UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AVOCA, INCORPORATED
(Name of the Issuer)
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AVOCA , INCORPORATED
(Name of Person(s) Filing Statement)
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Common Stock, No Par Value
(Title of Class of Securities)
053843108
(CUSIP Number of Class of Securities)
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Robert C. Baird, Jr.
President
Avoca, Incorporated
228 St. Charles Avenue
Suite 828
New Orleans, Louisiana 70130
(504) 552-4720
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
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with copies to:
Charles A. Snyder, Esq.
Milling Benson Woodward L.L.P.
909 Poydras Street
Suite 2300
New Orleans, Louisiana 70112
(504) 569-7230
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This Statement is filed in connection with (check the appropriate box):
a. The filing of solicitation materials or an information statement
--- subject to Regulation 14A (ss.ss. 240.14a-1 through 240.14b-2),
Regulation 14C (ss.ss. 240.14c-101_, or Rule 13e-3(c) (ss.
240.13e-3(c)) under the Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities Act of
--- 1933.
c. A tender offer.
---
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.
-----
Check the following box if the filing is a final amendment reporting the results
of the transaction.
-----
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CALCULATION OF FILING FEE
Amount of
Transaction Value* Filing Fee**
------------------ ------------
$ 18,801,750 $ 2,382.19
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* For purposes of calculating filing fee only. This amount assumes that
approximately 21,000 of Avoca's 830,500 outstanding shares will be repurchased
at a rate of $28.00 in lieu of issuing fractional shares. This amount also
assumes the remaining 809,500 shares for which new stock will be issued are
valued at the market rate as of August 11, 2004 of $22.50. The aggregate
transaction value is the sum of both the repurchased share value and reissued
share value.
** The amount of the filing fee is calculated in accordance with Fee Rate
Advisory #7 for Fiscal Year 2004 issued by the U.S. Securities and Exchange
Commission on January 26, 2004, by multiplying the transaction value by
..00012670.
Check box if any part of the fee is offset as provided by Section
----- 240.11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number of the Form or Schedule and the date of its filing
Amount previously paid:
Form or Registration No.:
Filing Party:
Date Filed:
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Schedule 13E-3")
is being filed by Avoca, Incorporated, a Louisiana corporation ("the Company"),
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), and Rule 13e-3 thereunder. The Company is submitting to its
stockholders a proposal to approve and adopt:
(a) a 100-for-1 reverse stock split of the Company's no par value common
stock ("Stock"); and
(b) a cash payment of $28.00 per pre-split share, in lieu of issuance of
fractional shares, to beneficial stockholders owning fractional shares
after the reverse stock split.
Items (a) and (b) will be considered one proposal (the "Split Transaction").
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission along with a preliminary proxy statement, including annexes, filed by
the Company pursuant to Regulation 14A under the Exchange Act ("Proxy
Statement"), which will notify stockholders of a special meeting of Company
stockholders, scheduled for September 29, 2004, where stockholders will be asked
to approve the Split Transaction and conduct any other business properly brought
before the special meeting.
The following Cross-Reference Sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and provides the location in the Proxy Statement
of all information required to be included therein. A copy of the Proxy
Statement is included as Exhibit (a) to this Schedule 13E-3. All information
contained in the Proxy Statement is expressly incorporated herein by reference,
and the responses to each item are qualified in their entirety by reference to
the information contained in the Proxy Statement. As of the filing date of this
Schedule 13E-3, the Proxy Statement is in preliminary form and is subject to
completion or amendment. This Schedule 13E-3 will be amended to reflect any such
changes.
Item 1. Summary Term Sheet
The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The name of the subject company is Avoca, Incorporated. The
Company is a Louisiana corporation with its principal executive
offices located at 228 St. Charles Avenue, Suite 838, New Orleans,
Louisiana 70130. The Company's telephone number is (504) 552-4720.
(b) Securities.
