Kleinerts Inc/PA – ‘SC 13E4/A’ on 6/13/97 re: Kleinerts Inc/PA

As of:  Friday, 6/13/97   ·   Accession #:  950115-97-939   ·   File #:  5-18903

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4/A   Amendment to Tender-Offer Statement -- Issuer          5     23K 
                          Tender Offer                                           
 4: EX-99.(A)(10)  Line of Credit Note                                 2     11K 
 2: EX-99.(A)(8)  Press Release                                        1      5K 
 3: EX-99.(A)(9)  Amendment to Loan Agreement                          6     22K 

SC 13E4/A   —   Amendment to Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

SC 13E4/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

SCHEDULE 13E-4/A

 ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)

(Amendment No. 1) 

KLEINERT'S, INC.
 ---------------------------------------
(Name of Issuer)

KLEINERT'S, INC.
 ---------------------------------------
(Name of Person(s) Filing Statement)

 Common Stock, par value $1.00 per share
 ---------------------------------------
(Title of Class of Securities)

 498552 10 8
 ---------------------------------------
 (CUSIP Number of Class of Securities)

 Mr. Gerald E. Monigle
Vice President - Finance
Kleinert's, Inc.
120 West Germantown Pike - Suite 100
Plymouth Meeting, PA 19462
610-828-7261
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
 Communications on Behalf of Person(s) Filing Statement)

Copy to:
 Steven N. Haas, Esquire
Cozen and O'Connor
1900 Market Street
Philadelphia, PA 19103
(215) 665-2000

April 15, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)

--------------

SC 13E4/A
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Item 1. Security and Issuer.                                                    

    (a) The name of the issuer is Kleinert's, Inc., a Pennsylvania corporation
(the "Company"), which has its principal executive offices at 120 West          
Germantown Pike, Suite 100, Plymouth Meeting, Pennsylvania 19462 (telephone     
number 610-828-7261).                                                           

     (b) This Schedule relates to the offer by the Company to purchase from each
record holder of its Common Stock, par value $1.00 per share ("Common Stock" or 
"Shares"), and from each beneficial holder of Shares who holds such Shares in   
"street name" through a broker, dealer, commercial bank, trust company or other 
nominee (individually, a "Record Holder" and collectively, "Record Holders"), up
to 1,000 Shares owned by such Record Holder (the "Maximum Tender Amount"), for  
$18.00 per Share, net to the seller in cash, upon the terms and subject to the  
conditions set forth in the Offer to Purchase dated April 15, 1997 (the "Offer  
to Purchase") and related Letter of Transmittal, copies of which are attached   
hereto as Exhibits (a)(1) and (a)(2), respectively. Reference is hereby made to 
the information set forth in the Offer to Purchase under the captions           
"Introduction," "Special Factors - Potential Conflicts of Interest," "The Offer 
- Number of Shares; Extension of Offer" and "The Offer - Transactions and       
Arrangements Concerning the Shares," which information is incorporated herein by
reference.                                                                      

  At the expiration of the offering period at 12:00 midnight, Philadelphia
time, on Friday, May 30, 1997, an aggregate of 290,004 Shares, including 175,000
Shares issued upon the exercise of certain outstanding stock options of the     
Company, had been validly tendered and not withdrawn. Pursuant to the terms of  
the Offer, the Company accepted for purchase and purchased all such tendered    
Shares.                                                                         

    (c) The Shares have been deregistered under the Securities Exchange Act of
1934 (the "Exchange Act") and have been delisted from the Nasdaq Stock Market   
National Market ("NNM"). There are now 178 record holders of the Company's      
Common Stock and 3,577,831 Shares outstanding. Reference is hereby made to the  
information set forth in the Offer to Purchase under the caption "The Offer -   
Price Range of Shares; Dividend Policy," which information is incorporated      
herein by reference.                                                            

(d) Not applicable.                                                   

Item 2. Source and Amount of Funds or Other Consideration.                      

(a) - (b) An aggregate of $5,220,072 was paid for the Shares purchased
pursuant to the Offer. The Company has entered into an amendment to its existing
Line of Credit and Term Loan Agreement with CoreStates Bank, N.A. pursuant to   
which the Company has borrowed an additional $6,000,000 under an unsecured line 
of credit facility principally to finance the purchase of the Shares in the     
Offer. The line of credit facility is convertible, at the option of the Company 
prior to July 15, 1997, into a term loan which matures in December 2004.        
Principal under the loan is payable in equal quarter-annual installments        
commencing September 1, 1997, and interest is payable at rates and at times     
determined by reference to LIBOR. Reference is hereby made to the information   
set forth in the Offer to Purchase under the captions "The Offer - Source and   
Amount of Funds," and "The Offer - Fees and Expenses," which information is     
incorporated herein by reference.                                               

