SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Zones, Inc.
Zones, Inc.
Zones Acquisition Corp.
Firoz Lalji
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(Name of Person(s) Filing Statement)
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Common Stock, no par value
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(Title of Class of Securities)
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624906 10 3
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(CUSIP Number of Class of Securities)
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Ronald P. McFadden
Chief Financial Officer
Zones, Inc.
1102 15th Street SW, Suite 102
Auburn, Washington 98001-6509
(253) 205-3000
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Firoz Lalji
Chief Executive Officer
Zones, Inc.
1102 15th Street SW, Suite 102
Auburn, Washington 98001-6509
(253) 205-3000
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with copies to:
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Gary J. Kocher
K&L Gates LLP
925 4
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Avenue, Suite 2900
Seattle, Washington 98104
(206) 623-7582
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Michael E. Morgan
Lane Powell PC
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
(206)
223-7000
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W. Michael Hutchings
DLA Piper US LLP
701 Fifth Avenue, Suite 7000
Seattle, WA 98104-7044
(206)
839-4800
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(Name, address and telephone number of person authorized to receive notices and communications on behalf of person(s) filing statement)
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This statement is filed in connection with (check the appropriate box):
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x
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A , Regulation 14C , or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
Check the following box if the filing is a final amendment reporting the results of the
transaction
¨
CALCULATION OF
FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$68,634,092
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$2,698
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* Calculated solely for the purpose of determining the filing fee, the transaction valuation was determined
based on the product of the 7,934,577 shares of common stock that may be exchanged for cash in the transaction multiplied by the merger consideration of $8.65 per share. (The Total Consideration).
** In accordance with Exchange Act Rule 0-11(c), the filing fee was determined by multiplying 0.0000393 by the Total Consideration.
x
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Check the 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.
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Amount Previously Paid:
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$2,698
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Form or Registration No.:
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Schedule 14A Preliminary Proxy Statement
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Filing Party:
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Zones, Inc.
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Date Filed:
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August 22, 2008
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INTRODUCTION
This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the
Transaction Statement
), is being filed with the Securities and Exchange Commission
(
SEC
) by (a) Zones, Inc., a Washington corporation (the
Company
), the issuer of the common stock that is subject to the Rule 13e-3 transaction, (b) Zones Acquisition Corp., a Washington
corporation (
Merger Sub
), and (c) Firoz Lalji, an individual and the Chairman of the Board of Directors and Chief Executive Officer of the Company (collectively, the
Filing Persons
).
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of July 30, 2008 (the
Merger Agreement
), by and
between the Company and Merger Sub. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the
Merger
). At the effective time of the Merger, each issued and outstanding share of common stock of the Company (the
Common Stock
), other than any shares owned by Mr. Lalji and certain related parties who
will remain shareholders of the Company (collectively, the
Continuing Investors
), Merger Sub, the Company, and any shareholders who are entitled to and who properly exercise dissenters rights under Washington law, will be
converted into the right to receive $8.65 in cash, without interest.
Concurrently with the filing of this Transaction Statement, the
Company is filing with the SEC a preliminary Proxy Statement (the
Proxy Statement
) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), relating to the special meeting of
the shareholders of the Company at which the shareholders of the Company will consider and vote upon a proposal to approve the merger and approve and adopt the Merger Agreement and the transactions contemplated thereby. The approval of the merger,
together with the approval and adoption of the Merger Agreement and the transactions contemplated thereby, requires the affirmative vote of (a) the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at the
special meeting and (b) the holders of a majority of the number of shares of Common Stock present in person or by proxy and voting at the special meeting (other than the Continuing Investors).
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes, exhibits and appendices thereto, is
expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross references below are being supplied pursuant to General
Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to
completion or amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been
provided by such Filing Person and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.
Item 1. Summary Term Sheet
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
Item 2. Subject Company Information
(a)
Name and Address
. The Companys name and the address
and telephone number of its principal executive office are as follows: Zones, Inc., 1102 15th Street SW, Suite 102, Auburn, Washington 98001-6509, (253) 205-3000.
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(b)
Securities.
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
THE SPECIAL MEETINGRecord Date and Quorum
(c)
Trading Market and Price.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEETMarket Price of Zones Common Stock and Dividend Information
SPECIAL FACTORSEffects of the Merger
IMPORTANT INFORMATION REGARDING ZONESMarket Price of Zones Common Stock and Dividend Information
(d)
Dividends.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SUMMARY TERM SHEETMarket Price of Zones Common Stock and Dividend Information
IMPORTANT INFORMATION
REGARDING ZONESMarket Price of Zones Common Stock and Dividend Information
(e)
Prior Public Offerings.
None.
(f)
Prior Stock Purchases.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING ZONESTransactions in Common Stock
Item 3. Identity and Background of Filing Person
(a)
Name and Address.
