UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KSW, INC.
(Name of Issuer)
Common Stock,
Par Value $0.01 per share
(Title of Class of Securities)
48268R106
(CUSIP Number)
Richard OToole
Executive Vice President
Kool Acquisition LLC
c/o The Related Companies, L.P.
60 Columbus Circle
New York, NY 10023
Telephone: (212) 801-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Jonathan Klein
Tristram Cleminson
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020-1104
Telephone: (212) 335-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 7, 2012
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
*
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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.
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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).
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1.
|
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N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
The Related Companies, L.P. (I.R.S. Identification No. 13-3676645)
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2.
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C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a)
¨
(b)
x
|
3.
|
|
SEC U
SE
O
NLY
|
4.
|
|
S
OURCE
OF
F
UNDS
WC
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
I
S
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(
D
)
OR
2(
E
)
¨
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
New York
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
B
Y
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
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7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
636,590
shares
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
636,590
shares
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
636,590 shares
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
¨
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
10%
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
PN
|
2
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1.
|
|
N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
The Related Realty Group, Inc. (I.R.S. Identification No. 13-3627393)
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a)
¨
(b)
x
|
3.
|
|
SEC U
SE
O
NLY
|
4.
|
|
S
OURCE
OF
F
UNDS
AF
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
I
S
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(
D
)
OR
2(
E
)
¨
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
B
Y
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
636,590
shares
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
636,590
shares
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
636,590 shares
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
¨
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
10%
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
CO
|
3
|
|
|
|
|
|
|
1.
|
|
N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
Kool Acquisition LLC
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a)
¨
(b)
x
|
3.
|
|
SEC U
SE
O
NLY
|
4.
|
|
S
OURCE
OF
F
UNDS
AF
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
I
S
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(
D
)
OR
2(
E
)
¨
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
B
Y
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
636,590
shares
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
636,590
shares
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
636,590 shares
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
¨
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
10%
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
CO
|
4
|
|
|
|
|
|
|
1.
|
|
N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
Kool Acquisition Corporation
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a)
¨
(b)
x
|
3.
|
|
SEC U
SE
O
NLY
|
4.
|
|
S
OURCE
OF
F
UNDS
AF
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
I
S
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(
D
)
OR
2(
E
)
¨
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
Delaware
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
B
Y
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
636,590
shares
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
636,590
shares
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
636,590 shares
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
¨
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
10%
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
CO
|
5
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|
|
|
|
|
1.
|
|
N
AME
OF
R
EPORTING
P
ERSON
I.R.S. I
DENTIFICATION
N
O
.
Stephen M. Ross
|
2.
|
|
C
HECK
THE
A
PPROPRIATE
B
OX
IF
A
M
EMBER
OF
A
G
ROUP
(a)
¨
(b)
x
|
3.
|
|
SEC U
SE
O
NLY
|
4.
|
|
S
OURCE
OF
F
UNDS
AF
|
5.
|
|
C
HECK
IF
D
ISCLOSURE
OF
L
EGAL
P
ROCEEDINGS
I
S
R
EQUIRED
P
URSUANT
TO
I
TEMS
2(
D
)
OR
2(
E
)
¨
|
6.
|
|
C
ITIZENSHIP
OR
P
LACE
OF
O
RGANIZATION
United States
|
N
UMBER
OF
S
HARES
B
ENEFICIALLY
O
WNED
B
Y
E
ACH
R
EPORTING
P
ERSON
W
ITH
|
|
7.
|
|
S
OLE
V
OTING
P
OWER
0
|
|
8.
|
|
S
HARED
V
OTING
P
OWER
636,590
shares
|
|
9.
|
|
S
OLE
D
ISPOSITIVE
P
OWER
0
|
|
10.
|
|
S
HARED
D
ISPOSITIVE
P
OWER
636,590
shares
|
11.
|
|
A
GGREGATE
A
MOUNT
B
ENEFICIALLY
O
WNED
BY
E
ACH
R
EPORTING
P
ERSON
636,590 shares
|
12.
|
|
C
HECK
IF
THE
A
GGREGATE
A
MOUNT
IN
R
OW
(11) E
XCLUDES
C
ERTAIN
S
HARES
¨
|
13.
|
|
P
ERCENT
OF
C
LASS
R
EPRESENTED
BY
A
MOUNT
IN
R
OW
(11)
10%
|
14.
|
|
T
YPE
OF
R
EPORTING
P
ERSON
IN
|
6
Item 1.
|
Security and Issuer
|
This statement on
Schedule 13D (this
Schedule 13D
) relates to the common stock, par value $0.01 per share (each, a
Share
, and collectively, the
Shares
or the
KSW Common Stock
), of KSW, Inc.,
a Delaware corporation (
KSW
). The principal executive offices of KSW are located at 37-16 23rd Street, Long Island City, New York 11101.
