A
TRANSACTION STATEMENT
UNDER
SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
AMENDMENT NO. 2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Rule 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities and Exchange Act of 1934)
COLONIAL TRUST COMPANY
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(Name of the Issuer)
Mr. John K. Johnson
President and Chief Executive Officer
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(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
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(Title of Class of Securities)
N/A
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(CUSIP Number of Class of Securities)
COLONIAL TRUST COMPANY
5336 N. 19th Avenue
PHOENIX, ARIZONA 85015
(602) 242-5507
WITH COPIES TO:
JOHN M. WELCH, ESQ.
Carey Herbert, esq.
SQUIRE, SANDERS & DEMPSEY L.L.P.
TWO RENAISSANCE SQUARE
40 NORTH CENTRAL AVENUE, SUITE 2700
PHOENIX, ARIZONA 85004-4498
(602) 528-4000
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(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
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B
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, Regulation 14C, or Rule
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. /x/
Check the following box if this is a final amendment reporting the results of
the transaction. / /
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$3,432,817.00 * $686.56 **
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* Calculated, for the purposes of determining the filing fee only, in
accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as
amended.
** Calculated based on transaction valuation multiplied by one-fiftieth of one
percent.
/ / Check box if any part of the fee is offset as provided by Exchange Act
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: $686.56 Filing party: Colonial Trust Company
Form or registration no.: Schedule 13E-3 Date filed: May 10, 2004
C
Table of Contents
Page
ITEM 1. SUMMARY TERM SHEET...............................................1
ITEM 2. SUBJECT COMPANY INFORMATION......................................1
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.....................2
ITEM 4. TERMS OF THE TRANSACTION.........................................3
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.........3
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS...............4
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS......................5
ITEM 8. FAIRNESS OF THE TRANSACTION......................................5
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS...................6
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION................6
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY....................7
ITEM 12. THE SOLICITATION OR RECOMMENDATION...............................7
ITEM 13. FINANCIAL INFORMATION............................................7
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED..........8
ITEM 15. ADDITIONAL INFORMATION...........................................8
ITEM 16. EXHIBITS.........................................................8
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INTRODUCTION
This Rule 13E-3 Transaction Statement (this "Schedule 13E-3") is being
filed by Colonial Trust Company (the "Company"). The Company is submitting to
its stockholders a proposal to approve and adopt a Certificate of Amendment to
the Company's Amended and Restated Certificate of Incorporation providing for a
one-for-35,032 reverse stock split of each of the Company's no par value Common
Stock (the "Reverse Stock Split"). The Reverse Stock Split is upon the terms and
subject to the conditions set forth in the Company's Notice and Proxy Statement
(the "Proxy Statement") for the Company's Special Meeting of Stockholders
scheduled to be held on August 9, 2004 (the "Special Meeting").
The information contained in the Proxy Statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference. As of the date
hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment. This Schedule 13E-3 will be amended to reflect such completion or
amendment of the Proxy Statement. Capitalized terms used but not defined herein
shall have the meanings given to them in the Proxy Statement.
All references to subsections in the Items below are to the subsection of
the applicable Item in Regulation M-A.
ITEM 1. SUMMARY TERM SHEET. The information set forth in the Proxy Statement
under the caption "Summary of the Transactions - Plan of Liquidation and
Dissolution" is incorporated herein by reference pursuant to General
Instruction G to Schedule 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and address. Colonial Trust Company is the subject company of this
Schedule 13E-3. The principal office of the Company is located at 5336 N. 19th
Avenue, Phoenix, Arizona 85015, and the Company's telephone number is (602)
242-5507.
(b) Securities. As of May 5, 2004, the Company had 760,843 shares of no par
value Common Stock issued and outstanding.
(c) Trading market and price. The Company's Common Stock is not listed on
any exchange, and there is no established trading market for the Common Stock.
The Company attempts to match prospective buyers and sellers of its Common
Stock. Based on information available to the Company, the range of high and low
sales prices during each quarter in the period April 1, 2002 - March 31, 2004
are as follows:
Period High Low
2002
2nd Quarter $3.50 $3.50
3rd Quarter n/a (1) n/a (1)
4th Quarter n/a (1) n/a (1)
2
2003
1st Quarter $3.50 $3.50
2nd Quarter n/a (1) n/a (1)
3rd Quarter n/a (2) n/a (2)
4th Quarter $3.50 $3.50
2004
1st Quarter n/a (1) n/a (1)
(1) Based on available information, there were no sales during this
period.
(2) The Company believes that two private parties completed a sale
during this period of 31,431 shares, but the Company has no
information concerning the sales price in this transaction.