Zones, Inc. is the subject
company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
THE
PARTIES TO THE MERGER
IMPORTANT INFORMATION REGARDING ZONESDirectors and Executive Officers of Zones
(b)
Business and Background of Entities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETThe Parties to the Merger
THE PARTIES TO THE MERGER
IMPORTANT INFORMATION REGARDING ZONES
IMPORTANT INFORMATION REGARDING MERGER SUB
(c)
Business and Background of Natural Persons.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING THE CONTINUING SHAREHOLDERS
3
Item 4. Terms of the Transaction
(a)
Material Terms.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORS
THE SPECIAL MEETING
THE
MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Different Terms.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain Persons in the Merger
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the
Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
THE MERGER AGREEMENT
(d)
Appraisal Rights.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEETDissenters Rights
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGRights of Shareholders Who Object to the Merger
DISSENTERS RIGHTS
ANNEX CREVISED CODE OF WASHINGTON TITLE 23B WASHINGTON BUSINESS CORPORATION ACT CHAPTER 13 DISSENTERS RIGHTS
(e)
Provisions for Unaffiliated Security Holders.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSProvisions for the Non-Continuing Shareholders
(f)
Eligibility for Listing or Trading.
Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain Persons in the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
(b)
Significant Corporate Events.
The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEETThe Merger
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
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SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our
Board of Directors; Fairness of the Merger
SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to
the Fairness of the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
THE SPECIAL MEETINGVote Required for Approval and Adoption
THE MERGER
AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Negotiations or Contacts.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain Persons in the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
(e)
Agreements Involving the Subject Companys Securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGVote Required for
Approval and Adoption
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
THE MERGER
AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
WHERE YOU CAN FIND MORE INFORMATION
Item 6. Purposes of the Transaction and Plans or Proposals
(b)
Use of Securities Acquired.
The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSPurpose and Reasons for the Merger for the Continuing Shareholders and Merger Sub
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
SPECIAL
FACTORSFinancing of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
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(c)(1)-(8)
Plans.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the
Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL
FACTORSPlans for Zones After the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
THE MERGER
AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 7. Purposes, Alternatives, Reasons and Effects
(a)
Purposes.
The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the
Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger for the Continuing Shareholders and Merger Sub
SPECIAL FACTORSPosition of
Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
SPECIAL FACTORSEffects of the Merger
(b)
Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSPurpose and Reasons for the Merger for the Continuing Shareholders and Merger Sub
SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
SPECIAL FACTORSPlans for Zones After the Merger
SPECIAL FACTORSEffects on Zones if the Merger is Not Completed
(c)
Reasons.
The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEETRecommendations
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our
Board of Directors; Fairness of the Merger
SPECIAL FACTORSOpinion of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc.
SPECIAL FACTORSPurpose and Reasons for the Merger for the Continuing Shareholders and Merger Sub
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SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of
the Merger
SPECIAL FACTORSPlans for Zones After the Merger
SPECIAL FACTORSEffects of the Merger
(d)
Effects.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSEffects on Zones if the
Merger is Not Completed
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences
SPECIAL FACTORSInterests of Certain Persons in the Merger
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 8. Fairness of the Transaction
(a)
Fairness.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the
Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL
FACTORSOpinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
SPECIAL FACTORSPurpose and
Reasons for the Merger for the Continuing Shareholders and Merger Sub
SPECIAL FACTORSPosition of Merger Sub and the
Continuing Shareholders as to the Fairness of the Merger
ANNEX BOPINION OF HOULIHAN LOKEY HOWARD & ZUKIN
FINANCIAL ADVISORS, INC.
(b)
Factors Considered in Determining Fairness.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the
Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL
FACTORSOpinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
SPECIAL FACTORSPosition of Merger
Sub and the Continuing Shareholders as to the Fairness of the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
ANNEX BOPINION OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.
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(c)
Approval of Security Holders
. The transaction is not structured so that approval of at least a majority of
unaffiliated security holders is required. However, it is structured to require that, as a condition to the merger, the holders of a majority of the outstanding shares of Common Stock present in person or by proxy and voting at the Companys
special meeting (other than the shares held by the Continuing Investors) approve and adopt the merger and the merger agreement. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETThe Special Meeting
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL
MEETINGRecord Date and Quorum
THE SPECIAL MEETINGVote Required for Approval and Adoption
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
THE MERGER AGREEMENTConditions to the Completion of the Merger
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Unaffiliated Representative
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETOpinion of Our Financial Advisor
SPECIAL FACTORSBackground
of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of
Directors; Fairness of the Merger
SPECIAL FACTORSOpinion of Houlihan Lokey Howard & Zukin Financial Advisors,
Inc.
SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
ANNEX BOPINION OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.
(e)
Approval of Directors
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETRecommendations
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the
Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL
FACTORSInterests of Certain Persons in the Merger
SPECIAL FACTORSPosition of Merger Sub and the Continuing
Shareholders as to the Fairness of the Merger
THE SPECIAL MEETINGBoard Recommendation
(f)
Other Offers
.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)
Report, Opinion or Appraisal
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEETOpinion of Our Financial Advisor
8
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSOpinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
ANNEX BOPINION OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.