The information set forth in the Proxy Statement under the
captions "VOTING SECURITIES" and "BACKGROUND, PURPOSE, STRUCTURE
AND EFFECT OF THE SPLIT TRANSACTION -- Effect of Split Transaction
on Avoca" is herein incorporated by reference.
(c) Trading Market and Prices.
The Company's common stock is traded on the OTC Bulletin Board.
The trading symbol is "AVOC.OB." The following table lists the
high and low sales prices for the Company's common stock as quoted
on the OTC Bulletin Board for the periods indicated.
High Low
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Fiscal Year Ending December 31, 2004
------------------------------------
First Quarter $ 22.50 $ 19.50
Second Quarter 25.00 21.75
Fiscal Year Ended December 31, 2003
-----------------------------------
First Quarter $ 21.00 $ 18.50
Second Quarter 20.00 17.60
Third Quarter 21.00 18.80
Fourth Quarter 20.00 19.51
Fiscal Year Ended December 31, 2002
-----------------------------------
First Quarter $ 24.50 $ 22.20
Second Quarter 25.10 19.25
Third Quarter 20.95 17.00
Fourth Quarter 19.00 16.01
Information for the periods referenced above has been furnished
by the OTC Bulletin Board. Quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not
represent actual transactions.
(d) Dividends. On December 18, 2003, the Company declared an annual
dividend of $2.85 per share, payable January 22, 2004 to
shareholders of record January 7, 2004. On December 11, 2002,the
Company declared an annual dividend of $1.75 per share, payable
January 22, 2003, to shareholders of record January 7, 2003.
(e) Prior Public Offerings. Not Applicable.
(f) Prior Stock Purchases. Not Applicable.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
The filing person, the Company, is also the subject company. The
Company's address and telephone number are provided in Item 2
above. The executive officers and directors of the Company are set
forth below.
Robert C. Baird, Jr., President , Director
J. Scott Tucker, Vice President, Director
M. Cleland Powell, III, Secretary-Treasurer, Director
Bernard E. Boudreaux, Jr. Director
John P. (Jack) Laborde, Director
The address of each director and executive officer of the Company
is c/o Avoca, Incorporated, 228 St. Charles Avenue, Suite 838, New
Orleans, Louisiana 70130.
(b) Business and Background of Entities Other than the Company.
Not applicable.
(c) Business and Background of Natural Persons.
The information regarding the background of the Company's
directors and executive officers, pursuant to General Instruction
C to Schedule 13E-3, is set forth under the heading "Information
and Security Ownership of Management and Certain Beneficial Owners
" in the Proxy Statement and is incorporated herein by reference.
During the last five years, neither the Company nor, to its
knowledge, any of the directors or executive officers of the
Company was a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order
enjoining such person from further violations of, or prohibiting
activities subject to, federal or state securities laws or finding
any violation of those laws.
Item 4. Terms of the Transaction.
(a)(1) Tender Offers. Not applicable.
(a)(2) Mergers or Similar Transactions.
(i) Transaction Description. The information set forth in the Proxy
Statement under the caption "SUMMARY TERM SHEET" is incorporated
herein by reference.
(ii) Consideration. The information set forth in the Proxy Statement
under the captions "SUMMARY TERM SHEET" and "Background, Purpose,
Structure and Effect of Split Transaction -- Cash Payment in Lieu
of Shares of Common Stock" is incorporated herein by reference.
(iii) Reasons for the Transaction. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM SHEET,"
"Background, Purpose, Structure and Effect of Split Transaction --
Background," "-- Purpose and Reasons for Split Transaction" and
"-- Factors Considered by the Board of Directors" is incorporated
herein by reference.
(iv) Vote Required for Approval. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET" and "Vote
Required" is incorporated herein by reference.
