SC 13E4: Issuer tender offer statement
Published on July 14, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
HARRIS & HARRIS GROUP, INC.
(Name of Issuer)
HARRIS & HARRIS GROUP, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
413833104
(CUSIP Number of Class of Securities)
Mel P. Melsheimer
Harris & Harris Group, Inc.
One Rockefeller Plaza
Rockefeller Center
New York, NY 10020
(212) 332-3600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Thomas A. Hale
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois
(312) 407-0835
July 14, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Amount of
Valuation* Filing Fee
$1,793,000 $359.00
* Calculated solely for purposes of determining the filing fee. This
amount assumes the purchase of 1,100,000 shares of Common Stock of
Harris & Harris Group, Inc. $1.63 per Share. The amount of the filing
fee was calculated in accordance with Section 13(e)(3) of the
Securities Exchange Act of 1934, as amended, and Rule 0-11 thereunder.
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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
relates to the tender offer by Harris & Harris Group, Inc., a New York
corporation (the "Company"), to purchase up to 1,100,000 shares of its
common stock, par value $0.01 per share, at a price of $1.63 per share the
"Shares"), net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 14,1999 (the
"Offer to Purchase") and the related Letter of Transmittal (which, as they
may be amended from time to time, are herein collectively referred to as
the "Offer"). Copies of the Offer to Purchase and Letter of Transmittal
are filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement
and are incorporated herein by reference.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Harris & Harris Group, Inc. The
address of its principal executive offices One Rockefeller Plaza,
Rockefeller Center, New York, New York 10020.
(b) The information set forth in "Introduction," "Section 1.
Price; Number of Shares of Common Stock" and "Section 10. Interest of
Directors and Executive Officers; Transactions and Arrangements Concerning
the Common Stock" in the Offer to Purchase is incorporated herein by
reference. The Offer is being made to all holders of Shares, including
officers, directors and affiliates of the Company, although the Company has
been advised that none of its directors or executive officers intends to
tender any Shares pursuant to the Offer.
(c) The information set forth in "Introduction" and "Section 9.
Price Range of Shares of Common Stock; Dividends" in the Offer to Purchase
is incorporated herein by reference.
(d) This Statement is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 12. Source and Amount
of Funds" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
(a)-(j) The information set forth in "Introduction," "Section 7.
Purpose of the Offer," "Section 10. Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares," "Section
11. Certain Effects of the Offer" and "Section 12. Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 10. Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" in
the Offer to Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "Section 7. Purpose of
the Offer" and "Section 10. Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares" in the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No persons have been employed, retained or are to be compensated by or
on behalf of the Company to make solicitaions or recommendations in
connection with the Offer.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) Reference is hereby made to the financial statements
included as part of Exhibit (a)(2) attached hereto, which are incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) The information set forth in "Introduction," and "Section
10. Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares" in the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(2) and (a)(3), respectively, is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Advertisement printed in The Wall Street Journal
(a)(2) Offer to Purchase dated July 14, 1999 (including Financial
Statements)
(a)(3) Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number).
(a)(4) Text of Press Release issued by the Company dated July 14,
1999.
(b) Not applicable.
(c) Letter dated July 1, 1999 from the Company to Ms. Susan
Egli.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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.
HARRIS & HARRIS GROUP, INC.
By: /s/ Mel P. Melshimer
---------------------------
Name: Mel P. Melshimer
Title: President and Chief Operating Officer
Dated: July 14, 1999
INDEX TO EXHIBITS
(a)(1) Advertisement printed in The Wall Street Journal
(a)(2) Offer to Purchase dated July 14, 1999 (including Financial
Statements)
(a)(3) Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number).
(a)(4) Text of Press Release issued by the Company dated July 14,
1999.
(b) Not applicable.
(c) Letter dated July 1, 1999 from the Company to Ms. Susan
Egli.
(d) Not applicable
(e) Not applicable.
(f) Not applicable.