UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
EVERFLOW EASTERN PARTNERS, L.P.
(Name of Issuer)
EVERFLOW EASTERN PARTNERS, L.P. (ISSUER)
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
| | | |
| | Copy to: |
| Thomas L. Korner, President | | Michael D. Phillips, Esq. |
| Everflow Eastern Partners, L.P. | | Calfee, Halter & Griswold LLP |
| 585 West Main Street | | 1400 McDonald Investment Center |
| Canfield, Ohio 44406 | | 800 Superior Avenue |
| 330-533-2692 | | Cleveland, Ohio 44114 |
| | 216-622-8200 |
| (Name, Address and Telephone Number of Person Authorized to Receive | | |
| Notices and Communications on Behalf of Person Filing Statement) | | |
April 29, 2005
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
| | | | | | |
| | | | | | |
| | Transaction Valuation: 569,087 Units of | | | Amount of Filing Fee | |
| | Limited Partnership Interest at $14.46 per Unit | | | $968.55* | |
| | | | | | |
| | | | | |
| * Calculated at $117.70 per million of Transaction Value. |
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| o | | Check 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. |
| | Amount Previously Paid: | | Not Applicable |
| | Form of Registration No.: | | Not Applicable |
| | Filing Party: | | Not Applicable |
| | Date Filed: | | Not Applicable |
| | | | | |
| o | | 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: |
| | | | | |
| o | | third-party tender offer subject to Rule 14d-1. | | |
| | | | | |
| þ | | issuer tender offer subject to Rule 13e-4. | | |
| | | | | |
| o | | going-private transaction subject to Rule 13e-3. | | |
| | | | | |
| o | | amendment to Schedule 13D under Rule 13d-2. | | |
| | | | | |
| Check the following box if the filing is a final amendment reporting the results of the tender offer. |
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| o | | | | |
TABLE OF CONTENTS
Item 1. Summary Term Sheet.
Reference is made to the first page of the Offer to Purchase (the “Offer”), which is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The issuer of the securities to which this statement relates is Everflow Eastern Partners, L.P., a Delaware limited partnership (the “Company”). The Company’s principal executive offices are located at 585 West Main Street, Canfield, Ohio 44406, and the Company’s telephone number is 330-533-2692.
(b) The securities being sought for purchase are up to 569,087 units of limited partnership interest (the “Units”), at a price of $14.46 per Unit, net to the sellers in cash (the “Purchase Price”). In its Offer, the Company has reserved the right to purchase more than 569,087 Units, but has no current intention of doing so. 5,690,874 Units were outstanding as of January 1, 2005. Reference is hereby made to the Introduction of the Company’s Offer to Purchase, which Introduction is incorporated herein by reference.
(c) There is currently no established trading market for the Units. Reference is hereby made to Section 7, “Price Range of Units; Cash Distribution Policy,” of the Offer to Purchase, which Section is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
The filer of this statement is the issuer, Everflow Eastern Partners, L.P. The Company’s principal executive offices are located at 585 West Main Street, Canfield, Ohio 44406, and the Company’s telephone number is 330-533-2692.
Item 4. Terms of the Transaction.
(a) Reference is hereby made to the Offer to Purchase, including the Introduction, Section 3, “Procedures for Tendering Units,” Section 4, “Withdrawal Rights,” Section 11, “Certain Federal Income Tax Consequences,” and Section 13, “Extensions of Tender Period; Terminations; Amendments,” of the Offer to Purchase, which Introduction and Sections are incorporated herein by reference.
(b) Reference is hereby made to the Introduction of the Offer to Purchase, which Introduction is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
Reference is hereby made to the Introduction, Section 1, “Background and Purposes of the Offer,” and Section 12, “Transactions and Arrangements Concerning Units,” of the Offer to Purchase, which Introduction and Sections are incorporated herein by reference.
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Item 6. Purpose of the Transaction and Plans or Proposals.
(a) Reference is hereby made to the Introduction, Section 1, “Background and Purposes of the Offer,” Section 5, “Purchase of Units; Payment of Purchase Price,” Section 6, “Certain Conditions of the Offer,” and Section 10, “Certain Information About the Company; Historical and Pro Forma Financial Information,” of the Offer to Purchase, which Introduction and Sections are incorporated herein by reference.
(b) Reference is hereby made to Section 5, “Purchase of Units; Payment of Purchase Price,” of the Offer to Purchase, which Section is incorporated herein by reference.
(c) Reference is hereby made to the Introduction of the Offer to Purchase, which is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The total amount of funds required by the Company to consummate the transaction and purchase 569,087 Units, pursuant to the Offer, and to pay related fees and expenses, is estimated to be $8,230,000. Reference is hereby made to Section 9, “Source and Amount of Funds,” of the Offer to Purchase, which Section is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
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Item 8. Interest in Securities of the Subject Company.
