UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(Rule 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 2)
Horizon Telcom, Inc.
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(Name of the Issuer)
Horizon Telcom, Inc.
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(Name of Person(s) Filing Statement)
Class B common stock, without par value
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(Title of Class of Securities)
440441202
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(CUSIP Number of Class of Securities)
Thomas McKell
President
Horizon Telcom, Inc.
68 East Main Street
Chillicothe, Ohio 45601-0480
(740) 722-8200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Daniel A. Etna
Herrick, Feinstein LLP
2 Park Avenue
New York, New York 10016
(212) 592-1557
This statement is filed in connection with (check the appropriate box):
[X] a. 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 the filing is a final amendment reporting the
results of the transaction: [ ]
Calculation of Filing Fee
Transaction valuation* $1,980,000 Amount of filing fee** $3,960
[X] 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: $3,960
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Form or Registration No.: Schedule 13E-3 (File No. 5-80225)
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Filing Party: Horizon Telcom, Inc.
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Date Filed: December 21, 2004
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* Calculated solely for purposes of determining the filing fee. This amount
consists of the estimated $1,980,000 of cash to be paid in lieu of issuing
fractional shares of Class B common stock to holders of less than one
share of Class B common stock after the proposed reverse/forward stock
splits, assuming the acquisition of approximately 12,000 shares of Class B
common stock for $165 per share in cash.
** The amount of the filing fee is calculated, in accordance with Rule
0-11(b)(1), by multiplying the transaction valuation of $1,980,000 by
0.002.
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TABLE OF CONTENTS
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Page
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Item 1. Summary Term Sheet.................................................1
Item 2. Subject Company Information........................................1
Item 3. Identity and Background of 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 Certain Negotiations.............6
Item 10. Source and Amounts 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
Item 1. Summary Term Sheet.
This Schedule 13E-3 is being filed in connection with the special
meeting of the stockholders of Horizon Telcom, Inc. (referred to herein as the
"Company" or "Horizon") currently scheduled to be held in __________ 2005.
At such meeting, the stockholders of the Company will vote upon the
approval of amendments to the Company's Amended and Restated Articles of
Incorporation whereby the Company would effect a 1-for-125 reverse stock split
of the Class B Shares (as such term is defined below), such that stockholders
owning less than 125 Class B Shares would have their Class B Shares cancelled
and converted into the right to receive a cash payment, followed immediately by
a 125-for-1 forward stock split of the Class B Shares.
Additional information is set forth in the Proxy Statement in the
section entitled "Summary Term Sheet" which is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The name of the subject company is Horizon Telcom, Inc. The Company
is an Ohio corporation with its principal place of business located at 68 East
Main Street, Chillicothe, Ohio 45601-0480. The Company's telephone number is
(740) 772-8200.
(b) Securities.
The subject class of equity securities is the Company's Class B
common stock, without par value, of which 271,983 shares (the "Class B Shares")
were outstanding on September 30, 2004.
(c) Trading Market and Prices.
There is currently no market for the Class B Shares. The Class B
Shares historically have traded principally in local transactions without the
benefit of an established public trading market or organized system for
reporting prices paid.
(d) Dividends.
The section of the Proxy Statement entitled "Reverse/Forward Stock
Splits Proposal--Dividends on Class B Shares" is incorporated herein by
reference.
(e) Prior Public Offerings.
The Company has not made any underwritten public offering of the
Class B Shares during the past three years.
(f) Prior Stock Purchases.
The Company has not made any purchases of the Class B Shares during
the past two years.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
The Company is the filing person and the subject company. The
Company's address and telephone number are provided in Item 2(a) above. The
executive officers and directors of the Company are set forth below.
Executive Officers
Robert McKell, Chairman of the Board
Thomas McKell, President
Jack E. Thompson, Chief Financial Officer, Treasurer and Secretary
Board of Directors
Robert McKell
Thomas McKell
Jack E. Thompson
Joseph S. McKell
David McKell
Helen M. Sproat
John E. Herrnstein
Jerry B. Whited
Donald L. McNeal
Joel Gerber
Robert McKell, Thomas McKell, David McKell and Joseph McKell are
brothers. Ms. Sproat is their sister.
The address of each executive officer and director of the Company is
c/o Horizon Telcom, Inc., 68 East Main Street, Chillicothe, Ohio 45601-0480.
(b) Business and Background of Entities.
Not applicable.
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(c) Business and Background of Natural Persons.
The section entitled "Information About the Company--Management of
the Company" set forth in the Proxy Statement is incorporated herein by
reference.
(d) Tender Offer.
Not applicable.
Item 4. Terms of the Transaction.
(a) Material Terms.
