-----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, I/kpVEN3n0WexzUI+dJaL2+G96gFDzL5gQU16J74XFGeOaadt33ttMFJhK99DCIY z/3Zsnt4sI5aEpUWMTXY1g== 0000908834-99-000102.txt : 19990331 0000908834-99-000102.hdr.sgml : 19990331 ACCESSION NUMBER: 0000908834-99-000102 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GROUP INC CENTRAL INDEX KEY: 0000906609 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 222902315 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-44593 FILM NUMBER: 99576915 BUSINESS ADDRESS: STREET 1: 2746 OLD U S 20 W STREET 2: PO BOX 1168 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192952200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GROUP INC CENTRAL INDEX KEY: 0000906609 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 222902315 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 2746 OLD U S 20 W STREET 2: PO BOX 1168 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192952200 SC 13E4/A 1 AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4/A (Amendment No. 3) ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) THE MORGAN GROUP, INC. (NAME OF ISSUER) THE MORGAN GROUP, INC. (NAME OF PERSON(S) FILING STATEMENT) CLASS A COMMON STOCK, $0.15 PAR VALUE 617358 10 6 (TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES) DENNIS R. DUERKSEN, CHIEF FINANCIAL OFFICER THE MORGAN GROUP, INC. 2746 OLD U.S. 20 WEST ELKHART, INDIANA 46514-1168 (219) 295-2000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS(S) FILING STATEMENT) Copy to: ERIC R. MOY, ESQ. BARNES & THORNBURG 11 SOUTH MERIDIAN STREET INDIANAPOLIS, INDIANA 46204 (317) 236-1313 February 22, 1999 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $1,000,000 $200.00 [1/50 X 1%] * Calculated solely for purposes of determining the filing fee, based upon the purchase of 100,000 shares at the maximum tender offer price per share of $10.00. [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: $200.00 Form or Registration No.: Schedule 13E-4 Filing Party: The Morgan Group, Inc. Date Filed: February 22, 1999 This Amendment No. 3 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") filed February 22, 1999 relating to the tender offer by The Morgan Group, Inc., a Delaware corporation (the "Company"), to purchase up to 100,000 shares of its Class A common stock, $.015 par value per share (the "Shares") at prices, net to the seller in cash, not greater than $10.00 nor less than $8.50 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 22, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). Copies of such documents are filed as Exhibits (a)(1) and (a)(2), respectively, to the Statement. ITEM 8. ADDITIONAL INFORMATION. Pursuant to the Offer, the Company accepted for payment 102,528 Shares at $9.00 per Share, which is the Purchase Price for the Offer. The Offer was oversubscribed, with 204,956.866 Shares validly tendered and not properly withdrawn at or below the Purchase Price. In addition to the 100,000 Shares for which the Offer was made, the Company exercised its option to purchase an additional 2,528 Shares, representing not more than 2% of its outstanding Shares, in accordance with the terms of the Offer. Following the purchase of Shares tendered, the Company will have approximately 1,249,807 Shares outstanding. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Form of Press Release issued by the Company, dated March 26, 1999. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13E-4 is true, complete and correct. THE MORGAN GROUP, INC. By: /s/ Dennis R. Duerksen ------------------------------ DENNIS R. DUERKSEN Chief Financial Officer Dated: March 29, 1999 EX-99 2 PRESS RELEASE THE MORGAN GROUP, INC. ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER Baltimore, Maryland -- March 29, 1999 -- The Morgan Group, Inc. (AMEX: "MG") announced today the final results of its "Dutch Auction" issuer tender offer. Because the offer was oversubscribed, shares tendered will be pro-rated, except for "odd lots" (or holdings of fewer than 100 shares), which will be purchased in full. The final pro-ration factor is 50%, as determined by American Stock Transfer & Trust Company, the Depositary for the tender offer. In addition to the 100,000 shares for which the Offer was made, the Company exercised its option to purchase an additional 2,528 shares of its Class A common stock, representing not more than 2% of its outstanding shares, in accordance with the terms of the Offer. As a result, and in accordance with its March 22, 1999 release of preliminary results, the Company accepted for purchase 102,528 shares at a price of $9.00 per share. The Morgan Group, Inc. commenced the tender offer on February 22, 1999, at which time it announced its intention to purchase up to 100,000 shares of its Class A common stock at a purchase price not greater than $10.00 nor less than $8.50 per share. The tender offer expired at 12:00 Midnight, New York City time, on March 19, 1999. Prior to the tender offer, the Morgan Group, Inc. had 1,352,335 shares of its Class A common stock outstanding. Following the purchase of shares tendered, the Morgan Group, Inc. will have approximately 1,249,807 shares of its Class A common stock outstanding. Payment for shares accepted, and the return of all other shares tendered, was completed March 29, 1999. The Morgan Group, Inc. is the nation's largest publicly owned company managing the delivery of manufactured homes, commercial vehicles and specialized equipment in the United States. The Company has a national network of approximately 1,530 independent owner-opeartors and 1,420 other drivers dispatched from 105 offices in 32 states. The Company also provides insurance and financial services through its wholly owned subsidiaries, Interstate Indemnity Company and Morgan Finance, Inc. Contact: Charles C. Baum Chairman and CEO The Morgan Group, Inc. Telephone: (410) 566-9200 Fax: (410) 947-0612 or Dennis R. Duerksen Chief Financial Officer The Morgan Group, Inc. Telephone: (219) 295-2200 Fax: (800) 285-0828 -----END PRIVACY-ENHANCED MESSAGE-----