(a)BENEFICIAL OWNERSHIP OF UNITS IN THE COMPANY,
EVERFLOW MANAGEMENT LIMITED, LLC AND
EVERFLOW MANAGEMENT CORPORATION (“EMC”)
AS OF APRIL 29, 2005
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Percentage | | | | |
| | | | | | | | | | | Interest in | | | | |
| | | | | | | Percentage | | | Everflow | | | Percentage | |
| Name | | Units | | | of Units | | | Management | | | Interest in | |
| of Holder | | in Company | | | in Company(1) | | | Limited, LLC(2) | | | EMC | |
Robert F. Sykes(3) | | | 1,056,464 | | | | 18.56 | | | | 66.66 | | | | 66.66 | |
| Thomas L. Korner | | | 138,575 | | | | 2.44 | | | | 16.67 | | | | 16.67 | |
| William A. Siskovic | | | 71,731 | | | | 1.26 | | | | 16.67 | | | | 16.67 | |
| All officers and directors as a group (3 persons in EMC) | | | 1,266,770 | | | | 22.26 | | | | 100.00 | | | | 100.00 | |
| (1) | | Does not include the interest in the Company owned indirectly by such individuals as a result of their ownership in (i) the General Partner (based on its 1.17% interest in the Company) or (ii) EMC (based on EMC’s 1% managing member’s interest in the General Partner). |
| |
| (2) | | Includes the interest in the General Partner owned indirectly by such individuals as a result of their share ownership in EMC resulting from EMC’s 1% managing member’s interest in the General Partner. |
| |
| (3) | | Includes 732,855 Units held by Sykes Associates, LLC, a New York limited liability company comprised of Mr. Sykes, as managing member, his wife and four adult children as members, 162,462 Units of the Company held by the Robert F. Sykes Annuity Trust and 161,147 Units held by the Catherine Sykes Annuity Trust. |
(b) Reference is hereby made to Section 12, “Transactions and Arrangements Concerning Units,” of the Offer to Purchase, which Section is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Not applicable.
Item 10. Financial Statements.
(a) Reference is hereby made to Section 10, “Certain Information About the Company; Historical and Pro Forma Financial Information,” of the Offer to Purchase, which Section is incorporated herein by reference.
(b) Reference is hereby made to Section 10, “Certain Information About the Company; Historical and Pro Forma Financial Information,” of the Offer to Purchase, which Section is incorporated herein by reference.
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Item 11. Additional Information.
(a) (1) Reference is hereby made to Section 10, “Certain Information About the Company; Historical and Pro Forma Financial Information,” Section 12, “Transactions and Arrangements Concerning Units,” of the Offer to Purchase, which Sections are incorporated herein by reference.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) Reference is hereby made to the Offer to Purchase and the related Letter of Transmittal, forms of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and are incorporated in their entirety herein by reference.
Item 12. Exhibits
Item 12. Exhibits.
| | | | | |
| | (a)(1) | | Form of Offer to Purchase, dated April 29, 2005 |
| |
| | (a)(2) | | Form of Letter of Transmittal |
| |
| | (a)(3) | | Form of 2004 Annual Report Newsletter to Unitholders, dated April 29, 2005 |
| |
| | (a)(4) | | Annual Financial Statements of the Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations(3) |
| |
| | (a)(5) | | Form of letter prepared by Wright & Company, Inc.
|
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| | (b) | | Not applicable. |
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| | (d)(1) | | Amended and Restated Agreement of Limited Partnership of the Company, dated as of February 15, 1991(1) |
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| | (d)(2) | | Close Corporation Agreement of Everflow Management Corporation(1) |
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| | (d)(3) | | Operating Agreement of Everflow Management Limited, LLC dated March 8, 1999(2) |
| |
| | (g) | | Not applicable.
|
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| | (h) | | Not applicable. |
| (1) | | Incorporated herein by reference to the Company’s Schedule 13E-4 filing dated April 30, 1992. Items not mailed to Unitholders. |
| |
| (2) | | Incorporated herein by reference to the Company’s Form 10-Q filing for the quarter ended March 31, 1999. Item not mailed to Unitholders. |
| |
| (3) | | Incorporated herein by reference to the Company’s Form 10-K filing for the year ended December 31, 2004. Items mailed to Unitholders. |
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SIGNATURE
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.
| | | | | |
| Date: April 29, 2005 | | EVERFLOW EASTERN PARTNERS, L.P. |
| | | | | |
| | By: | | everflow management limited, llc |
| | | | General Partner |
| | | | | |
| | By: | | everflow management corporation |
| | | | Managing Member |
| | | | | |
| | By: | | /s/William A. Siskovic |
| | | | | |
| | | | William A. Siskovic
Vice President and Secretary-Treasurer |
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EXHIBITS
| | | |
| Exhibit | | |
| Number | | Description |
| (a)(1) | | Form of Offer to Purchase, dated April 29, 2005 |
| |
| (a)(2) | | Form of Letter of Transmittal |
| |
| (a)(3) | | Form of 2004 Annual Report Newsletter to Unitholders, dated April 29, 2005 |
| |
| (a)(4) | | Annual Financial Statements of the Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations(3) |
| |
| (a)(5) | | Form of letter prepared by Wright & Company, Inc.
|
| |
| (b) | | Not applicable. |
| |
| (d)(1) | | Amended and Restated Agreement of Limited Partnership of the Company, dated as of February 15, 1991(1) |
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| (d)(2) | | Close Corporation Agreement of Everflow Management Corporation(1) |
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| (d)(3) | | Operating Agreement of Everflow Management Limited, LLC dated March 8, 1999(2) |
| |
(g)
(h) | | Not applicable.
Not applicable. |
| (1) | | Incorporated herein by reference to the Company’s Schedule 13E-4 filing dated April 30, 1992. Items not mailed to Unitholders. |
| |
| (2) | | Incorporated herein by reference to the Company’s Form 10-Q filing for the quarter ended March 31, 1999. Item not mailed to Unitholders. |
| |
| (3) | | Incorporated herein by reference to the Company’s Form 10-K filing for the year ended December 31, 2004. Items mailed to Unitholders. |
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