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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/09/00 Haworth Inc SC 13D/A 2:43K Smed International Inc Warner Norcross… Judd/FA Haworth Acquisition Corp. Haworth Inc Haworth International, Ltd. Haworth, Inc. Haworth, Ltd. |
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial HTML 47K
Ownership
2: EX-99 Miscellaneous Exhibit HTML 7K
| Smed International / Haworth Schedule 13D Amendment No. 2 3-7-2000 |
SCHEDULE 13D
(Rule 13d-101)
Information To Be Included In Statements Filed
Pursuant To Rule 13d-1(a) And Amendments Thereto
Filed Pursuant To Rule 13d-2(a)
(Amendment No. 2)
SMED INTERNATIONAL INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
83169D
(CUSIP Number)
James R. Wiersma
Haworth, Inc.
One Haworth Center
Holland, Michigan 49423-9576
(616) 393-3000
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Jeffrey A. Ott
Warner Norcross & Judd LLP
111 Lyon Street, N.W., Ste. 900
Grand Rapids, Michigan 49503-2487
(616) 752-2000
March 7, 2000
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
The information required
on the remainder of this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act.
| CUSIP No. 83169D | 13D |
| (1) | NAME OF REPORTING PERSON | Haworth International, Ltd. |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
|
[X]
|
|
(b)
|
[ ]
|
| (3) | SEC USE ONLY: |
| (4) | SOURCE OF FUNDS | WC |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ]
|
|
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION | Michigan |
| NUMBER OF SHARES | (7) | SOLE VOTING POWER: |
8,381,871
|
|
| BENEFICIALLY OWNED | (8) | SHARED VOTING POWER: |
0
|
|
| BY REPORTING PERSON | (9) | SOLE DISPOSITIVE POWER: |
8,381,871
|
|
| WITH | (10) | SHARED DISPOSITIVE POWER: |
0
|
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON | |
| |
8,381,871
|
|
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES |
[ ]
|
|
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
97.8%
|
| (14) | TYPE OF REPORTING PERSON: | CO |
| CUSIP No. 83169D | 13D |
| (1) | NAME OF REPORTING PERSON | Haworth, Inc. |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
|
[X]
|
|
(b)
|
[ ]
|
| (3) | SEC USE ONLY: |
| (4) | SOURCE OF FUNDS | WC |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ]
|
|
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION | Michigan |
| NUMBER OF SHARES | (7) | SOLE VOTING POWER: |
8,381,871
|
|
| BENEFICIALLY OWNED | (8) | SHARED VOTING POWER: |
0
|
|
| BY REPORTING PERSON | (9) | SOLE DISPOSITIVE POWER: |
8,381,871
|
|
| WITH | (10) | SHARED DISPOSITIVE POWER: |
0
|
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON | |
| |
8,381,871
|
|
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES |
[ ]
|
|
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
97.8%
|
| (14) | TYPE OF REPORTING PERSON: | CO |
| CUSIP No. 83169D | 13D |
| (1) | NAME OF REPORTING PERSON | Haworth Acquisition Corp. |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
|
[X]
|
|
(b)
|
[ ]
|
| (3) | SEC USE ONLY: |
| (4) | SOURCE OF FUNDS | WC |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ]
|
|
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION | Alberta, Canada |
| NUMBER OF SHARES | (7) | SOLE VOTING POWER: |
8,381,871
|
|
| BENEFICIALLY OWNED | (8) | SHARED VOTING POWER: |
0
|
|
| BY REPORTING PERSON | (9) | SOLE DISPOSITIVE POWER: |
8,381,871
|
|
| WITH | (10) | SHARED DISPOSITIVE POWER: |
0
|
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON | |
| |
8,381,871
|
|
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES |
[ ]
|
|
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
97.8%
|
| (14) | TYPE OF REPORTING PERSON: | CO |
| CUSIP No. 83169D | 13D |
| (1) | NAME OF REPORTING PERSON | Haworth, Ltd. |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
|
[X]
|
|
(b)
|
[ ]
|
| (3) | SEC USE ONLY: |
| (4) | SOURCE OF FUNDS | WC |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ]
|
|
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION | Michigan |
| NUMBER OF SHARES | (7) | SOLE VOTING POWER: |
8,381,871
|
|
| BENEFICIALLY OWNED | (8) | SHARED VOTING POWER: |
0
|
|
| BY REPORTING PERSON | (9) | SOLE DISPOSITIVE POWER: |
8,381,871
|
|
| WITH | (10) | SHARED DISPOSITIVE POWER: |
0
|
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON | |
| |
8,381,871
|
|
| (12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES |
[ ]
|
|
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
97.8%
|
| (14) | TYPE OF REPORTING PERSON: | CO |
| Item 1. | Security and Issuer. |
The name of the issuer is SMED International
Inc. (the "Company"). The address of the Company's principal executive offices
is 10 SMED Lane, S.E., Calgary, Alberta, T2C 4T5, Canada. The title of the class
of equity securities to which this Schedule 13D relates is the Common Shares
of the Company together with the associated Rights under the Company's Rights
Plan.
| Item 2. | Identity and Background. |
(a), (b), (c) and (f): The information set forth in the sections entitled "Haworth Acquisition Corp.", and "Haworth, Inc." in the Offer and Circular of Haworth, Inc. and Haworth Acquisition Corp. dated January 31, 2000 (the "Offer and Circular") is incorporated herein by reference.