(v) Differences in the Rights of Security Holders. The information
set forth in the Proxy Statement under the captions "SUMMARY TERM
SHEET," "Background, Purpose, Structure and Effect of Split
Transaction -- Structure of the Split Transaction and Effect on
Avoca's Stockholders," "-- Conversion of Shares in Split
Transaction" and "-- Effect of the Split Transaction on
Affiliates" is incorporated herein by reference
(vi) Accounting Treatment. Not Applicable.
(vii) Federal Income Tax. The information set forth in the Proxy
Statement under the caption "Background, Purpose, Structure and
Effect of the Split Transaction -- Material Federal Income Tax
Consequences" is incorporated herein by reference.
(c) Different Terms. The information set forth in the Proxy Statement
under the captions "SUMMARY TERM SHEET," "Background, Purpose,
Structure and Effect of the Split Transaction -- Structure of the
Split Transaction and Effect on Avoca's Stockholders," "--
Conversion of Shares in Split Transaction" and "-- Cash Payment in
Lieu of Shares of Common Stock" is incorporated herein by
reference.
(d) Appraisal Rights. The information set forth in the Proxy Statement
under the caption "Appraisal Rights" is incorporated herein by
reference.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not Applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. Not Applicable.
(b) Significant Corporate Events. Not Applicable.
(c) Negotiations or Contacts. Not Applicable.
(e) Agreements Involving the Subject Company's Securities. Not
Applicable.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET," "Introduction,"
and "Background, Purpose, Structure and Effect of Split
Transaction" is herein incorporated by reference.
(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET," "Introduction," "Risk Factors,"
"Background, Purpose, Structure and Effect of the Split
Transaction," is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET," "Risk Factors," "Background,
Purpose, Structure and Effect of the Split Transaction -- Purpose
and Reasons for the Split Transaction," "-- Effect of Split
Transaction on Avoca," and "-- Certain Effects of the Split
Transaction" is herein incorporated by reference.
(b) Alternatives. The information set forth in the Proxy Statement
under the caption "Background, Purpose, Structure and Effect of
the Split Transaction -- Factors Considered by the Board of
Directors" is herein incorporated by reference.
(c) Reasons. The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET," "Risk Factors," "Background,
Purpose, Structure and Effect of the Split Transaction -- Purpose
and Reasons for the Split Transaction," "-- Factors Considered by
the Board of Directors" and "-- Effect of Split Transaction on
Avoca" is incorporated herein by reference.
(d) Effects. The information set forth in the Proxy Statement under
the caption "SUMMARY TERM SHEET," "Risk Factors," "Background,
Purpose, Structure and Effect of the Split Transaction-- Purpose
and Reasons for the Split Transaction," "--Factors Considered by
the Board of Directors," "--Source of Funds and Financial Effect
of the Split Transaction," "--Structure of the Split Transaction
and Effect on Avoca's Stockholders," "--Conversion of Shares in
Split Transaction," "--Effect of Split Transaction on Avoca,"
"--Effect of the Split Transaction on Affiliates," "--Cash Payment
in Lieu of Shares of Common Stock," "--Conduct of Avoca's Business
After the Split Transaction," "--Material Federal Income Tax
Consequences," and "Certain Effects of the Split Transaction" is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) Fairness; Factors Considered in Determining Fairness. The
information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET," "Recommendation of the Board of Directors,"
"Background, Purpose, Structure and Effect of the Split
Transaction -- Factors Considered by the Board of Directors" and
"-- Opinion of Independent Financial Advisor" is incorporated
herein by reference.
(c) Approval of Security Holders. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM SHEET" and "Vote
Required" is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM SHEET" and
"Background, Purpose, Structure and Effect of the Split
Transaction -- Factors Considered by the Board of Directors" and
"-- Opinion of Independent Financial Advisor" is incorporated
herein by reference.
(e) Approval of Directors. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET" and
"Recommendation of the Board of Directors" is incorporated herein
by reference.
