stephen A. Kaplan
Title: Principal
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amended statement is true, complete and
correct.
Dated: May 6, 2003
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TCW SPECIAL CREDITS
By: TCW Asset Management Company
Its: Managing General Partner
By: /s/ Matthew Barrett
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Name: Matthew Barrett
Title: Authorized Signatory
By: /s/ Kenneth Liang
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Name: Kenneth Liang
Title: Authorized Signatory
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC
Its: General Partner
By: /s/ Vincent J. Cebula
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Name: Vincent J. Cebula
Title: Managing Director
By: /s/ Stephen A. Kaplan
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Name: Stephen A. Kaplan
Title: Principal
A. CORYDON MEYER
/s/ A. Corydon Meyer
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A. Corydon Meyer, an Individual
JOHN G. JACOB
/s/ John G. Jacob
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John G. Jacob, an Individual
GARY W. ZIMMERMAN
/s/ Gary W. Zimmerman
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Gary W. Zimmerman, an Individual
CAROL B. LASCALA
/s/ Carol B. LaScala
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Carol B. LaScala, an Individual