Haworth International, Ltd. is incorporated under the laws of Michigan. Its principal business is the manufacture, sale and marketing of office systems, furniture and seating. The address of its principal business and office is One Haworth Center, Holland, Michigan 49423-9576.
Haworth, Inc. is a wholly owned subsidiary of Haworth International, Ltd. and is incorporated under the laws of Michigan. Its principal business is the manufacture, sale and marketing of office systems, furniture and seating. The address of its principal business and office is One Haworth Center, Holland, Michigan 49423-9576.
Haworth Acquisition Corp. is a wholly owned subsidiary of Haworth, Inc. and is incorporated under the laws of Alberta, Canada. It was formed for the purpose of acquiring the stock of the Company. The address of its principal business and office is One Haworth Center, Holland, Michigan 49423-9576.
Haworth, Ltd. is a wholly owned subsidiary of Haworth, Inc. and is incorporated under the laws of Ontario, Canada. Its principal business is the manufacture, sale and marketing of office systems, furniture and seating. The address of its principal business and office is 33 Yonge Street, Suite 270, Toronto, Ontario M5E 1G4.
(d) and (e): None of
Haworth International, Ltd., Haworth, Inc., Haworth Acquisition Corp. or
Haworth, Ltd. nor, to the best of their knowledge, any of their directors
or officers, has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Haworth International, Ltd., Haworth,
Inc. and Haworth Acquisition Corp. will fund the purchase of the Common Shares
of the Company using available cash balances out of working capital. Haworth,
Ltd. has funded the purchase of Shares out of working capital. The information
set forth in the sections entitled "Payment for Deposited Securities" and "Source
of Funds" in the Offer and Circular is here incorporated by reference.
| Item 4. | Purpose of the Transaction. |
This Schedule 13D relates to a tender offer by Haworth Acquisition Corp., a wholly owned subsidiary of Haworth, Inc., and an indirect, wholly owned subsidiary of Haworth International, Ltd., to purchase all outstanding Common Shares (the "Shares") of the Company, together with Rights under the Company's Rights Plan, at a purchase price of Cdn. $24.00 per Share, net to the seller in cash, without interest, all upon the terms and subject to the conditions set forth in the Offer and Circular and in the related letter of transmittal (the "Letter of Transmittal"), which, together with any amendments or supplements thereto, collectively constitute the "Offer."
(a) through (g): The information set forth in the "Summary" section of the Offer and Circular and the sections of the Offer and Circular entitled "The Offer", "Conditions of the Offer", "Background To and Reasons For the Offer", "Purpose of the Offer and the Offeror's Plans for SMED", "Arrangements with Directors and Officers of SMED", "Information Concerning Securities of SMED", "Acquisition of Securities Not Deposited", "Commitments to Acquire Securities of SMED"and "Material Changes and Other Information" are incorporated herein by reference. The information set forth in the "Notice of Variation", dated February 22, 2000, filed as Exhibit 99.6 hereto, is also incorporated herein by reference.
(h), (i) and (j): The information set forth in the "Summary" section of the Offer and Circular and the sections entitled "Purpose of the Offer and the Offerer's Plans for SMED", "Information Concerning Securities of SMED", "Acquisition of Securities Not Deposited", "Commitments to Acquire Securities of SMED" and "Material Changes and Other Information" are incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
(a) The aggregate number of Shares of the Company as to which the reporting persons may be considered to have beneficial ownership is 8,381,871. According to a certified list of Shares outstanding as of January 18, 2000, this number represents approximately 97.8% of the number of the Company's outstanding Common Shares (excluding shares held in the treasury of the Company or by any subsidiary of the Company and shares subject to outstanding options).
(b)
The reporting persons have sole power to dispose or to direct the disposition
of all 8,381,871 of the Shares. The information set forth in Item 2 of this
Schedule is here incorporated by reference.
