General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 13 54K
2: EX-99.1 Joint Filing Agreement 1 8K
3: EX-99.2 Agreement and Plan of Merger 63 248K
4: EX-99.3.1 Tender and Voting Agreement 12 40K
5: EX-99.3.2 Tender and Voting Agreement 12 37K
6: EX-99.3.3 Tender and Voting Agreement 12 38K
7: EX-99.3.4 Tender and Voting Agreement 12 38K
8: EX-99.3.5 Tender and Voting Agreement 12 38K
9: EX-99.4.1 Credit Agreement 132 486K
10: EX-99.4.2 Commitment Letter 21 83K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PARAVANT INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.015 PER SHARE
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(Title of Class of Securities)
69937610 9
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(CUSIP Number)
NINA L. DUNN
DRS TECHNOLOGIES, INC.
5 SYLVAN WAY
PARSIPPANY, NJ 07054
(973) 898-1500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
JEFFREY W. TINDELL
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
(212) 735-3000
OCTOBER 23, 2002
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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, as amended ("Exchange Act") or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
CUSIP No. 699376109
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DRS Technologies, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, WC, OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF 3,929,452
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH
None
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10. SHARED DISPOSITIVE POWER
3,929,452
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,929,452
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
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14. TYPE OF REPORTING PERSON
CO
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2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prince Merger Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF 3,929,452
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH
None
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,929,452
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,929,452
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
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14. TYPE OF REPORTING PERSON
CO
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3
The information set forth in response to each separate Item shall be
deemed to be a response to all Items where such information is relevant.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
shares (the "Shares") of common stock, par value $0.015 per share, of Paravant
Inc., a Florida corporation (the "Company"). The principal executive offices of
the Company are located at 89 Headquarters Plaza North, Suite 1421, Morristown,
NJ 07960.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by DRS Technologies, Inc., a
Delaware corporation ("Parent"), and Prince Merger Corporation, a Florida
corporation ("Purchaser"). The agreement by and among Parent and Purchaser
relating to the joint filing of this Statement is attached as Exhibit 1 hereto.
Parent's principal business address is 5 Sylvan Way, Parsippany, NJ
07054. Purchaser's principal business address is 5 Sylvan Way, Parsippany, NJ
07054.
Parent is a leading supplier of defense electronics products and
systems. Purchaser is a wholly owned subsidiary of Parent and was formed for the
purpose of making a tender offer for all of the outstanding Shares of the
Company
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Parent and
Purchaser are set forth on Schedule I hereto.
Neither Parent nor Purchaser, nor, to the best of Parent's or
Purchaser's knowledge, has any of the individuals referred to in Schedule I,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding violations
with respect to such laws during the last five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Parent and Purchaser estimate that the total amount of funds
required to consummate the Offer and the Merger (both terms, as defined below),
and expected to be incurred by Parent, is estimated to be approximately $92
million plus any related transaction fees and expenses. Purchaser will acquire
all such funds from Parent, which intends to obtain funds from generally
available corporate funds, as well as in accordance with the terms of a Credit
Agreement, dated as of September 28, 2001, by and among Parent as borrower, the
lenders referred to therein, Wachovia Bank, N.A. (formerly known as First Union
National Bank) as administrative agent (the "Administrative Agent"), TD
Securities (USA) Inc. as syndication agent and Mellon Bank, N.A. as
documentation agent, as amended. Pursuant to the Credit Agreement, the lenders
therein have made available to
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Parent a $240,000,000 credit facility, consisting of a $100,000,000 revolving
credit commitment and a $140,000,000 term loan commitment. Under the terms of
the Credit Agreement, the consummation by Purchaser of the Offer and the Merger
would not be permitted unless, among other things, the approval of a majority of
the lenders thereunder is first obtained. On October 27, 2002, Parent entered
into a Commitment Letter with the Administrative Agent and certain of its
affiliates, including Wachovia Securities, Inc., pursuant to which such parties
have agreed (i) to seek a waiver of, or an amendment to, the provisions in the
Credit Agreement that prohibit the consummation of the Offer and the Merger by
Purchaser or (ii) alternatively, to enter into a replacement credit facility
which would permit the consummation of the Offer and the Merger by Purchaser.
ITEM 4. PURPOSE OF TRANSACTION.