The sections entitled "Special Factors--Purpose of the
Reverse/Forward Stock Splits," "Special Factors--Reasons for the Reverse/Forward
Stock Splits," "Special Factors--Effects of the Reverse/Forward Stock Splits,"
"Reverse/Forward Stock Splits Proposal--Summary and Structure," "Reverse/Forward
Stock Splits Proposal--Material Federal Income Tax Consequences" and
"Reverse/Forward Stock Splits Proposal--Financial Information" set forth in the
Proxy Statement are incorporated herein by reference.
(b) Different Terms.
The sections entitled "Reverse/Forward Stock Splits
Proposal--Summary and Structure" and "Special Factors--Effects of the
Reverse/Forward Stock Splits" set forth in the Proxy Statement are incorporated
herein by reference.
(c) Appraisal Rights.
The section entitled "Reverse/Forward Stock Splits
Proposal--Unavailability of Appraisal or Dissenters' Rights" set forth in the
Proxy Statement is incorporated herein by reference.
(d) Provisions for Unaffiliated Security Holders.
The Company has not made any provision to grant its unaffiliated
security holders access to the corporate files of the Company or to obtain
counsel or appraisal services for such unaffiliated security holders at the
expense of the Company.
(e) Eligibility for Listing or Trading.
The section entitled "Special Factors--Effects of the
Reverse/Forward Stock Splits" set forth in the Proxy Statement is incorporated
herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
None.
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(b) Significant Corporate Events.
None.
(c) Negotiations or Contacts.
None.
(d) Agreements Involving the Subject Company's Securities.
None.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Use of Securities Acquired.
The section entitled "Reverse/Forward Stock Splits Proposal--Stock
Certificates" set forth in the Proxy Statement is incorporated herein by
reference.
(b) Plans.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) The sections entitled "Special Factors--Purpose of the
Reverse/Forward Stock Splits," "Special Factors--Reasons for the
Reverse/Forward Stock Splits" and "Special Factors--Effects of the
Reverse/Forward Stock Splits" set forth in the Proxy Statement are
incorporated herein by reference.
(7) The sections entitled "Special Factors--Purpose of the
Reverse/Forward Stock Splits," "Special Factors--Reasons for the
Reverse/Forward Stock Splits" and "Special Factors--Effects of the
Reverse/Forward Stock Splits" set forth in the Proxy Statement are
incorporated herein by reference.
(8) The sections entitled "Special Factors--Purpose of the
Reverse/Forward Stock Splits," "Special Factors--Reasons for the
Reverse/Forward Stock Splits" and "Special Factors--Effects of the
Reverse/Forward Stock Splits" set forth in the Proxy Statement are
incorporated herein by reference.
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Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The sections entitled "Special Factors--Purpose of the
Reverse/Forward Stock Splits" and "Reverse/Forward Stock Splits
Proposal--Background of the Reverse/Forward Stock Splits" set forth in the Proxy
Statement are incorporated herein by reference.
(b) Alternatives.
The section entitled "Special Factors--Alternatives to the
Reverse/Forward Stock Splits" set forth in the Proxy Statement is incorporated
herein by reference.
(c) Reasons.
The sections entitled "Special Factors--Reasons for the
Reverse/Forward Stock Splits" and "Reverse/Forward Stock Splits
Proposal--Background of the Reverse/Forward Stock Splits" set forth in the Proxy
Statement are incorporated herein by reference.
(d) Effects.
The sections entitled "Special Factors--Effects of the
Reverse/Forward Stock Splits," "Reverse/Forward Stock Splits Proposal--Potential
Detriments of the Reverse/Forward Stock Splits to Stockholders,"
"Reverse/Forward Stock Splits Proposal--Material Federal Income Tax
Consequences" and "Reverse/Forward Stock Splits Proposal--Financial Information"
set forth in the Proxy Statement are incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Fairness.
The sections entitled "Special Factors--Fairness of the
Transaction," "Opinion of Financial Advisor" and "Reverse/Forward Stock Splits
Proposal--Recommendation of the Board" set forth in the Proxy Statement are
incorporated herein by reference.
(b) Factors Considered in Determining Fairness.
The sections entitled "Reverse/Forward Stock Splits
Proposal--Recommendation of the Board," "Special Factors--Fairness of the
Transaction" and "General Voting Information--Vote Required to Approve Each
Item" set forth in the Proxy Statement are incorporated herein by reference.
(c) Approval of Security Holders.
The Reverse/Forward Stock Splits are not structured so that the
approval of at least a majority of the Company's unaffiliated holders of Class B
Shares is required.
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(d) Unaffiliated Representative.
The section entitled "Special Factors--Fairness of the Transaction"
set forth in the Proxy Statement is incorporated herein by reference.
(e) Approval of Directors.
