-----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, MNMzsYcv/jvTdD/044our2Nnpmd8M5Bl8f07IfEALYa3xSY4NO70hTnTCmnp3Zsr bQXGyzlaLADe2fTS7EYcYQ== 0000899140-99-000210.txt : 19990325 0000899140-99-000210.hdr.sgml : 19990325 ACCESSION NUMBER: 0000899140-99-000210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990323 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 133873847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12907 FILM NUMBER: 99571456 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 8-K 1 CURRENT REPORT ON FORM 8-K 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) March 23, 1999 -------------- Knoll, Inc. ----------- (Exact name of registrant as specified in its charter) Delaware 1-12907 13-3873847 - -------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1235 Water Street, East Greenville, Pennsylvania 18041 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (215) 679-7991 -------------- N/A ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On March 24, 1999, the Registrant issued a press release announcing that it had received a proposal from Warburg, Pincus Ventures, L.P. ("Warburg, Pincus") and certain members of the Registrant's management to acquire all of the outstanding shares of Knoll's common stock owned by public shareholders at a price of $25.00 per share. The letter from Warburg, Pincus making such proposal, filed herewith as Exhibit 99.1, and the press release, filed herewith as Exhibit 99.2, are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits: The following exhibits are filed as part of this report: 99.1 Letter of Warburg, Pincus Ventures, L.P., dated March 23, 1999. 99.2 Press Release of the Registrant, dated March 24, 1999. 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 ------------------------- Douglas J. Purdom Senior Vice President and Chief Financial Officer Dated: March 24, 1999 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Letter of Warburg, Pincus Ventures, L.P., dated March 23, 1999. 99.2 Press Release of the Registrant, dated March 24, 1999. EX-99.1 2 LETTER OF WARBURG, PINCUS VENTURES, L.P. WARBURG, PINCUS VENTURES, L.P. 466 Lexington Avenue New York, NY 10017-3147 Tel: (212) 878-0600 Fax: (212) 878-9351 Strictly Confidential --------------------- March 23, 1999 Board of Directors Knoll, Inc. 1235 Water Street East Greenville, PA 18041 Dear Board of Directors: On behalf of Warburg, Pincus Ventures, L.P. ("Warburg") and certain members of the management ("Management") of Knoll, Inc. ("Knoll"), we are pleased to make a proposal to acquire all outstanding shares of Knoll common stock ("Common Stock") not owned by Warburg or Management for a cash price of $25.00 per share. We believe this proposal, which will enable Knoll's public stockholders to receive cash for all of their shares, is fair and beneficial to those stockholders. Our offer represents an approximate 64% premium over the Common Stock's closing market price on March 23, 1999 of $15.25 per share. Consummation of the acquisition would be subject to approval by the Board of Directors and stockholders of Knoll, as well as to the receipt of financing, the execution of a definitive Board of Directors Knoll, Inc. March 23, 1999 Page 2 merger agreement and other conditions customary in a transaction of this type. Upon completion of the acquisition, the Common Stock will cease to be listed on the New York Stock Exchange and will be de-registered under the Securities Exchange Act of 1934. We anticipate no problem in obtaining the financing necessary to complete the transaction. We wish to make it clear that we are not interested in selling our interest in Knoll and that there are no prospects of a sale of a controlling interest to a third party. Thank you for your consideration of this proposal. Should you or your advisors have any questions about this offer, we are prepared to provide such further information as may be required. We look forward to your response. Sincerely, WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Jeffrey A. Harris ------------------------- Name: Jeffrey A. Harris Title: Managing Director EX-99.2 3 PRESS RELEASE [Knoll letterhead] KNOLL, INC. ANNOUNCES THAT WARBURG, PINCUS VENTURES, L.P. AND MANAGEMENT PROPOSE TO ACQUIRE OUTSTANDING SHARES AT $25.00 PER SHARE EAST GREENVILLE, PA, March 24, 1999 -- The board of directors of Knoll, Inc. (NYSE: KNL) announced today that it has received a proposal from Warburg, Pincus Ventures, L.P. and Knoll management to acquire all of the outstanding shares of Knoll's common stock owned by public shareholders at a price of $25.00 per share. Warburg, Pincus and Knoll management currently own approximately 60% of Knoll's outstanding shares. The board also authorized the appointment of a special committee consisting of independent members of the board of directors to consider the proposal. Founded in 1938, Knoll is a global office furnishings manufacturer committed to design excellence. The company's corporate headquarters is located in East Greenville, PA. #### -----END PRIVACY-ENHANCED MESSAGE-----