On October 23, 2002, Parent, Purchaser and the Company entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Purchaser has commenced a tender offer (the "Offer") to purchase all issued and
outstanding Shares at a price of $4.75 per share, net to the seller in cash. The
Merger Agreement provides that as soon as practicable after the completion of
the Offer and satisfaction or waiver, if permissible, of all conditions to the
merger contemplated by the Merger Agreement (the "Merger"), Purchaser will be
merged with and into the Company, with the Company surviving the Merger as a
wholly owned subsidiary of Parent. At the effective time of the Merger (the
"Effective Time"), each Share then outstanding (other than Shares held by
Parent, Purchaser, the Company, or any wholly owned subsidiary of Parent or the
Company) will be converted into the right to receive $4.75 per Share, without
interest.
In connection with the signing of the Merger Agreement, Parent and
Purchaser have also entered into Tender and Voting Agreements, dated October 23,
2002 (the "Tender and Voting Agreements"), with each of Krishan K. Joshi, Vicky
M. Joshi, UES Inc., William K. Craven, Richard P. McNeight, James E. Clifford
and C. Hyland Schooley (collectively, the "Shareholders"). Pursuant to the
Tender and Voting Agreements attached as Exhibits 3.1 - 3.5, each Shareholder
has agreed, among other things, to tender all of such Shareholder's Shares
(approximately 22.6% of the Shares outstanding as of October 23, 2002) in the
Offer, and to grant Parent an irrevocable proxy with respect to the voting of
such Shareholder's Shares for the matters covered by the Tender and Voting
Agreements. This includes voting for the Merger and against any competing
transactions. The Tender and Voting Agreements provide that such agreements
shall terminate immediately upon the earliest to occur of (i) the mutual consent
of DRS and the respective Shareholders, (ii) the effective time of the Merger,
and (iii) the date of termination of the Merger Agreement in accordance with its
terms.
The foregoing summary of certain provisions of the Merger Agreement
and the Tender and Voting Agreements is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements.
Copies of the Merger Agreement and of the Tender and Voting Agreements are filed
as Exhibits 2 and 3.1 - 3.5, respectively, to this Statement and are
incorporated herein by reference.
Upon the consummation of the Merger, the directors of Purchaser
immediately prior to the effective time of the Merger will be the directors of
the Surviving
5
Corporation, until their respective successors are duly elected or appointed and
qualified. Upon consummation of the Merger, the officers of the Company
immediately prior to the effective time of the Merger will be the initial
officers of the Surviving Corporation, until their respective successors are
duly appointed.
At the effective time of the Merger, the Articles of Incorporation
of the Company will be amended and restated in their entirety to be identical to
the Articles of Incorporation of the Purchaser, as in effect immediately prior
to the Merger, until thereafter amended in accordance with Florida law and as
provided in such Article of Incorporation; provided, however, that at the
effective time of the Merger, Article I of the Articles of Incorporation of the
Surviving Corporation will be amended and restated in its entirety to read as
follows: "The name of the corporation is "Paravant." At the effective time of
the Merger, the Bylaws of the Company will be amended and restated in their
entirety to be identical to the Bylaws of the Purchaser, as in effect
immediately prior to the effective time of the Merger, until thereafter amended
in accordance with Florida law and as provided in such Bylaws.
Pursuant to the terms of the Merger Agreement, promptly upon the
purchase of, and payment for, a number of Shares that represents at least a
majority of the then outstanding Shares on a fully diluted basis pursuant to the
Offer, Parent shall be entitled to designate such number of directors, rounded
up to the next whole number, on the board of directors of the Company as is
equal to the product obtained by multiplying the total number of directors on
such board (after giving effect to the directors designated by Parent pursuant
to such right) by the percentage that the number of Shares so purchased and paid
for bears to the total number of Shares then outstanding. Notwithstanding the
foregoing, if Parent's designees are appointed or elected to the Company's board
of directors pursuant to the Merger Agreement, until the consummation of the
Merger the Company and Parent are obligated to use reasonable efforts to have at
least two (2) members of the Company's board of directors who are directors on
the date hereof and who are neither officers of the Company nor designees of
Parent.
If the Merger is consummated as planned, the Company's common stock
will be deregistered under the Securities Act of 1933, as amended, and delisted
from the Nasdaq National Market.