The sections entitled "Reverse/Forward Stock Splits
Proposal--Recommendation of the Board" and "Special Factors--Fairness of the
Transaction" set forth in the Proxy Statement are incorporated herein by
reference.
(f) Other Offers.
None.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, Opinion or Appraisal
The sections entitled "Special Factors--Fairness of the Transaction"
and "Opinion of Financial Advisor" set forth in the Proxy Statement are
incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
The sections entitled "Summary Term Sheet--Reverse/Forward Stock
Splits" and "Opinion of Financial Advisor" set forth in the Proxy Statement are
incorporated herein by reference.
(c) Availability of Documents.
The full text of the fairness opinion of Legg Mason Wood Walker,
Incorporated dated December 7, 2004, is annexed to the Proxy Statement as
Exhibit A is incorporated herein by reference. Such fairness opinion is also
available for inspection and copying at the Company's principal executive
offices in Chillicothe, Ohio during the Company's regular business hours by any
interested stockholder of the Company or representative of such holder who has
been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds.
The section entitled "Persons Making the Proxy Solicitation and the
Costs Associated Therewith" set forth in the Proxy Statement is incorporated
herein by reference.
(b) Conditions.
Not applicable.
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(c) Expenses.
The section entitled "Persons Making the Proxy Solicitation and the
Costs Associated Therewith" set forth in the Proxy Statement is incorporated
herein by reference.
(d) Borrowed Funds.
Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The section entitled "Reverse/Forward Stock Splits
Proposal--Interest of Certain Persons in Matters to be Acted Upon" set forth in
the Proxy Statement is incorporated herein by reference.
(b) Securities Transactions.
None.
Item 12. The Solicitation or Recommendation.
(a) Intent to Tender or Vote in a Going Private Transaction.
The sections entitled "Reverse/Forward Stock Splits
Proposal--Recommendation of the Board" and "Special Factors--Fairness of the
Transaction" set forth in the Proxy Statement are incorporated herein by
reference.
(b) Recommendations of Others.
The sections entitled "Reverse/Forward Stock Splits
Proposal--Recommendation of the Board" and "Special Factors--Fairness of the
Transaction" set forth in the Proxy Statement are incorporated herein by
reference.
Item 13. Financial Information.
(a) Financial Information
(1) The information and financial statements set forth under Part
II, Item 8, entitled "Financial Statements and Supplementary Data" of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003
are incorporated herein by reference.
(2) The information and financial statements set forth under Part I,
Item 1, entitled "Financial Statements" of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2004 are incorporated
herein by reference.
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(3) The information set forth in the section entitled
"Reverse/Forward Stock Splits Proposal--Financial Information" in the Proxy
Statement is incorporated herein by reference.
(4) The information set forth in the section entitled
"Reverse/Forward Stock Splits Proposal--Financial Information" in the Proxy
Statement is incorporated herein by reference.
(b) Pro Forma Information.
The section entitled "Reverse/Forward Stock Splits
Proposal--Financial Information" set forth in the Proxy Statement is
incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The section entitled "Persons Making the Proxy Solicitation and the
Costs Associated Therewith" in the Proxy Statement is incorporated herein by
reference.
(b) Employees and Corporate Assets.
The section entitled "Persons Making the Proxy Solicitation and the
Costs Associated Therewith" in the Proxy Statement is incorporated herein by
reference.
Item 15. Additional Information.
All of the information set forth in the Proxy Statement and each
Exhibit annexed thereto is incorporated herein by reference.
Item 16. Exhibits.
Exhibit A -- Preliminary Proxy Statement for the Special Meeting of
Stockholders(1)
Exhibit B -- Fairness Opinion of Legg Mason Wood Walker, Incorporated(1)
Exhibit C -- Form of Reverse Stock Split Amendment to the Amended and Restated
Articles of Incorporation of the Company (1)
Exhibit D -- Form of Forward Stock Split Amendment to the Amended and Restated
Articles of Incorporation of the Company(1)
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(1) Incorporated by reference to the Company's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on December 21, 2004.
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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.
Dated: February 7, 2005 HORIZON TELCOM, INC.
By /s/ Thomas McKell
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Name: Thomas McKell
Title: President
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EXHIBIT INDEX
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Exhibit A -- Preliminary Proxy Statement for the Special Meeting of
Stockholders(1)
Exhibit B -- Fairness Opinion of Legg Mason Wood Walker, Incorporated(1)
Exhibit C -- Form of Reverse Stock Split Amendment to the Amended and Restated
Articles of Incorporation of the Company(1)
Exhibit D -- Form of Forward Stock Split Amendment to the Amended and Restated
Articles of Incorporation of the Company(1)
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(1) Incorporated by reference to the Company's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on December 21, 2004.
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