(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEETOpinion of Our Financial Advisor
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSOpinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
SPECIAL FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
ANNEX BOPINION OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.
(c)
Availability of Documents
. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the
principal executive offices of the Company during its regular business hours by any interested holder of the Companys common stock or representative who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration
(a)
Source of Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETFinancing of the Merger
SUMMARY TERM SHEETTermination
Fees
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSLiability Cap and Limitation on Remedies
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(b)
Conditions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETFinancing of the Merger
SUMMARY TERM SHEETTermination Fees
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSLiability Cap and
Limitations on Remedies
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
THE MERGER AGREEMENT
ANNEX
AAGREEMENT AND PLAN OF MERGER
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(c)
Expenses
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEET
THE SPECIAL MEETINGSolicitation of Proxies
SPECIAL FACTORSFinancing of the
Merger
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
THE MERGER AGREEMENTTermination Fees
THE MERGER AGREEMENTLiability Cap and Limitation on Remedies
ANNEX AAGREEMENT
AND PLAN OF MERGER
(d)
Borrowed Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
SUMMARY TERM SHEETFinancing of the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFinancing of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 11. Interest in Securities of the Subject Company
(a)
Securities Ownership
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain
Persons in the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
IMPORTANT INFORMATION REGARDING ZONESSecurity Ownership of Certain Beneficial Owners and Management
(b)
Securities Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING ZONESTransactions in Common Stock
IMPORTANT INFORMATION REGARDING ZONESSecurity Ownership of Certain Beneficial Owners and Management
Item 12. The Solicitation or Recommendation
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain Persons in the Merger
SUMMARY TERM SHEETShare Ownership of Directors and Executive Officers
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGVote Required for Approval and Adoption
SPECIAL
FACTORSInterests of Certain Persons in the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the
Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSEffects of the Merger
THE MERGER AGREEMENTTreatment of Stock Options and Restricted Stock
(e)
Recommendations of Others
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETRecommendations
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
10
THE SPECIAL MEETINGVote Required for Approval and Adoption
THE SPECIAL MEETINGBoard Recommendation
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the
Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL
FACTORSPosition of Merger Sub and the Continuing Shareholders as to the Fairness of the Merger
SPECIAL
FACTORSInterests of Certain Persons in the Merger
Item 13. Financial Statements
(a)
Financial Statements
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING ZONESHistorical Selected Financial Data
IMPORTANT INFORMATION REGARDING ZONESBook Value Per Share
WHERE YOU CAN FIND MORE INFORMATION
(b)
Pro Forma Information
. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a)
Solicitations or Recommendations
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGSolicitation of
Proxies
THE SPECIAL MEETINGQuestions and Additional Information
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
(b)
Employees and Corporate Assets
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM
SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
THE SPECIAL MEETINGSolicitation of Proxies
THE SPECIAL MEETINGQuestions and Additional Information
SPECIAL
FACTORSBackground of the Merger
SPECIAL FACTORSReasons for the Merger; Recommendation of the Special Committee and
of Our Board of Directors; Fairness of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
Item 15. Additional Information
(b)
Other Material Information
.
The information
contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
11
Item 16. Exhibits
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(a)(1)
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Letter to Shareholders of Zones, Inc. (incorporated herein by reference to the Schedule 14A filed with the SEC by the Company on August 22, 2008)
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(a)(2)
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Notice of Special Meeting of Shareholders of Zones, Inc. (incorporated herein by reference to the Schedule 14A filed with the SEC by the Company on August 22, 2008)
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(a)(3)
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Preliminary Proxy Statement of Zones, Inc. (incorporated herein by reference to the Schedule 14A filed with the SEC by the Company on August 22, 2008)
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(a)(4)
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Form of Preliminary Proxy Card (incorporated herein by reference to the Schedule 14A filed with the SEC by the Company on August 22, 2008)
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(b)(1)
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Commitment Letter, dated July 30, 2008, among Firoz Lalji and Zones Acquisition Corp.
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(c)(1)
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Fairness Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., dated July 30, 2008 (incorporated herein by reference to Annex B to the Schedule 14A filed with the SEC by the
Company on August 22, 2008)
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(c)(2)
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Presentation of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to the board of directors of Zones, Inc., dated July 30, 2008
|
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(c)(3)
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Presentation of Cascadia Capital LLC to the board of directors of Zones, Inc., dated February 28, 2008
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(d)(1)
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Agreement and Plan of Merger, dated as of July 30, 2008, between the Company and Zones Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 to the Form 8-K filed by the Company
on July 31, 2008)
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(f)(1)
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Chapter 23B.13 of the Washington Business Corporation Act (incorporated herein by reference to Annex C to the Schedule 14A filed with the SEC by the Company on August 22,
2008)
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(g)
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None
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12
Signatures
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.
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ZONES, INC.
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/s/ Ronald P. McFadden
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Ronald P. McFadden
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Secretary and Chief Financial Officer
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ZONES ACQUISITION CORP.
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/s/ Firoz Lalji
|
Firoz Lalji
|
President and Chief Executive Officer
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13
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