Except as set forth in this Item 4, neither Parent nor Purchaser has
any plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D (although,
subject to the provisions of the Merger Agreement, they reserve the right to
develop such plans).
References to, and descriptions of, the Merger, the Merger Agreement
and the Tender and Voting Agreements as set forth herein are qualified in their
entirety by reference to the copies of the Merger Agreement and the Tender and
Voting Agreements, respectively, included as Exhibits 2 and 3.1 through 3.5,
respectively, to this Statement, and such agreements are incorporated herein in
their entirety where such references and descriptions appear.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of October 23, 2002, Parent and Purchaser may be deemed to have
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of the 3,929,452 Shares which are subject to the Tender and Voting Agreements,
which represents approximately 22.6% of the Shares (based on the number of
Shares outstanding as of October 23, 2002). Parent and Purchaser expressly
disclaim any beneficial ownership of any of the Shares described in Item 4 until
such time as all transactions under the Merger Agreement and the Tender and
Voting Agreements are consummated.
(c) As described in Item 4 above, Parent and Purchaser entered into the
Tender and Voting Agreements and Merger Agreement within the last 60 days.
(d) Until the Shares are acquired pursuant to the Tender and Voting
Agreements and the Merger Agreement, none of the persons listed in Item 1 has a
right to receive dividends from, or the proceeds from the sale of the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the Tender and Voting
Agreements, to the knowledge of Parent or Purchaser, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
or listed on Schedule I and between such persons and any person with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated as of November 1, 2002, by and among DRS
Technologies, Inc. and Prince Merger Corporation.
2. Agreement and Plan of Merger, dated October 23, 2002, by and among DRS
Technologies, Prince Merger Corporation and Paravant Inc..
3.1. Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and Krishan K. Joshi, Vicky M. Joshi and UES Inc.
3.2. Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and William R. Craven.
3.3. Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and Richard P. McNeight.
3.4. Tender and Voting Agreement, dated as of October 2002, by and among
Parent, Purchaser and James E. Clifford.
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3.5. Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and C. Hyland Schooley.
4.1. Credit Agreement, dated as of September 28, 2001, by and among Parent
as borrower, the lenders referred to therein, Wachovia Bank, N.A. (formerly
known as First Union National) as administrative agent, TD Securities (USA) Inc.
as syndication agent and Mellon Investor Services LLC, N.A. as documentation
agent, as amended by the First Amendment on March 26, 2002, the Second Amendment
on May 23, 2002 and the Third Amendment on July 15, 2002.
4.2. Commitment Letter, dated October 27, 2002, among Parent, Wachovia
Securities, Inc. and Wachovia Bank, N.A.
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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: November 1, 2002
DRS TECHNOLOGIES, INC.
By: /s/ Nina L. Dunn
------------------------------
Name: Nina L. Dunn
Title: Executive Vice President,
General Counsel & Secretary
PRINCE MERGER CORPORATION
By: /s/ Nina L. Dunn
------------------------------
Name: Nina L. Dunn
Title: Executive Vice President & Secretary
SCHEDULE I
Following is a list of each executive officer and director of DRS
Technologies, Inc. and Prince Merger Corporation setting forth the business
address and present principal occupation or employment (and the name and address
of any corporation or organization in which such employment is conducted) of
each person. The persons named below are citizens of the United States and have
not, during the last five years, been convicted in a criminal proceeding or been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they are or were subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
DRS TECHNOLOGIES
[Enlarge/Download Table]
Name Principal Occupation Business Address
------------------------- -------------------------------- ------------------------------------
Executive Officers
Mark S. Newman Chairman of the Board, DRS Technologies, Inc.
President and Chief Executive 5 Sylvan Way
Officer Parsippany, NJ 07054
Richard A. Schneider Executive Vice President, DRS Technologies, Inc.
Chief Financial Officer and 5 Sylvan Way
Treasurer Parsippany, NJ 07054
Paul G. Casner, Jr. Executive Vice President and DRS Technologies, Inc.
Chief Operating Officer 5 Sylvan Way
Parsippany, NJ 07054
Nina Laserson Dunn Executive Vice President, DRS Technologies, Inc.
General Counsel and Secretary 5 Sylvan Way
Parsippany, NJ 07054
Robert F. Mehmel Executive Vice President, DRS Technologies, Inc.
