-----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, JfVzJDL3xMWeNKquf0Bq9W6n7TATmJ6oOrBhqu6+1/n0/EELmbP0jgzQ4Yasqkx/ ekzRBmn3W1vZytc1V0cd9Q== 0000950152-03-005067.txt : 20030506 0000950152-03-005067.hdr.sgml : 20030506 20030506113559 ACCESSION NUMBER: 0000950152-03-005067 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030506 GROUP MEMBERS: A. CORYDON MEYER GROUP MEMBERS: CAROL B. LASCALA GROUP MEMBERS: GARY W. ZIMMERMAN GROUP MEMBERS: JOHN G. JACOB GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND, L.P. GROUP MEMBERS: TCW ASSET MANAGEMENT COMPANY GROUP MEMBERS: TCW SPECIAL CREDITS GROUP MEMBERS: THE TCW GROUP, INC. GROUP MEMBERS: TRUST COMPANY OF THE WEST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACORN PRODUCTS INC CENTRAL INDEX KEY: 0001036713 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 223265462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51197 FILM NUMBER: 03683503 BUSINESS ADDRESS: STREET 1: 390 W NATIONWIDE BLVD CITY: COLUMBUS STATE: OH ZIP: 43215-1930 BUSINESS PHONE: 6142224400 MAIL ADDRESS: STREET 1: 390 W NATIONWIDE BLVD CITY: COLUMBUS STATE: OH ZIP: 43215-1930 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACORN MERGER CORP CENTRAL INDEX KEY: 0001218771 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 390 W NATIONWIDE BLVD CITY: COLUMBUS STATE: OH ZIP: 43216 MAIL ADDRESS: STREET 1: 390 W NATIONWIDE BLVD CITY: COLUMBUS STATE: OH ZIP: 43216 SC 13E3/A 1 l00758asc13e3za.txt ACORN MERGER CORP. & GROUP MEMBERS | SC 13E3/A ================================================================================ 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 ================================================================================ Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $1,574,202.00 $142.25 ================================================================================ * 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 ------------------------------------ THE TCW GROUP, INC. By: /s/ Lazarus N. Sun ------------------------------------ Name: Lazarus N. Sun Title: Authorized Signatory TRUST COMPANY OF THE WEST By: /s/ Matthew Barrett ------------------------------------ Name: Matthew Barrett Title: Authorized Signatory By: /s/ Kenneth Liang ------------------------------------ Name: Kenneth Liang Title: Authorized Signatory TCW ASSET MANAGEMENT COMPANY By: /s/ Matthew Barrett ------------------------------------ Name: Matthew Barrett Title: Authorized Signatory By: /s/ Kenneth Liang ------------------------------------ Name: Kenneth Liang Title: Authorized Signatory OAKTREE CAPITAL MANAGEMENT, LLC By: /s/ Vincent J. Cebula ------------------------------------ Name: Vincent J. Cebula Title: Managing Director By: /s/ Stephen A. Kaplan ------------------------------------ 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 ------------------------------------- TCW SPECIAL CREDITS By: TCW Asset Management Company Its: Managing General Partner By: /s/ Matthew Barrett ------------------------------------ Name: Matthew Barrett Title: Authorized Signatory By: /s/ Kenneth Liang ------------------------------------ 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 ------------------------------------ Name: Vincent J. Cebula Title: Managing Director By: /s/ Stephen A. Kaplan ------------------------------------ Name: Stephen A. Kaplan Title: Principal A. CORYDON MEYER /s/ A. Corydon Meyer - -------------------------------------------- A. Corydon Meyer, an Individual JOHN G. JACOB /s/ John G. Jacob - -------------------------------------------- John G. Jacob, an Individual GARY W. ZIMMERMAN /s/ Gary W. Zimmerman - -------------------------------------------- Gary W. Zimmerman, an Individual CAROL B. LASCALA /s/ Carol B. LaScala - -------------------------------------------- Carol B. LaScala, an Individual EX-99.A.5 3 l00758aexv99waw5.txt EX-99(A)(5) PRESS RELEASE EXHIBIT (A)(5) FOR IMMEDIATE RELEASE ACORN PRODUCTS ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION COLUMBUS, Ohio, May 5, 2003 -- Acorn Products, Inc. ("Acorn") announced today that Acorn Merger Corporation ("AMC"), an affiliate of investment funds controlled by Oaktree Capital Management, LLC, has completed the "short form" merger of AMC into Acorn. Under the terms of the merger, Acorn stockholders who are not stockholders of AMC will receive $3.50 per share in cash after delivering their Acorn shares to a designated paying agent. Stockholders of record will be sent written procedures for exchanging their certificate for cash within 10 days. Additionally, Acorn's common stock will no longer be traded on the Nasdaq Stock Market. Acorn Products, Inc., through its operating subsidiary UnionTools, Inc., is a leading manufacturer and marketer of non-powered lawn and garden tools in the United States. Acorn's principal products include long handle tools (such as forks, hoes, rakes, and shovels), snow tools, posthole diggers, wheelbarrows, striking tools, and cutting tools. Acorn sells its products under a variety of well-known brand names, including Razor-Back(TM), Union(TM), Yard 'n Garden(TM), and Perfect Cut(TM). In addition, Acorn manufactures private label products for a variety of retailers. Acorn's customers include mass merchants, home centers, buying groups, and farm and industrial suppliers. Razor-Back(TM), Union(TM), Yard 'n Garden(TM), and Perfect Cut(TM) are registered trademarks of Acorn. Contact: John G. Jacob, Vice President and Chief Financial Officer of Acorn Products, Inc. (614) 222-4400. -----END PRIVACY-ENHANCED MESSAGE-----