(d) Dividends. No dividends have been paid by the Company on its Common
Stock during the past two years. The Company does not intend to pay dividends on
its Common Stock in the immediate future.
(e) Prior underwritten public offerings. None.
(f) Prior stock purchases. During the period April 1, 2002 - March 31,
2004, the Company repurchased a total of 1,891 shares of its Common Stock. The
purchase price in all such repurchase transactions was $3.50 per share.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a) Name and Address. Colonial Trust Company, the subject company, is the
filing person of this statement. The Company's business address is 5336 N. 19th
Avenue, Phoenix, Arizona 85015, and its telephone number is (602) 242-5507.
(b) Business and background of entities. Not applicable.
(c) Business and background of natural persons.
(1) and (2). The information set forth under "Item 10: Directors,
Executive Officers, Promoters and Control Persons" of the
Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2003, filed on June 30, 2003, is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(3) During the last five years, neither the Company nor, to its
knowledge, any of the directors or executive officers thereof has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(4) 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.
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(5) All directors and executive officers of the Company are United
States citizens.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material terms. The information set forth under the captions "Summary
of the Transactions - Plan of Liquidation and Dissolution"; "Adoption of Plan of
Liquidation and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of Making Liquidating
Distributions (Proposal Number 3) - Funds Anticipated to be Available for
Distribution to Stockholders"; "Background of the Transactions - Purposes of and
Reasons for the Transactions"; "Adoption of Plan of Liquidation and Dissolution
and Amendment to the Company's Articles of Incorporation to Effect Reverse Stock
Split for Purposes of Making Liquidating Distributions (Proposal Number 3) -
Vote Required and Board Recommendation"; "Additional Information About the
Proposals - Interests of our Directors and Officers in the Transactions";
"Adoption of Plan of Liquidation and Dissolution and Amendment to the Company's
Articles of Incorporation to Effect Reverse Stock Split for Purposes of Making
Liquidating Distributions (Proposal Number 3) - Federal Income Tax Consequences
of the Plan of Liquidation"; "Additional Information About the Proposals -
Income Tax Effects of a Distribution Following the Approval of Either, But Not
Both of, Proposal No. 1 and Proposal No. 2, or Either the Corporate Trust Sale
or the Wealth Management Sale is Consummated, But Not Both" and Appendix A of
the Proxy Statement is incorporated herein by reference pursuant to General
Instructions F and G to Schedule 13E-3.
(b) Purchases. Not applicable.
(c) Different terms. The information set forth under the caption
"Additional Information About the Proposals - Interests of our Directors and
Officers in the Transactions" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(d) Appraisal rights. Under Arizona law, our stockholders are entitled to
dissenter's rights in connection with the Plan of Liquidation and Dissolution by
virtue of the proposed reverse stock split amendment. The information set forth
under the caption "Additional Information About the Proposals - Appraisal
Rights" and Appendix B of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction G to Schedule 13E-3.
(e) Provisions for unaffiliated security holders. None.
(f ) Eligibility for listing or trading. Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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(a)-(c) Transactions; significant corporate events; Negotiations or
contacts. The information contained under the captions "Item 1: Description of
Business - Growth Plans" and "Item 13: Certain Relationships and Related
Transactions" in the Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2003, filed on June 30, 2003, and "Background of the
Transactions - Past Contacts and Negotiations" in the Proxy Statement, is
incorporated herein by reference pursuant to General Instructions F and G o
Schedule 13E-3.
(d) Conflicts of interest. Not applicable.
(e) Agreements involving the Company's securities. The information
contained under the caption "Additional Information About the Proposals -
Interests of our Directors and Officers in the Transactions" and "Security
Ownership of Certain Beneficial Owners and Management" in the Proxy Statement is
incorporated herein pursuant to General Instruction G to Schedule 13E-3.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. Not applicable.
(b) Use of securities acquired. No securities will be acquired in the
Reverse Stock Split.
(c) Plans.
(1) The information contained under "Adoption of Plan of Liquidation
and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of
Making Liquidating Distributions (Proposal No. 3)", "Sale of the
Corporate Trust Business (Proposal No. 1)" and "Sale of the
Wealth Management Group Business" (Proposal No. 2)" in the Proxy
Statement is incorporated herein pursuant to General Instruction
G to Schedule 13E-3.
(2) The information contained under "Adoption of Plan of Liquidation
and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of
Making Liquidating Distributions (Proposal No. 3)", "Sale of the
Corporate Trust Business (Proposal No. 1)" and "Sale of the
Wealth Management Group Business" (Proposal No. 2)" in the Proxy
Statement is incorporated herein pursuant to General Instruction
G to Schedule 13E-3.
(3) Not applicable.