(f) Other Offers. Not Applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(c) Report, Opinion, or Appraisal; Preparer and Summary of the Report,
Opinion or Appraisal; Availability of Documents. The information
set forth in the Proxy Statement under the captions "SUMMARY TERM
SHEET," "Background, Purpose, Structure and Effect of the Split
Transaction-- Factors Considered by the Board of Directors,"
"--Opinion of Independent Financial Advisor," and Annex B,
"FAIRNESS OPINION" is incorporated herein by reference. The
presentation materials prepared by the independent financial
advisor for the Board of Directors dated August 10, 2004, will be
made available for inspection and copying at the principal
executive offices of the Company during its regular business hours
by any interested stockholder or representative of a stockholder
designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a)-(b) Source of Funds; Conditions. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM SHEET,"
"Background, Purpose, Structure and Effect of the Split
Transaction -- Source of Funds and Financial Effect of the Split
Transaction," is incorporated herein by reference. Avoca has no
alternative financing arrangements or alternative financing plans
if the primary financing falls through.
(c) Expenses. The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET," "Background, Purpose, Structure
and Effect of the Split Transaction -- Source of Funds and
Financial Effect of the Split Transaction" and "-- Effect of Split
Transaction on Avoca" is incorporated herein by reference.
(d) Borrowed funds. None.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the Proxy
Statement under the caption "Information and Security Ownership of
Management and Certain Beneficial Owners" is incorporated herein
by reference.
(b) Securities Transactions. Not Applicable.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET," "Background, Purpose, Structure and Effect
of the Split Transaction -- Purpose and Reasons for the Split
Transaction" and "Vote Required" is incorporated herein by
reference.
(e) Recommendations of Others. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET," "Introduction"
and "Recommendation of the Board of Directors" is incorporated
herein by reference.
Item 13. Financial Statements.
(a) Financial Information. The information set forth in the Company's
Annual Report on Form 10-KSB, for the fiscal year ended December
31, 2003, under the caption "Item 7 -- Financial Statements" and
Quarterly Report on Form 10-QSB, for the fiscal quarter ended June
30, 2004, under the caption "Item 1 -- Financial Statements" is
incorporated herein by reference. The information set forth in the
Proxy Statement under the captions "Background, Purpose, Structure
and Effect of the Split Transaction -- Factors Considered by the
Board of Directors" and "AVAILABLE INFORMATION" is incorporated
herein by reference.
(b) Pro Forma Information. The information set forth in the Proxy
Statement under the caption "Background, Purpose, Structure and
Effect of the Split Transaction -- Effect of the Split Transaction
on Affiliates" is incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets.
The information set forth in the Proxy Statement under the
captions "INTRODUCTION," "SUMMARY TERM SHEET," "Background,
Purpose, Structure and Effect of the Split Transaction -- Factors
Considered by the Board of Directors," "-- Source of Funds and
Financial Effect of the Split Transaction" and "-- Opinion of
Independent Financial Advisor" is incorporated herein by
reference.
Item 15. Additional Information.
(b) Other Material Information. The information set forth in the Proxy
Statement and appendices thereto is incorporated herein by
reference.
Item 16. Exhibits.
Exhibit
Number Description
- ----------- ---------------------------------------------------------------
(a) Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on August 13, 2004
(incorporated herein by reference).
(b) Not applicable.
(c) Fairness Opinion of Chaffe & Associates, Inc., dated August 10,
2004 (incorporated herein by reference to Annex B to the Proxy
Statement).
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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.
Dated: August 13, 2004 AVOCA, INCORPORATED
By:/s/ Robert C. Baird, Jr.
------------------------
Robert C. Baird, Jr.
President
EXHIBIT INDEX
Exhibit
Number Description
- ----------- ---------------------------------------------------------------
(a) Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on August 13, 2004
(incorporated herein by reference).
(b) Not applicable.
(c) Fairness Opinion of Chaffe & Associates, Inc., dated August 10,
2004 (incorporated herein by reference to Annex B to the Proxy
Statement).
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.