(c) None of Haworth International, Ltd., Haworth, Inc., Haworth Acquisition Corp. nor Haworth, Ltd. nor, to the best of their knowledge, any of their directors or officers, has, since the date of the last amendment to this Schedule 13D, been a party to any transactions in the Company's Common Shares, except for the acquisition of 7,960,571 Shares by Haworth Acquisition Corp. for Cdn. $24.00 cash per Share on March 7, 2000, pursuant to the Offer.
(d) and (e): Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities. |
The information set forth in the
"Summary" section of the Offer and Circular and the sections of the Offer and
Circular entitled "Acquisition of Securities Not Deposited", "Background To
and Reasons For the Offer", "Purpose of the Offer and the Offeror's Plans for
SMED", "Arrangements with Directors and Officers of SMED", "Financial Advisor
and Soliciting Dealer Group", "Holdings of Securities of SMED," and "Commitments
to Acquire Securities of SMED" are incorporated herein by reference. The information
set forth in the "Notice of Variation", dated February 22, 2000, filed as Exhibit
99.6 hereto, is also incorporated herein by reference.
| Item 7. | Material to Be Filed as Exhibits. |
| 99.1 | Offer and Circular dated January 31, 2000.* | |
| 99.2 | Letter of Transmittal.* | |
| 99.3 | Form of Pre-Acquisition Agreement dated as of January 25, 2000 between the Company and Haworth, Inc.** | |
| 99.4 | Form of Lock-Up Agreement among each of the Tendering Shareholders and Haworth Acquisition Corp.** | |
| 99.5 | Confidentiality Agreement dated December 30, 1999 between the Company and Haworth, Inc.** | |
| 99.6 | Notice of Variation dated February 22, 2000.*** | |
| 99.7 | Press Release issued by Haworth, Inc. dated March 8, 2000. | |
| * | Filed as an exhibit to the Schedule 14D-1F of Haworth International, Ltd., Haworth, Inc. and Haworth Acquisition Corp. filed with the Commission on February 2, 2000. Here incorporated by reference. |
| ** | Filed as an exhibit to the Schedule 13D of Haworth International, Ltd., Haworth, Inc. and Haworth Acquisition Corp. filed with the Commission on February 2, 2000. Here incorporated by reference. |
| *** | Filed as an exhibit to Amendment No. 1 to Schedule 14D-1F of Haworth International, Ltd., Haworth, Inc. and Haworth Acquisition Corp. filed with the Commission on February 25, 2000. Here incorporated by reference. |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
| Dated: March 9, 2000 | HAWORTH INTERNATIONAL, LTD.
By: /s/ Gerald B. Johanneson Name: Gerald B. Johanneson Title: President |
| Dated: March 9, 2000 | HAWORTH, INC.
By: /s/ Gerald B. Johanneson Name: Gerald B. Johanneson Title: President |
| Dated: March 9, 2000 | HAWORTH ACQUISITION CORP.
By: /s/ Gerald B. Johanneson Name: Gerald B. Johanneson Title: President |
| Dated: March 9, 2000 | HAWORTH, LTD.
By: /s/ Gerald B. Johanneson Name: Gerald B. Johanneson Title: President |
| Exhibit Number |
Document | ||
| 99.1 | Offer and Circular dated January 31, 2000.* | ||
| 99.2 | Letter of Transmittal.* | ||
| 99.3 | Form of Pre-Acquisition Agreement dated as of January 25, 2000 between the Company and Haworth, Inc.** | ||
| 99.4 | Form of Lock-Up Agreement among each of the Tendering Shareholders and Haworth Acquisition Corp.** | ||
| 99.5 | Confidentiality Agreement dated December 30, 1999 between the Company and Haworth, Inc.** | ||
| 99.6 | Notice of Variation dated February 22, 2000.*** | ||
| 99.7 | Press Release issed by Haworth, Inc. dated March 8, 2000. | ||
| * | Filed as an exhibit to the Schedule 14D-1F of Haworth International, Ltd., Haworth, Inc. and Haworth Acquisition Corp. filed with the Commission on February 2, 2000. Here incorporated by reference. |
| ** | Filed as an exhibit to the Schedule 13D of Haworth International, Ltd., Haworth, Inc. and Haworth Acquisition Corp. filed with the Commission on February 2, 2000. Here incorporated by reference. |
| *** | Filed as an exhibit to Amendment No. 1 to Schedule 14D-1F of Haworth International, Ltd., Haworth, Inc. and Haworth Acquisition Corp. filed with the Commission on February 25, 2000. Here incorporated by reference. |
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/9/00 | |||
| 3/8/00 | ||||
| 3/7/00 | ||||
| 2/25/00 | SC 13D/A | |||
| 2/22/00 | ||||
| 2/2/00 | SC 13D | |||
| 1/31/00 | ||||
| 1/25/00 | ||||
| 1/18/00 | ||||
| 12/30/99 | ||||
| List all Filings | ||||