(4) The information contained under "Additional Information About the
Proposals - Interests of our Directors and Officers in the
Transaction" in the Proxy Statement is incorporated herein
pursuant to General Instruction G to Schedule 13E-3.
(5) The information contained under "Adoption of Plan of Liquidation
and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of
Making Liquidating Distributions (Proposal No. 3) - Principal
Provisions of the Plan of Liquidation and Dissolution" in the
Proxy Statement is incorporated herein pursuant to General
Instruction G to Schedule 13E-3.
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(6) Not applicable.
(7) The information contained under "Adoption of Plan of Liquidation
and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of
Making Liquidating Distributions (Proposal No. 3) - Provisions of
the Plan of Liquidation and Dissolution" in the Proxy Statement
is incorporated herein pursuant to General Instruction G to
Schedule 13E-3.
(8) The information contained under "Adoption of Plan of Liquidation
and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of
Making Liquidating Distributions (Proposal No. 3) - Provisions of
the Plan of Liquidation and Dissolution" in the Proxy Statement
is incorporated herein pursuant to General Instruction G to
Schedule 13E-3.
(d) Subject company negotiations. Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Purposes. The information contained under "Background of the
Transactions - Purposes of and Reasons for the Transactions" and "Adoption of
Plan of Liquidation and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of Making Liquidating
Distributions (Proposal No. 3") in the Proxy Statement is incorporated herein
pursuant to General Instruction G to Schedule 13E-3.
(b) Alternatives. The information contained under "Background of the
Transactions - Past Contacts and Negotiations" in the Proxy Statement is
incorporated herein pursuant to General Instruction G to Schedule 13E-3.
(c) Reasons. The information contained under "Background of the
Transactions - Purposes of and Reasons for the Transactions" in the Proxy
Statement is incorporated herein pursuant to General Instruction G to Schedule
13E-3.
(d) Effects. The information contained under "Adoption of Plan of
Liquidation and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of Making Liquidating
Distributions (Proposal No. 3) - Principal Provisions of the Plan of Liquidation
and Dissolution"; "Adoption of Plan of Liquidation and Dissolution and Amendment
to the Company's Articles of Incorporation to Effect Reverse Stock Split for
Purposes of Making Liquidating Distributions (Proposal No. 3) - Federal Income
Tax Consequences of the Plan of Liquidation"; and "Additional Information About
the Proposals - Income Tax Effects of a Distribution Following the Approval of
Either, But Not Both of, Proposal No. 1 and Proposal No. 2, or Either the
Corporate Trust Sale or the Wealth Management Sale is Consummated, But Not Both"
in the Proxy Statement is incorporated herein pursuant to General Instruction G
to Schedule 13E-3.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (e) Fairness; factors considered in determining fairness; approval of
security holders; unaffiliated representative; approval of directors. The
information contained under "Adoption of Plan of Liquidation and Dissolution and
Amendment to the Company's Articles of Incorporation to Effect Reverse Stock
Split for Purposes of Making Liquidating Distributions (Proposal No. 3) - Vote
Required and Board Recommendation"; "Risk Factors - Risks Related to the Plan of
Liquidation and our Dissolution"; "Information about the Special Meeting -
Recommendation of the Board of Directors"; "Additional Information About the
Proposals - Reasons for the Board's Recommendations"; and "Additional
Information About the Proposals - Opinion of Bank Advisory Group" in the Proxy
Statement and Appendix C to the Proxy Statement is incorporated herein pursuant
to General Instruction G to Schedule 13E-3.
(f) Other offers. The information contained under "Background of the
Transactions - Past Contacts and Negotiations" in the Proxy Statement is
incorporated herein pursuant to General Instruction G to Schedule 13E-3.
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 contained under
the caption "Additional Information About the Proposals - Opinion of Bank
Advisory Group" in the Proxy Statement is incorporated herein pursuant to
General Instruction G to Schedule 13E-3.
The opinion of Bank Advisory Group is attached as Appendix C to the Proxy
Statement and is incorporated herein by reference to the Proxy Statement
pursuant to General Instruction G to Schedule 13E-3. The opinion of Bank
Advisory Group will be made available at the Company's executive office during
regular business hours for inspection and copying by any interested stockholder
of the Company or representative who has been so designated in writing.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Sources of funds. The information contained under "Sale of the
Corporate Trust Business (Proposal No. 1) - Use of Proceeds from the Corporate
Trust Sale"; "Sale of the Wealth Management Business (Proposal No. 2) - Use of
Proceeds from the Wealth Management Sale"; and "Adoption of Plan of Liquidation
and Dissolution and Amendment to the Company's Articles of Incorporation to
Effect Reverse Stock Split for Purposes of Making Liquidating Distributions
(Proposal Number 3) - Funds Anticipated to be Available for Distribution to
Stockholders" in the Proxy Statement is incorporated herein pursuant to General
Instruction G to Schedule 13E-3.
