-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TOsa/SQx/l0rqOZ4l0tLConMhgX29zukUgoGxnSSfccBfu4qJc+yxlbLLvBza9DK O3lpgPleWnBE7sQWWk84Tg== 0000950115-99-000956.txt : 19990630 0000950115-99-000956.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950115-99-000956 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLONDER TONGUE LABORATORIES INC CENTRAL INDEX KEY: 0001000683 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521611421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-52487 FILM NUMBER: 99654380 BUSINESS ADDRESS: STREET 1: ONE JAKE BROWN RD STREET 2: PO BOX 1000 CITY: OLD BRIDGE STATE: NJ ZIP: 08857 BUSINESS PHONE: 9086794000 MAIL ADDRESS: STREET 1: ONE JAKE BROWN ROAD CITY: OLD BRIDGE STATE: NJ ZIP: 08857 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUKSCH JAMES A CENTRAL INDEX KEY: 0001007621 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: ONE JAKE BROWN RD STREET 2: C/O BLONDER TONGUE LABORATORIES INC CITY: OLD BRIDGE STATE: NJ ZIP: 08857 BUSINESS PHONE: 9086794000 MAIL ADDRESS: STREET 1: ONE JAKE BROWN RD STREET 2: C/O BLONDER TONGUE LABORATORIES INC CITY: OLD BRIDGE STATE: NJ ZIP: 08857 SC 13E4/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- Amendment No. 2 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------- Blonder Tongue Laboratories, Inc. (Name of Issuer) Blonder Tongue Laboratories, Inc. (Name of Person(s) Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 093698-10-8 (CUSIP Number of Class of Securities) James A. Luksch Chairman, President and Chief Executive Officer Blonder Tongue Laboratories, Inc. One Jake Brown Road Old Bridge, New Jersey 08857 (732) 679-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies To: Gary P. Scharmett Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, Pennsylvania 19103 (215) 564-8000 May 17, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee Transaction Valuation** Amount of Filing Fee $6,000,000 $1,200 ** Pursuant to Rule 0-11(b)(1), the transaction valuation was calculated based upon the maximum cash consideration which may be paid to stockholders of the issuer in the issuer tender offer. |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. Amount previously paid: $1,200 Filing party: Blonder Tongue Laboratories, Inc. Form or Registration No.: Date filed: May 17, 1999 Schedule 13E-4 The Issuer Tender Offer Statement on Schedule 13E-4, dated as of May 17, 1999, as amended by Amendment No. 1 dated as of May 24, 1999 (the "Issuer Tender Offer Statement"), relating to the offer by Blonder Tongue Laboratories, Inc. (the "Company") to purchase 750,000 shares (or such lesser number of shares as are properly tendered and not withdrawn) of its common stock, par value $.001 per share (the "Shares"), at a price not greater than $8.00 nor less than $6.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 17, 1999, and in the related Letter of Transmittal, which together constitute the "Offer," is hereby amended to incorporate the additional information and exhibits set forth below. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) is amended by adding the following paragraphs: The Offer expired at 5:00 P.M., New York City time, on Tuesday, June 22, 1999. On June 23, 1999, the Company announced the preliminary results of the Offer. Based on a final count by the Depositary, approximately 1.6 million Shares were tendered and 750,000 Shares were accepted for purchase at a price of $7.00 per Share. The pro-ration factor was approximately 92.69%. As of June 22, 1999, the Company had 8,291,803 shares of common stock outstanding. Following the purchase of shares tendered, the Company will have approximately 7,541,803 shares of common stock outstanding. The Company has obtained the funds necessary to purchase common stock in the tender offer by entering into an amended and restated loan agreement with its bank, expiring on September 30, 1999. The new loan agreement allows the Company to utilize its revolving line of credit with the bank to pay for stock purchased by the Company in the tender offer and all expenses of the Company incurred in the transaction as an interim measure pending the Company negotiating with the bank a separate lending facility under the loan agreement, to be used for this purpose. The Company anticipates finalizing this lending facility on or before September 30, 1999. Payment for shares validly tendered and accepted will be made promptly, subject to proper delivery of shares according to the terms of the tender offer. The information set forth in the press release dated January 23, 1999, included herewith as Exhibit (a)(11), is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended to include the following additional exhibits: (a)(11) Form of Press Release issued by the Company dated June 23, 1999. