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UNITED STATES
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Water Pik Technologies, Inc.
Common Stock, par value $0.01 per share
94113U 100
Tennenbaum Capital Partners, LLC
11100 Santa Monica Boulevard, Suite 210
Los Angeles, California 90025
(310) 566-1000
April 30, 2004
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on the following pages)
Page 1 of 4
Item 4. Purpose of Transaction. | ||||||||
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | ||||||||
Item 7. Exhibits. | ||||||||
SIGNATURE | ||||||||
Exhibit Index | ||||||||
EXHIBIT 7 |
Page 2 of 4
This Amendment No. 4 to Schedule 13D relating to Water Pik Technologies, Inc., a Delaware corporation (the Issuer), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Commission on January 12, 2001, as amended by Amendment No. 1 thereto filed with the Commission on November 17, 2003, Amendment No. 2 thereto filed with the Commission on December 8, 2003 and Amendment No. 3 thereto filed with the Commission on January 28, 2004 (together, the Schedule 13D). Terms defined in the Schedule 13D and not otherwise defined herein have the same meaning herein as in the Schedule 13D.
Item 4. | Purpose of Transaction. |
The information in Item 4 is hereby amended and restated as follows:
On November 14, 2003, the Reporting Persons submitted a proposal to the Issuer for inclusion in the Issuers proxy statement and proxy card for its 2004 annual meeting of stockholders. The proposal, which is attached hereto as Exhibit 4 and incorporated herein by reference, requests that the Issuers board of directors take all necessary actions to declassify the board of directors and eliminate certain other anti-takeover defenses as soon as practicable.
On November 26, 2003, the Reporting Persons received a letter from the Issuer in which the Issuer stated its intention not to include a portion of the Reporting Persons proposal in the Issuers proxy statement and proxy card for its 2004 annual meeting of stockholders.
On December 4, 2003, the Reporting Persons submitted a response letter to the Issuer in which the Reporting Persons expressed their disappointment with the Issuers decision and reaffirmed their request that the Issuer include the entire proposal in its proxy statement and proxy card (or otherwise implement such proposal at or prior to the 2004 annual meeting). The response letter is attached hereto as Exhibit 5 and incorporated herein by reference.
On January 27, 2004, the Reporting Persons submitted a notice to the Issuer nominating persons for election as directors at the Issuers 2004 annual meeting of stockholders. The notice is attached hereto as Exhibit 6 and incorporated herein by reference.
On April 30, 2004, the Reporting Persons and Mark K. Holdsworth entered into a Settlement Agreement with the Issuer (the Settlement Agreement), a copy of which is attached hereto as Exhibit 7 and incorporated herein by reference. The Settlement Agreement provides, among other things, that (i) Messrs. Tennenbaum and Holdsworth withdraw their nominations as directors of the Issuer, (ii) each of Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC vote its shares of common stock of the Issuer (the Shares) at the Issuers 2004 annual meeting of stockholders in accordance with the recommendations of the Board of Directors of the Issuer, (iii) the Issuer and Tennenbaum Capital Partners, LLC issue a joint press release regarding the end of the proxy contest, (iv) the Issuer take certain actions to cause the legends on the Shares to be removed and (v) the Issuer reimburse certain costs incurred by Tennenbaum Capital Partners, LLC in connection with the proxy contest and the Settlement Agreement.
On May 3, 2004, the Issuer and Tennenbaum Capital Partners, LLC issued a joint press release announcing, among other things, the end of the proxy contest. A copy of the press release is attached as Exhibit A to the Settlement Agreement (attached hereto as Exhibit 7).
The Reporting Persons intend to monitor and evaluate their investment in the Issuer on a continuing basis. Except as set forth herein, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from time to time, review or reconsider their position with respect to any of such matters. The Reporting Persons retain the right to change their investment intent, make further acquisitions of shares of the Issuers Common Stock from one or more sellers in the open market or otherwise and/or dispose of all or a portion of their shares of Common Stock in the open market or otherwise.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Please see Item 4 above.
Item 7. | Exhibits. |
The information in Item 7 is hereby amended and restated as follows:
Exhibit 1 | Joint Filing Agreement (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 2 | Stock Purchase Agreement, dated as of December 29, 2000, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001. | ||
Exhibit 3 | Registration Rights Agreement, dated as of January 3, 2001, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001. | ||
Exhibit 4 | Notice of Intention to Present Business at 2004 Annual Meeting, dated November 14, 2003, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 5 | Letter, dated December 4, 2003, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 6 | Notice of Director Nominations at 2004 Annual Meeting, dated January 27, 2004, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 7 | Settlement Agreement dated April 30, 2004 by and among the Issuer, the Reporting Persons and Mark K. Holdsworth. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2004 | TENNENBAUM CAPITAL PARTNERS, LLC, a Delaware limited liability company |
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By: | Tennenbaum & Co., LLC | |||||
Its: | Managing Member | |||||
SPECIAL VALUE BOND FUND, LLC, a Delaware limited liability company |
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By: | SVIM/MSM, LLC | |||||
Its: | Managing Member | |||||
By: | Tennenbaum & Co., LLC | |||||
Its: | Managing Member | |||||
SPECIAL VALUE BOND FUND II, LLC, a Delaware limited liability company |
||||||
By: | SVIM/MSM II, LLC | |||||
Its: | Managing Member | |||||
By: | Tennenbaum & Co., LLC | |||||
Its: | Managing Member | |||||
SVIM/MSM, LLC, a Delaware limited liability company | ||||||
By: | Tennenbaum & Co., LLC | |||||
Its: | Managing Member | |||||
SVIM/MSM II, LLC, a Delaware limited liability company |
||||||
By: | Tennenbaum & Co., LLC | |||||
Its: | Managing Member | |||||
TENNENBAUM & CO., LLC, a Delaware limited liability company |
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Each of the above by: | ||||||
/s/ Michael E. Tennenbaum | ||||||
Name: | Michael E. Tennenbaum | |||||
Its: | Managing Member |
Page 4 of 4
MICHAEL E. TENNENBAUM | ||||||
/s/ Michael E. Tennenbaum | ||||||
Michael E. Tennenbaum |
Exhibit Index
Exhibit 1 | Joint Filing Agreement (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 2 | Stock Purchase Agreement, dated as of December 29, 2000, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001. | ||
Exhibit 3 | Registration Rights Agreement, dated as of January 3, 2001, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001. | ||
Exhibit 4 | Notice of Intention to Present Business at 2004 Annual Meeting, dated November 14, 2003, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 5 | Letter, dated December 4, 2003, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 6 | Notice of Director Nominations at 2004 Annual Meeting, dated January 27, 2004, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D). | ||
Exhibit 7 | Settlement Agreement dated April 30, 2004 by and among the Issuer, the Reporting Persons and Mark K. Holdsworth. |