(b) Conditions. The information contained under "Sale of the Corporate
Trust Business (Proposal No. 1) - Other Material Terms of the Corporate Trust
Sale" and "Sale of the Wealth Management Business (Proposal No. 2) - Other
Material Terms of the Wealth Management Sale" in the Proxy Statement is
incorporated herein pursuant to General Instruction G to Schedule 13E-3.
(c) Expenses. The information contained under "Adoption of Plan of
Liquidation and Dissolution and Amendment to the Company's Articles of
Incorporation to Effect Reverse Stock Split for Purposes of Making Liquidating
Distributions (Proposal No. 3) - Principal Provisions of the Plan of Liquidation
- - Dissolution" in the Proxy Statement is incorporated herein pursuant to General
Instruction G to Schedule 13E-3.
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(d) Borrowed funds. Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities ownership. The information contained under "Security
Ownership of Certain Beneficial Owners and Management" in the Proxy Statement is
incorporated herein pursuant to General Instruction G to Schedule 13E-3.
(b) Securities transactions. None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(a)-(c) Solicitation or recommendation; reasons; intent to tender. Not
applicable.
(d) Intent to tender or vote in a going-private transaction. Based on
information available to the Company as of the date of filing of this Schedule
13E-3 in preliminary form, all of the Company's directors and executive officers
intend to vote in favor of "Adoption of Plan of Liquidation and Dissolution and
Amendment to the Company's Articles of Incorporation to Effect Reverse Stock
Split for Purposes of Making Liquidating Distributions (Proposal No. 3)" at the
Special Meeting.
(e) Recommendation of others. Based on information available to the Company
as of the date of filing of this Schedule 13E-3 in preliminary form, the
Company's directors have each recommended that stockholders vote in favor of
"Adoption of Plan of Liquidation and Dissolution and Amendment to the Company's
Articles of Incorporation to Effect Reverse Stock Split for Purposes of Making
Liquidating Distributions (Proposal No. 3)" at the Special Meeting.
ITEM 13. FINANCIAL INFORMATION.
(a) Financial information. The Company's audited financial statements and
related notes for Fiscal Years ended March 31, 2004 and 2003, required by Item
1010(a) of Regulation M-A, and attached as Appendix D to the Proxy Statement,
are incorporated herein pursuant to General Instructions F and G to Schedule
13E-3. The information contained under "Selected Financial Data" and
"Information About the Special Meeting - Where To Find Additional Information"
in the Proxy Statement is incorporated herein pursuant to General Instructions F
and G to Schedule 13E-3.
(b) Pro forma information. Not Applicable.
The financial information incorporated herein by reference is included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2004, filed by the Company with the SEC on July 15, 2004. You may obtain copies
of this filing as well as reports, statements and other information that the
Company files from the Public Reference Section of the SEC at 450 Fifth Street
N.W., Washington D.C. 20549 at prescribed rates. Copies of such materials may
also be accessed through the SEC's Internet site at www.sec.gov.
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ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) - (b) Solicitations or recommendations; employees or corporate assets.
The information contained under "Information about the Special Meeting -
Solicitation" in the Proxy Statement is incorporated herein pursuant to General
Instruction G to Schedule 13E-3.
ITEM 15. ADDITIONAL INFORMATION.
(a) Agreements, regulatory requirements and legal proceedings. Not
applicable.
(b) Other material information. The information set forth in the Proxy
Statement and each Appendix thereto is incorporated herein pursuant to General
Instruction G to Schedule 13E-3.
ITEM 16. EXHIBITS.
(a) The Preliminary Proxy Statement on Schedule 14A, as filed with the SEC
on July 16, 2004, is incorporated herein pursuant to General Instruction G to
Schedule 13E-3.
(b) Not applicable.
(c) (i) The fairness opinion of Bank Advisory Group, dated May 4, 2004, and
Bank Advisory Group's letter, dated July 15, 2004, affirming the conclusions set
forth in its May 4, 2004, opinion letter, attached as Appendix C to the
Preliminary Proxy Statement on Schedule 14A, as filed with the SEC on July 16,
2004, is incorporated herein pursuant to General Instruction G to Schedule
13E-3.
(ii) The fair market valuation opinion of Bank Advisory Group, dated
June 10, 2003, is attached hereto as Exhibit (c)(ii).
(d) Not applicable.
(e) Not applicable.
(f) The information set forth under the caption "Additional Information
About the Proposals - Appraisal Rights" and Appendix B of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction G to Schedule
13E-3.
(g) Not applicable.
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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.
By: /s/ John K. Johnson
Name: John K. Johnson
Date: June __, 2004