UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SECURITY LAND & DEVELOPMENT CORPORATION
(Name of Subject Company (issuer))
SECURITY LAND & DEVELOPMENT CORPORATION
(Names of Filing Persons (offeror and issuer))
T. Greenlee Flanagin
Robert Flanagin
W. Stewart Flanagin, Jr.
Ann Flanagin Smith
Harriette Flanagin
T. Greenlee Flanagin, Jr.
R. Clayton Flanagin
(Names of Additional Filing Persons for Schedule 13E-3)
Common Stock, Par Value $0.10 per share
(Title of Class of Securities)
814348108
(CUSIP Number of Class of Securities)
T. Greenlee Flanagin
President
2816 Washington Road, #103,
Augusta, GA 30909
(706) 736-6334
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
Mark S. Burgreen, Esq.
Hull Barrett, PC
801 Broad Street, 7th Floor
Augusta, GA 30901
Tel: (706) 722-4481
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** |
$4,041,995 | $468.47*** |
* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase not more than in aggregate up to 2,526,247 shares of common stock, par value $0.10 per share, at the tender offer price of $1.60 per share.
** The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $115.90 for each $1,000,000 of the value of the transaction.
*** previously paid.
☐ Check the 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 persons filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
☐ 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.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
This Amendment No. 6 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on February 8, 2017, as amended by Amendments Numbered 1 through 5 as previously filed with the SEC, in connection with the offer by Security Land & Development Corporation, a Georgia corporation ("Security Land" or the "Company") to purchase up to 2,526,247 shares of its common stock, par value $0.10 per share, at a revised purchase price of $1.60 per share, net to the seller in cash, less any applicable withholding taxes and without interest (the "Offer"). This Amendment No. 6 to Schedule TO also is intended to satisfy the reporting requirements of Rule 13e4(c)(2) of the Securities Exchange Act of 1934, as amended, and amend the Schedule TO with respect thereto.
Security Land confirmed that AB Value Partners, LP and AB Opportunity Fund, LLC filed an Amendment No. 1 to Schedule TO on May 2, 2017 regarding their unsolicited third party tender offer to acquire all of the outstanding shares of Security Land’s common stock at an increased price of $1.75 per share (the “AB Offer”). Security Land’s Board of Directors will review the revised AB Offer and intends to advise stockholders of the Company’s formal position regarding the AB Offer within ten business days by making available to stockholders and filing with the Securities and Exchange Commission an amendment to its solicitation/recommendation statement on Schedule 14D-9.
The Company and the other Filing Persons intend to re-assess the Company’s Offer in light of the competing offer and their opinion on the fairness of the Offer during the period of extension.
The Company’s Offer to purchase common shares was previously scheduled to expire at 5:00 p.m., Augusta, Georgia time, on May 5, 2017. As of 5:00 p.m. Eastern time on May 4, 2017, a total of 990,651 common shares have been tendered and not withdrawn.
The information contained in the Amended Offer to Purchase and the accompanying Letter of Transmittal, copies of which were attached to the Schedule TO as Exhibits (a)(7) and (a)(3), respectively, which, except as previously amended or supplemented or as amended and supplemented hereby, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below. Each individual Filing Person adopts the responses of the Company in Item 13 of Schedule TO, including the view as to the fairness of the transaction to unaffiliated shareholders expressed on behalf of the Company and its Board of Directors as stated in the Amended Offer to Purchase dated March 15, 2017, as further amended in Amendment No. 4, and now further amended in Amendment No. 6.
The Offer to Purchase and the Schedule TO, to the extent Items 1 through Item 11 and Item 13 incorporate by reference the information contained in the Offer to Purchase are hereby amended and supplemented as set forth below.
1. Extension of Offer. The Expiration Date of the Offer was extended to May 26, 2017. Accordingly, the Amended Offer to Purchase is further amended by:
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(a) Adding a new paragraph as the first paragraph on the cover page of the Amended Offer to Purchase and as the second paragraph of the section as amended titled “Summary Term Sheet” of the Offer to Purchase to read as follows:
“The Offer was scheduled to expire at 5:00 PM, Augusta, Georgia Time on May 5, 2017. The Expiration Date of the Offer is extended until 5:00 P.M., Augusta, Georgia Time, on May 26, 2017, unless further extended or terminated.”
(b) Amending the first sentence of the second paragraph of Section 6 of the Amended Offer to Purchase to read as follows:
“The term "Expiration Date" means 5:00 p.m., Augusta, Georgia time, on May 26, 2017.”
(c) All other references in the Amended Offer to Purchase to “May 5, 2017” shall be amended to be “May 26, 2017”, such that the expiration of the Offer and the deadline to withdraw tendered shares shall be May 26, 2017.
Item 12. Exhibits.
(a)(1)** | Form of Offer to Purchase, dated February 7, 2017. |
(a)(2)** | Form of Letter to Stockholders of T. Greenlee Flanagin, President and Chief Executive Officer, dated February 7, 2017. |
(a)(3)** | Form of Letter of Transmittal, together with IRS Form W9. |
(a)(4)** | Form of Notice of Guaranteed Delivery. |
(a)(5)** | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 7, 2017 |
(a)(6)** | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients. |
(a)(7)** | Form of Amended Offer to Purchase dated March 15, 2017. |
(a)(8)** | Form of Letter to Stockholders of T. Greenlee Flanagin, President and Chief Executive Officer, dated March 15, 2017. |
(a)(9)** | Press Release Announcing Extension of Offer dated March 15, 2017 |
(a)(10)** | Press Release Announcing Extension of Offer dated April 12, 2017 |
(a)(11)** | Form of Letter to Stockholders of T. Greenlee Flanagin, President and Chief Executive Officer, dated April 21, 2017. |
(a)(12)** | Press Release Announcing Increase in Offer Price and Extension of Offer dated April 21, 2017 |
(a)(13)* | Press Release Announcing Extension of Offer dated May 5, 2017 |
(b)** | Business Loan Agreement dated November 29, 2016 between the Company and State Bank and Trust. |
(d) | Not applicable. |
(g) | Not applicable. |
(h) | Not applicable. |
* Filed herewith
** Previously filed.
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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.
Dated: May 5, 2017
Security Land & Development Corporation |
|
|
By: /s/ T. Greenlee Flanagin |
Name: T. Greenlee Flanagin |
Title: President and Chief Executive Officer |
|
By: /s/ Robert Flanagin |
Name: Robert Flanagin |
|
By: /s/ W. Stewart Flanagin, Jr. |
Name: W. Stewart Flanagin, Jr. |
|
By: /s/ Ann Flanagin Smith |
Name: Ann Flanagin Smith |
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By: /s/ Harriette Flanagin |
Name: Harriette Flanagin |
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By: /s/ T. Greenlee Flanagin, Jr. |
Name: T. Greenlee Flanagin, Jr. |
|
By: /s/ R. Clayton Flanagin |
Name: R. Clayton Flanagin |
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