Item 3. Purpose of Tender Offer and Plans or Proposals of the Issuer or         
Affiliate.                                                                      

     (a) - (j) The purpose of the Offer is to enable shareholders of the Company
to sell their Shares at a fair price and without the usual transaction costs    
associated with market sales, before the Shares are delisted from the NNM and   
deregistered under the Exchange Act. Reference is hereby made to the information
set forth in the Offer to Purchase on the front cover page thereof and under the
captions "Introduction," "Special Factors - Background of the Offer," "Special  
Factors - Purpose of the Offer," "Special Factors - Certain Effects of the      
Offer" and "The Offer - Effects of the Offer on the Market for Shares;          
Registration under the Exchange Act," which information is incorporated herein  
by reference.                                                                   

SC 13E4/A
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Item 4. Interest in Securities of the Issuer.                                   

Reference is hereby made to the information set forth in the Offer to 
Purchase under the captions "Introduction," "Special Factors - Background of the
Offer," "Special Factors - Potential Conflicts of Interest" and "The Offer -    
Transactions and Arrangements Concerning the Shares," which information is      
incorporated herein by reference.                                               

Item 5. Contracts, Arrangements, Understandings or Relationships With Respect to
the Issuer's Securities.                                        

Reference is hereby made to the information set forth in the Offer to 
Purchase under the captions "Special Factors - Background of the Offer" and "The
Offer - Transactions and Arrangements Concerning the Shares," which information 
is incorporated herein by reference.                                            

Item 6. Persons Retained, Employed or to be Compensated.                        

   No person has been retained to make solicitations or recommendations with
respect to the Offer. Reference is hereby made to the information set forth in  
the Offer to Purchase under the caption "The Offer - Fees and Expenses," which  
information is incorporated herein by reference.                                

Item 7. Financial Information.                                                  

(a) - (b) Reference is hereby made to the summary historical financial
information set forth in the Offer to Purchase under the caption "The Offer -   
Certain Information Concerning the Company," and to the information set forth in
the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 
1996, and the Quarterly Report on Form 10-Q for the fiscal quarter ended March  
1, 1997 which are attached to the Offer to Purchase as Annex B and Annex C,     
respectively, which information is incorporated herein by reference.            

Item 8. Additional Information.                                                 

(a) - (b) Not applicable.                                             

   (c) Reference is hereby made to the information set forth in the Offer to
Purchase under the caption "Special Factors - Purpose of the Offer" and "Special
Factors Certain Effect of the Offer," which information is incorporated herein  
by reference.                                                                   

(d) Not applicable.                                                   

   (e) Reference is hereby made to the information set forth in the Offer to
Purchase and Letter of Transmittal, which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, and incorporated herein by reference.                 

SC 13E4/A
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Item 9. Material to be Filed as Exhibits.                                       

(a)(1)  Offer to Purchase dated April 15, 1997.*                      

(a)(2)  Letter of Transmittal dated April 15, 1997.*                  

(a)(3)  Notice of Guaranteed Delivery.*                               

   (a)(4)  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees dated April 15, 1997.*                 

   (a)(5)  Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*           

(a)(6)  Letter to Shareholders of the Company.*                       

 (a)(7)  Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number.                       

(a)(8)  Press Release dated June 13, 1997.                            

(a)(9)  Fifth Amendment to Line of Credit and Term Loan               
Agreement dated June 11, 1997.                        

(a)(10) New Line of Credit Note dated June 11, 1997.                  

(b) Not applicable.                                                   

(c) Not applicable.                                                   

(d) Not applicable.                                                   

(e) Not applicable.                                                   

(f) Not applicable.                                                   

----------                                                                      
* Previously filed                                                              
 SIGNATURE

 After due 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. 

                          KLEINERT'S, INC.

Dated:  June 13, 1997                                                           

                                   By: /s/ Gerald E. Monigle
                                                ------------------------------
                                         Name: Gerald E. Monigle
                                                 Title: Vice President - Finance

SC 13E4/A
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 EXHIBIT INDEX

                                                                  Sequentially
Exhibit                                                              Numbered   
Number                    Description                                  Page     
-------                   -----------                              ------------ 

99(a)(8)       Press Release dated June 13, 1997.                               

99(a)(9)       Fifth Amendment to Line of Credit                                
and Term Loan Agreement dated June 11, 1997.      

99(a)(10)      New Line of Credit Note dated June 11, 1997.                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4/A’ Filing		Date		First		Last			Other Filings
		9/1/97		2
		7/15/97		2
Filed on:		6/13/97		4		5			15-12G,  SC 13E3/A
		6/11/97		4		5
		5/30/97		2
		4/15/97		1		4			SC 13E3,  SC 13E4
		3/1/97		3					10-Q
		11/30/96		3					10-K
									List all Filings