Item 2.
|
Identity and Background
|
(a)-(c), (f):
This Schedule 13D is being filed jointly on behalf of (1) The Related Companies, L.P., a New York limited partnership (
Parent Guarantor
), (2) The Related Realty Group, Inc., a Delaware corporation, wholly-owned by
Stephen M. Ross and the general partner of Parent Guarantor (the
General Partner
), (3) Kool Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent Guarantor (
Parent
),
(4) Kool Acquisition Corporation, a Delaware limited liability company and a wholly-owned subsidiary of Parent Guarantor (
Purchaser
) and (5) Stephen M. Ross (Parent Guarantor, the General Partner, Parent, Purchaser and
Stephen M. Ross, collectively, the
Reporting Persons
), pursuant to a joint filing agreement attached hereto as Exhibit 7.01. Parent Guarantor is a fully-integrated, highly diversified real estate firm with experience in every
aspect of real estate development, acquisitions, management, finance, marketing and sales.
Since its formation, the General Partner has been
the general partner of the Parent Guarantor.
Parent is a wholly-owned subsidiary of Parent Guarantor, formed for the sole purpose of engaging
in the transactions contemplated by the Merger Agreement (as defined below).
Purchaser is a wholly-owned subsidiary of Parent, formed for the
sole purpose of engaging in the transactions contemplated by the Merger Agreement.
The address of the principal executive offices of Parent
Guarantor, the General Partner, Parent, Purchaser and Stephen M. Ross is c/o The Related Companies, L.P., 60 Columbus Circle, New York, NY 10023. The name, business address, citizenship and present principal occupation of each executive officer and
director or manager of the General Partner, Parent and Purchaser are set forth in Annex I, Annex II and Annex III to this Schedule 13D, respectively, which are incorporated herein by reference.
(d)-(e): During the five years prior to the date hereof, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any person
listed on Annex I, Annex II and Annex III to this Schedule 13D, respectively, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is 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.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
KSW, Parent, Purchaser and Parent Guarantor (solely with respect to Section 9.12) have entered into a definitive Agreement and Plan of Merger, dated as of September 7, 2012 (as it may be amended
from time to time, the
Merger Agreement
). Subject to the terms and conditions thereof, Parent will cause Purchaser to commence a tender offer (as it may be amended from time to time, the
Offer
) to purchase all
of the issued and outstanding Shares at a price per Share of $5.00 net to the seller in cash, without interest and less and applicable withholding taxes (such amount, or any higher amount per Share paid pursuant to the Offer in accordance with the
Merger Agreement, the
Offer Price
). As soon as reasonably practicable following the consummation of the proposed Offer and satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with
and into KSW (the
Merger
) and KSW will become a wholly-owned subsidiary of Parent (the
Surviving Company
).
Concurrently with the execution of the Merger Agreement, and in consideration thereof, Floyd Warkol entered into a Tender and Support Agreement, dated as of September 7, 2012, with Parent and
Purchaser (the
Tender and Support Agreement
).
7
For descriptions of the Merger Agreement and Tender and Support Agreement, see Item 4 below, which
descriptions are incorporated herein by reference in response to this Item 3. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached hereto as
Exhibit 7.02, and the Tender and Support Agreement, a copy of which is attached hereto as Exhibit 7.03, and which are incorporated herein by reference. This Schedule 13D does not purport to amend, qualify, or in any way modify the Merger Agreement
and the Tender and Support Agreement.
Item 4.
|
Purpose of Transaction
|
The information
set forth and/or incorporated by reference in Items 2 and 3 is hereby incorporated by reference into this Item 4. As stated above, the Tender and Support Agreement was entered into as an inducement for, and in consideration of, Parent and
Purchaser entering into the Merger Agreement.
