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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
LEXENT INC.
LEXENT INC.
LX MERGER CORP.
HUGH J. O’KANE, JR.
KEVIN M. O’KANE
BRUCE LEVY
NOAH FRANZBLAU
(Name of Persons Filing Statement)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
52886Q 10 2
(CUSIP Number of Class of Securities)
Hugh J. O’Kane, Jr. Chairman Lexent Inc. Three New York Plaza New York, New York 10004 (212) 981-0700 | Noah Franzblau, Esq. Secretary and General Counsel Lexent Inc. Three New York Plaza New York, New York 10004 (212) 981-0700 |
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf
of Persons Filing Statement)
With copies to:
Steven M. Skolnick, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 | James B. Carlson, Esq. Mayer, Brown, Rowe & Maw LLP 1675 Broadway New York, New York 10019-5820 (212) 506-2500 |
This statement is filed in connection with (check the appropriate box):
a. | [X] | The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”). | ||
b. | [ ] | The filing of a registration statement under the Securities Act of 1933. | ||
c. | [ ] | A tender offer. |
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d. | [ ] | None of the above. |
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
Transaction Valuation* | Amount of Filing Fee | |||
$38,896,335 | $ | 3,147 |
* | Set forth the amount on which the filing fee is calculated and state how it was determined. |
Estimated for the purposes of calculating the filing fee only. Proposed maximum aggregate value of transaction: $38,896,335 (calculated on the basis of 25,498,070 shares of Lexent Inc. common stock outstanding, which represents the maximum number of shares that will be acquired in the transaction, multiplied by the $1.50 per share merger consideration, plus the difference between $1.50 and the strike price of options to acquire 696,148 shares of Lexent Inc. common stock. These shares include shares of Lexent Inc. common stock owned by Hugh J. O’Kane, Jr., Lexent’s Chairman, and Kevin M. O Kane, Lexent’s Chief Executive Officer and Vice Chairman, that will not be contributed by them to LX Merger Corp. prior to the completion of the transaction.)
[X] | Check the box if any part of the fee is offset as provided by §240.0-11(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: $3,147 | ||
Form or Registration No.: Schedule 14A | ||
Filing Party: Lexent Inc. | ||
Date Filed: July 31, 2003 |
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INTRODUCTION
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Item 1. Summary Term Sheet
The information contained in the section of the Proxy Statement entitled “SUMMARY TERM SHEET” is incorporated herein by this reference.
Item 2. Subject Company Information
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(c) The information contained in the section of the Proxy Statement entitled “INFORMATION ABOUT LEXENT – Price Range of Lexent Common Stock” is incorporated herein by this reference.
(d) The information contained in the section of the Proxy Statement entitled “INFORMATION ABOUT LEXENT – Dividend Policy” is incorporated herein by this reference.
(e) Not applicable.
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Item 3. Identity and Background
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Item 4. Terms of the Transaction
(a)(1) Not applicable.
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(a)(2)(vi) The information contained in the section of the Proxy Statement entitled “THE MERGER — Accounting Treatment” is incorporated herein by this reference.
(a)(2)(vii) The information contained in the section of the Proxy Statement entitled “THE MERGER — Material U.S. Federal Income Tax Consequences” is incorporated herein by this reference.
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(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) The information contained in “Item 13. Certain Relationships and Related Transactions” of Lexent’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC on or about March 27, 2003, is incorporated herein by this reference. The information contained in the following sections of the Proxy Statement is incorporated herein by this reference: “INFORMATION INCORPORATED BY REFERENCE,” and “Appendix F: Annual Report on Form 10-K for the Year Ended December 31, 2002.”
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Item 6. Purposes of the Transaction and Plans or Proposals
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Item 7. Purposes, Alternatives, Reasons and Effects
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Item 8. Fairness of the Transaction
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(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
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(c) The information contained in the sections of the Proxy Statement entitled “SPECIAL FACTORS — Opinion of Financial Advisor to the Board of Directors” and “OTHER MATTERS—Available Information” is incorporated herein by this reference.
Item 10. Sources and Amounts of Funds or Other Consideration
(b) None.
(d) Not applicable.
Item 11. Interest in Securities of the Subject Company
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Item 12. The Solicitation or Recommendation
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Item 13. Financial Statements
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(b) Not applicable.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
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Item 15. Additional Information
(b) The information contained in the Proxy Statement, including all appendices thereto, is incorporated herein by this reference.
Item 16. Exhibits
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(b) Not applicable.
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(g) Not applicable.
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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.
LEXENT INC. | |||||||||||||
By: /s/ Bruce Levy | |||||||||||||
Name: Bruce Levy Title: President and Chief Operating Officer | |||||||||||||
LX MERGER CORP. | |||||||||||||
By: /s/ Kevin M. O'Kane | |||||||||||||
Name: Kevin M. O’Kane Title: Vice President | |||||||||||||
/s/ Kevin M. O'Kane | |||||||||||||
Kevin M. O’Kane | |||||||||||||
/s/ Hugh J. O'Kane, Jr. | |||||||||||||
Hugh J. O’Kane, Jr. | |||||||||||||
/s/ Bruce Levy | |||||||||||||
Bruce Levy | |||||||||||||
/s/ Noah Franzblau | |||||||||||||
Noah Franzblau | |||||||||||||
Dated: September 19, 2003 |
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Exhibit Index
Exhibit Number | Description | |||
(a) | The amended Proxy Statement, as filed by Lexent, incorporated herein by this reference. This Exhibit (a) replaces and supersedes Exhibit (a) previously incorporated by reference. | |||
(b) | Not applicable. | |||
(c)(1) | Opinion of Rodman & Renshaw, Inc. (“Rodman & Renshaw”), dated July 9, 2003, incorporated herein by reference to Appendix C to the amended Proxy Statement. This Exhibit (c)(1) replaces and supersedes Exhibit (c)(1) previously incorporated by reference. | |||
(c)(2) | Fairness Opinion Presentation by Rodman & Renshaw to the Board of Directors of Lexent, dated July 9, 2003, previously filed as Exhibit (c)(2) of the Initial 13E-3 filed with the SEC on July 31, 2003. | |||
(d)(1) | Agreement and Plan of Merger, dated as of July 9, 2003, between Lexent, Inc., and LX Merger Corp., incorporated herein by this reference to Appendix A to the amended Proxy Statement. | |||
(d)(2) | Form of Letter Agreement between Messrs. O’Kane and O’Kane and certain holders of Common Stock, incorporated herein by this reference to Exhibit 2 to Amendment No. 1 to Schedule 13D with respect to Common Stock, as filed by Messrs. O’Kane and O’Kane with the SEC on or about July 16, 2003. | |||
(f) | The information contained in the sections entitled “The Merger Appraisal Rights” and “Appendix D: Section 262 of the General Corporation Law of the State of Delaware” in the amended Proxy Statement is incorporated herein by this reference. | |||
(g) | Not applicable. | |||