UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
SCHEDULE TO |
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TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
(Amendment No. 1) |
California First Leasing Corporation |
(Name of Subject Company (Issuer)) |
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California First Leasing Corporation |
(Name of Filing Person(s) (Issuer)) |
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Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
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130222102 |
(CUSIP Number of Class of Securities) |
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Patrick E. Paddon |
Chief Executive Officer |
California First Leasing Corporation |
5000 Birch Street, Suite 500 |
Newport Beach, CA 92660 |
(949) 255-0500 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s)) |
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| With copies to: |
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| Joshua A. Dean, Esq. |
| S. Leslie Jewett |
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| Jason R. Schendel, Esq. |
| Chief Financial Officer |
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| Daniel Clausen, Esq. |
| California First Leasing Corporation |
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| Sheppard, Mullin, Richter & Hampton LLP |
| 5000 Birch Street, Suite 500 |
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| 650 Town Center Drive, Tenth Floor |
| Newport Beach, CA 92660 |
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| Costa Mesa, CA 92626 |
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☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates: | ||
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ | ||
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | ||
| ☐ | Rule 13e–4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d–1(d) (Cross-Border Third-Party Tender Offer) |
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This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission by California First Leasing Corporation, a California corporation (the “Company”), on October 23, 2023 in connection with the offer by the Company to the holders of its Common Stock to purchase up to 200,000 shares of its Common Stock at a purchase price of $16.50 per share in cash, without interest.
The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 23, 2023 (the “Original Offer to Purchase”), as amended and supplemented by the Supplement No. 1 to the Offer to Purchase, dated October 31, 2023 (the “Supplement”) and the related Letter of Transmittal and Notice of Guaranteed Delivery.
The information in the Schedule TO, including all exhibits to the Schedule TO, which were previously filed with the Schedule TO, is incorporated herein by reference in response to Items 1 through 11 of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 1. All capitalized terms used but not specifically defined in this Amendment No. 1 shall have the meanings given to such terms in the Original Offer to Purchase. The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
ITEMS 1 – 11
Items 1 – 11 are hereby amended and updated by the Supplement, which is incorporated herein by reference.
ITEM 12. | EXHIBITS |
Reference is hereby made to the following exhibits which collectively constitute the Offer to Shareholders and are incorporated herein by reference:
Offer to Purchase for Cash, dated October 23, 2023 | |
Letter of Transmittal | |
Notice of Guaranteed Delivery | |
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |
Letter to Clients | |
Press Release, dated October 23, 2023 | |
Supplement No. 1 to Offer to Purchase for Cash, dated October 31, 2023 | |
(b) | None |
(d) | None |
(g) | None |
(h) | None |
Calculation of Filing Fee Table |
ITEM 13. | Information Required by Schedule 13e-3 |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete, and correct.
California First Leasing Corporation | ||
By: |
| /s/ S. Leslie Jewett |
Name: S. Leslie Jewett | ||
Title: Chief Financial Officer | ||
Date: October 31, 2023 | ||