Merger Agreement
Upon the purchase of Shares pursuant to the proposed Offer, the Merger Agreement provides that Purchaser will be entitled to designate the number of directors, rounded up to the next whole number, to the
KSW Board of Directors (the
KSW Board
) that is in the same proportion as the Shares beneficially owned by Parent and Purchaser to the total number of Shares outstanding. Purchaser currently intends, promptly after consummation of
the Offer, to exercise this right and to designate new directors of KSW from among (and possibly including all of) the following potential designees: Jeff T. Blau, Bruce A. Beal, Jr., Richard OToole and Michael J. Brenner. Each potential
designee is an officer or employee of Parent Guarantor and/or the General Partner. The Reporting Persons would expect that such representation on the KSW Board would permit the Reporting Persons to exert substantial influence over KSWs conduct
of its business and operations. Purchaser currently intends, as soon as practicable after consummation of the proposed Offer, to consummate the Merger pursuant to the Merger Agreement. Purchasers directors immediately prior to the effective
time of the Merger will be the initial directors of the Surviving Company.
The Merger Agreement provides that prior to the closing of the
Merger (the
Closing Date
), KSW will cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do all things, reasonably necessary, proper or advisable on its part under applicable laws
(including the rules and regulations of The NASDAQ Stock Market) to cause the delisting of KSW Common Stock from The NASDAQ Stock Market and the deregistration of KSW Common Stock under the Securities Exchange Act of 1934, as amended, as promptly as
practicable after the effective time of the Merger.
At the effective time of the Merger and as a result of the Merger, (1) each share of
Purchaser capital stock will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company and (2) each Share issued and outstanding immediately prior to
the effective time of the Merger (other than (a) Shares directly owned by Parent or any of its subsidiaries (including Purchaser) or Shares held by KSW or any of its subsidiaries as treasury shares immediately prior to the effective time of the
Merger, which will be canceled without the payment of any consideration, and (b) Shares outstanding immediately prior to the effective time of the Merger held by a stockholder who is entitled to demand, and who properly demands, appraisal for
such Shares in compliance with Section 262 of the General Corporation Law of the State of Delaware) will be canceled and converted into the right to receive an amount in cash equal to the price per Share paid pursuant to the Offer, without
interest thereon and less and applicable withholding taxes (the
Merger Consideration
). At the effective time of the Merger, each stock option to acquire KSW Common Stock granted under the 1995 Stock Option Plan and the 2007 Stock
Option Plan (each, a
KSW Stock Option
) that is outstanding and unexercised, whether or not vested, will be cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (1) the excess, if any,
of (a) the Merger Consideration over (b) the exercise price per Share for such KSW Stock Option and (2) the total number of shares underlying such KSW Stock Option, less any applicable taxes required to be withheld with respect to
such payment. If the exercise price per Share for any KSW Stock Option is equal to or greater than the Merger Consideration, such KSW Stock Option will be cancelled without payment of consideration. KSW will take all actions necessary to effect such
transactions contemplated by the Merger Agreement under the 1995 Stock Option Plan and the 2007 Stock Option Plan and any other plan or arrangement of KSW, including delivering all notices and making any determinations and/or resolutions of the KSW
Board or a committee thereof.
At the effective time of the Merger, the certificate of incorporation of the Surviving Company will be amended
in its entirety as set forth in Annex II to the Merger Agreement, and as so amended and restated shall be the certificate of incorporation of the Surviving Company until thereafter amended as provided under the General Corporation Law of the State
of Delaware.
8
Tender and Support Agreement
Concurrently with the execution of the Merger Agreement, and in consideration thereof, Floyd Warkol entered into the Tender and Support Agreement with Parent and Purchaser, whereby Floyd Warkol agreed,
subject to the terms and conditions set forth therein, among other things, (1) to use reasonable best efforts to tender all of his Shares (the
Covered Securities
) in the Offer (and not withdraw the tendered Covered
Securities), (2) to appear at any meeting of KSWs stockholders and vote (a) if required by applicable law, in favor of the adoption of the Merger Agreement, (b) against approval of any proposal made in opposition to, or in
competition with, the transactions contemplated by the Merger Agreement and (c) against any other action or agreement that would reasonably be expected to compete with, impede, interfere with or postpone the consummation of the Offer or the
Merger, (3) not to (a) directly or indirectly, transfer any of its Covered Securities, (b) grant any proxies or powers of attorney with respect to any of its Covered Securities, deposit any of its Covered Securities into a voting
trust or enter into a voting agreement with respect to any of the Covered Securities, or (c) cause any of its Covered Securities to be, or become subject to, any liens or encumbrances of any kind or character whatsoever, other than those
arising under the securities laws, KSWs certificate of incorporation or bylaws, subject to certain exceptions.