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule 13E-4 is true, complete and correct. BLONDER TONGUE LABORATORIES, INC. By: /s/ James A. Luksch --------------------------- James A. Luksch Chairman, President and Chief Executive Officer Dated: June 28, 1999 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99-(a)(11) Form of Press Release issued by the Company dated June 23, 1999. EX-99.A11 2 PRESS RELEASE EX-99.A11 (NJ-BLONDER TONGUE) (BDR) Blonder Tongue Announces Preliminary Results of Self Tender Offer OLD BRIDGE, N.J.--June 23, 1999--Blonder Tongue Laboratories, Inc. (AMEX: "BDR") announced today the preliminary results of its "Dutch Auction" issuer tender offer, which expired at 5:00 P.M., New York City time, on June 22, 1999. Based on a preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, approximately 1.6 million shares of common stock were tendered and 750,000 shares have been accepted for purchase at a price of $7.00 per share. Due to the over-subscription, shares tendered at or below the purchase price to be paid by the Company will be pro-rated, except for "odd lots" (holdings of fewer than 100 shares by a holder who tenders all of such shares in the tender offer), which will be purchased in full. The pro-ration factor is estimated to be approximately 92.69%, including shares tendered pursuant to guaranteed delivery. The determination of the specific shares to be purchased and the purchase price are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Blonder Tongue commenced the tender offer on May 17, 1999, at which time it announced its intention to purchase up to 750,000 shares of its common stock at a purchase price not greater than $8.00 nor less than $6.00 per share. As of June 22, 1999, Blonder Tongue had 8,291,803 shares of common stock outstanding. Following the purchase of shares tendered, Blonder Tongue will have approximately 7,541,803 shares of common stock outstanding. Blonder Tongue has obtained the funds necessary to purchase common stock in the tender offer by entering into an amended and restated loan agreement with its bank, expiring on September 30, 1999. The new loan agreement allows the Company to utilize its revolving line of credit with the bank to pay for stock purchased by the Company in the tender offer and all expenses of the Company incurred in the transaction as an interim measure pending the Company negotiating with the bank a separate lending facility under the loan agreement to be used for this purpose on or before September 30, 1999. Payment for shares validly tendered and accepted will be made promptly, subject to proper delivery of shares according to the terms of the tender offer. Blonder Tongue Laboratories is a designer, manufacturer, and supplier of a comprehensive line of electronics and systems equipment for the franchised and private cable television industries. Founded in 1950, Blonder Tongue has grown to be one of the leaders in cable television equipment manufacturing. For more information, please visit the Company's web site at www.blondertongue.com or contact the Company directly at (732) 679-4000. To receive Blonder Tongue's latest news releases and other corporate announcements via fax, at no cost, dial 1-800-PRO-INFO; use the Company's symbol BDR or visit The Financial Relations Board's web site at www.frbinc.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The information set forth above includes "forward-looking" statements and, accordingly, the cautionary statements contained in Blonder Tongue's Annual Report and Form 10-K for the year ended December 31, 1998 (See Item 1: Business and Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations), and other filings with the Securities and Exchange Commission are incorporated herein by reference. Blonder Tongue's actual results may differ from the anticipated results or other expectations expressed in Blonder Tongue's "forward-looking" statements. CONTACT: Blonder Tongue James A. Luksch Chairman, President and Chief Executive Officer 732/679-4000 or The Financial Relations Board Susan Jayson - General Info, 212/661-8030 Brian Gill - Analyst Info, 212/661-8030 Deanne Eagle - Media Info, 212/661-8030 -----END PRIVACY-ENHANCED MESSAGE-----