Business Operations and Strategy 5 Sylvan Way
Parsippany, NJ 07054
Directors
Ira Albom Senior Vice President, 630 W. Germantown Pike, Suite. 450
Teleflex, Inc. Plymouth Meeting, PA 19462
Donald C. Fraser Director, 8 St Mary's Street
Boston University Photonics Boston, Massachusetts 02215
Center
William F. Heitmann Senior Vice President and 1095 Avenue of the Americas
Treasurer, Verizon New York, NY 10036
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[Enlarge/Download Table]
Name Principal Occupation Business Address
------------------------- -------------------------------- ------------------------------------
Communications, Inc.
Steven S. Honigman Partner, 40 West 57th Street
Thelen, Reid & Priest LLP New York, NY 10019
C. Shelton James President, C. S. James 310 East Royal Palm Road
Associates Boca Raton, Fl 33432
Mark N. Kaplan Of Counsel, Four Times Square
Skadden, Arps, Slate, Meagher & New York, New York 10036
Flom LLP
Stuart F. Platt Chairman, 14679 Henderson Road, NE
Hydro Wing Hawaii LLC Bainbridge Island, WA 98110
Dennis J. Reimer Director, National Memorial P.O. Box 889
Institute for the Prevention of 204 North Robinson,
Terrorism Suite 1404
Oklahoma City, Oklahoma 73101
Eric J. Rosen Managing Director, 712 5th Ave FL 40
Onex Investment Corp. New York, NY 10019-4108
Mark S. Newman Chairman of the Board, DRS Technologies, Inc.
President, Chief Executive 5 Sylvan Way
Officer and Director of DRS Parsippany, NJ 07054
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[Enlarge/Download Table]
PRINCE MERGER CORPORATION
Name Principal Occupation Business Address
------------------------- -------------------------------- ------------------------------------
Executive Officers
Mark S. Newman Chairman of the Board, DRS Technologies, Inc.
President, Chief Executive 5 Sylvan Way
Officer and Director, DRS Parsippany, NJ 07054
Technologies, Inc.
Richard A. Schneider Executive Vice President, Chief DRS Technologies, Inc.
Financial Officer and 5 Sylvan Way
Treasurer, DRS Technologies, Parsippany, NJ 07054
Inc.
Nina L. Dunn Executive Vice President, DRS Technologies, Inc.
General Counsel and Secretary, 5 Sylvan Way
DRS Technologies, Inc. Parsippany, NJ 07054
Directors
Mark S. Newman Chairman of the Board, DRS Technologies, Inc.
President, Chief Executive 5 Sylvan Way
Officer and Director, DRS Parsippany, NJ 07054
Technologies, Inc.
Nina L. Dunn Executive Vice President, DRS Technologies, Inc.
General Counsel and Secretary, 5 Sylvan Way
DRS Technologies, Inc. Parsippany, NJ 07054
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
------ --------
1. Joint Filing Agreement, dated November 1, 2002, between DRS
Technologies, Inc. and Prince Merger Corporation.
2. Agreement and Plan of Merger, dated October 23, 2002, by and among
DRS Technologies, Prince Merger Corporation and Paravant Inc..
3.1 Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and Krishan K. Joshi, Vicky M. Joshi and UES
Inc.
3.2 Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and William R. Craven.
3.3 Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and Richard P. McNeight.
3.4 Tender and Voting Agreement, dated as of October 2002, by and among
Parent, Purchaser and James E. Clifford.
3.5 Tender and Voting Agreement, dated as of October 23, 2002, by and
among Parent, Purchaser and C. Hyland Schooley.
4.1 Credit Agreement, dated as of September 28, 2001, by and among
Parent as borrower, the lenders referred to therein, Wachovia Bank,
N.A. (formerly known as First Union National) as administrative
agent, TD Securities (USA) Inc. as syndication agent and Mellon
Investor Services LLC, N.A. as documentation agent, as amended by
the First Amendment on March 26, 2002, the Second Amendment on May
23, 2002 and the Third Amendment on July 15, 2002.
4.2 Commitment Letter, dated October 27, 2002, among Parent, Wachovia
Securities, Inc. and Wachovia Bank, N.A.
13
Dates Referenced Herein and Documents Incorporated by Reference
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