The Tender and Support
Agreement will terminate upon the earlier of (1) December 31, 2012 (or such later date as may be extended pursuant to the terms of the Merger Agreement) (the
Outside Date
), (2) the termination of the Merger
Agreement, (3) the entry without the prior written consent of Floyd Warkol into any amendment or modification to the Merger Agreement or any waiver of any of KSWs rights under the Merger Agreement, in each case, that (a) adversely
affects, or is reasonably likely to adversely affect, Floyd Warkol relative to other stockholders of KSW, or (b) results in (i) a decrease in the Offer Price or Merger Consideration, (ii) a change in the form of consideration to be
paid in the Offer or in the form of Merger Consideration or (iii) a postponement or extension of the Outside Date (except as permitted under the Merger Agreement) and (4) the termination or withdrawal of the Offer prior to the occurrence
of the initial acceptance for payment by Purchaser of the Shares validly tendered pursuant to the Offer.
Floyd Warkol has ownership of an
aggregate of 636,590 Shares, or approximately 10% of the Shares outstanding.
Except as set forth in this Item 4, none of the Reporting
Persons or, to the knowledge of the Reporting Persons, any of the individuals referred to in Annex I, Annex II and Annex III, to this Schedule 13D, respectively, has any plans or proposals which relate to or would result in any of the actions
specified in clauses (a)-(j) of Item 4 of Schedule 13D.
The foregoing summaries of certain provisions of the Merger Agreement and
the Tender and Support Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 7.02, and the Tender and Support Agreement, a copy of which is
attached hereto as Exhibit 7.03, and which are incorporated herein by reference in their entirety. This Schedule 13D does not purport to amend, qualify, or in any way modify the Merger Agreement and the Tender and Support Agreement.
Item 5.
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Interest in Securities of the Issuer
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(a)-(b) Pursuant to the Tender and Support Agreement, the Reporting Persons may be deemed to have (1) shared beneficial ownership of Shares,
(2) shared power to vote or direct the vote of 636,590 Shares, or approximately 10% of the Shares deemed to be outstanding pursuant to Rule 13d-3 of the Act, subject to the terms and conditions of the Tender and Support Agreement, and
(3) shared power to dispose or direct the disposition of 636,590 Shares, or approximately 10% of the Shares deemed to be outstanding pursuant to Rule 13d-3 of the Act, subject to the terms and conditions of the Tender and Support Agreement.
Such percentage is based on the 6,386,625 shares of KSW Common Stock outstanding as of September 7, 2012, as represented by KSW in the Merger Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission by the Reporting Persons that they are the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
Apart from the terms and conditions set forth in the Tender and Support Agreement, the Reporting Persons are not entitled to any
rights of a stockholder of KSW. The Reporting Persons do not, other than as specified in the Tender and Support Agreement, have (1) sole or shared power to vote or direct the vote or (2) sole or shared power to dispose or direct the
disposition of, Shares.
9
(c) Except as set forth or incorporated herein, none of the Reporting Persons or, to the knowledge of the
Reporting Persons, any of the individuals referred to in Annex I, Annex II and Annex III to this Schedule 13D, respectively, have effected any transaction in the Shares during the past 60 days.
(d) Not applicable.
(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 Support Agreement, to the knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in item 2 above, or between such persons and any other person with respect to the securities of KSW, including, but not limited to, transfer or voting of any securities,
finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.
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Material to Be Filed as Exhibits
|
|
|
|
Exhibit
|
|
Description
|
|
|
7.01.
|
|
Joint Filing Agreement, dated as of September 12, 2012, by and among Parent Guarantor, Parent and Purchaser.
|
|
|
7.02
|
|
Agreement and Plan of Merger, dated as of September 7, 2012, by and among Parent, Purchaser, Parent Guarantor (solely with respect to Section 9.12) and KSW (incorporated by
reference to Exhibit 2.1 to KSWs Current Report on Form 8-K, File No. 001-32865, filed with the SEC on September 10, 2012).
|
|
|
7.03
|
|
Tender and Support Agreement, dated as of September 7, 2012, by and among Parent, Purchaser and Floyd Warkol (incorporated by reference to Exhibit 10.1 to KSWs Current Report
on Form 8-K, File No. 001-32865, filed with the SEC on September 10, 2012).
|
10
SIGNATURE
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: September 12, 2012
Signature:
|
|
|
THE RELATED COMPANIES, L.P.
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
THE RELATED REALTY GROUP, INC.
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
KOOL ACQUISITION LLC
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
KOOL ACQUISITION CORPORATION
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
STEPHEN M. ROSS
|
|
|
By:
|
|
/s/ Stephen M. Ross
|
|
|
Stephen M. Ross, individually
|
11
ANNEX I
EXECUTIVE OFFICERS AND DIRECTORS OF THE RELATED REALTY GROUP, INC.
The name, present
principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of The Related Realty Group, Inc. is set
forth below.
|
|
|
|
|
NAME (CITIZENSHIP)
|
|
BUSINESS ADDRESS
|
|
PRINCIPAL OCCUPATION
|
|
|
|
Stephen M. Ross (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Chairman and Director, The Related Realty Group, Inc.
|
|
|
|
Jeff T. Blau (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Chief Executive Officer and Director, The Related Realty Group, Inc.
|
|
|
|
Bruce A. Beal, Jr. (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
President, The Related Realty Group, Inc.
|
|
|
|
Michael J. Brenner (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Director, The Related Realty Group, Inc.
|
|
|
|
Richard OToole (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Executive Vice President, The Related Realty Group, Inc.
|
12
ANNEX II
EXECUTIVE OFFICERS AND MANAGERS OF KOOL ACQUISITION LLC
The name, present principal
occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and managers of Kool Acquisition LLC is set forth below.
|
|
|
|
|
NAME (CITIZENSHIP)
|
|
BUSINESS ADDRESS
|
|
PRINCIPAL OCCUPATION
|
|
|
|
Jeff T. Blau (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Chief Executive Officer and Director, The Related Realty Group, Inc.
|
|
|
|
Bruce A. Beal, Jr. (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
President, The Related Realty Group, Inc.
|
|
|
|
Richard OToole (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Executive Vice President, The Related Realty Group, Inc.
|
13
ANNEX III
EXECUTIVE OFFICERS AND DIRECTORS OF KOOL ACQUISITION CORPORATION
The name, present
principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of Kool Acquisition Corporation is set
forth below.
|
|
|
|
|
NAME (CITIZENSHIP)
|
|
BUSINESS ADDRESS
|
|
PRINCIPAL OCCUPATION
|
|
|
|
Jeff T. Blau (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Chief Executive Officer and Director, The Related Realty Group, Inc.
|
|
|
|
Bruce A. Beal, Jr. (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
President, The Related Realty Group, Inc.
|
|
|
|
Richard OToole (United States of America)
|
|
60 Columbus Circle, New York, NY 10023
|
|
Executive Vice President, The Related Realty Group, Inc.
|
14
INDEX TO EXHIBITS
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
7.01.
|
|
Joint Filing Agreement, dated as of September 12, 2012, by and among Parent Guarantor, Parent and Purchaser.
|
|
|
7.02
|
|
Agreement and Plan of Merger, dated as of September 7, 2012, by and among Parent, Purchaser, Parent Guarantor (solely with respect to Section 9.12) and KSW (incorporated by
reference to Exhibit 2.1 to KSWs Current Report on Form 8-K, File No. 001-32865, filed with the SEC on September 10, 2012).
|
|
|
7.03
|
|
Tender and Support Agreement, dated as of September 7, 2012, by and among Parent, Purchaser and Floyd Warkol (incorporated by reference to Exhibit 10.1 to KSWs Current Report
on Form 8-K, File No. 001-32865, filed with the SEC on September 10, 2012).
|
15
Exhibit 7.01
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of KSW, Inc., par value $0.01 per share, and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 12th day of September 2012.
|
|
|
THE RELATED COMPANIES, L.P.
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
THE RELATED REALTY GROUP, INC.
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
KOOL ACQUISITION LLC
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
KOOL ACQUISITION CORPORATION
|
|
|
By:
|
|
/s/ Richard OToole
|
Name:
|
|
Richard OToole
|
Title:
|
|
Executive Vice President
|
|
STEPHEN M. ROSS
|
|
|
By:
|
|
/s/ Stephen M. Ross
|
|
|
Stephen M. Ross, individually
|
16
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