SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
ALLCITY INSURANCE COMPANY
(NAME OF ISSUER)
ALLCITY INSURANCE COMPANY
IAN M. CUMMING
JOSEPH S. STEINBERG
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
016752107
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROCCO J. NITTOLI
ALLCITY INSURANCE COMPANY
45 MAIN STREET
BROOKLYN, NEW YORK 11201
TELEPHONE: 718-422-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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, 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
1993.
c. [X] 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. [X]
-----------------
CALCULATION OF FILING FEE*
================================================================================
Transaction Valuation Amount of Filing Fee
- ----------------------------------------------- --------------------------------
$1,704,497 $138
- ----------------------------------------------- --------------------------------
* For purpose of calculating the filing fee only. The fee is $80.90
per $1,000,000 of the aggregate offering amount (or .0000809 of the aggregate
transaction valuation), calculated pursuant to Rule 0-11 of the Securities
Exchange Act of 1934, as amended by Fee Advisory #11, issued by the Commission
on February 7, 2003. The amount assumes the purchase of 619,817 shares of common
stock of Allcity Insurance Company ("Allcity"), for a purchase price per share
of $2.75 in cash. Such number of shares represents (i) the sum of the 7,078,625
outstanding shares of Allcity as of March 31, 2003, (ii) less 6,458,808 shares
of Allcity already beneficially owned by Leucadia National Corporation.
[X] 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 the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $138 Filing Party: Leucadia National
Corporation
Form or Registration No.: Schedule TO Date Filed: April 30, 2003
2
This Amendment No. 3 (this "Amendment") amends and supplements the
Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange
Commission (the "Commission") on May 28, 2003, as amended and/or supplemented by
Amendment No. 1 filed with the Commission on May 28, 2003 and Amendment No. 2
filed with the Commission on June 4, 2003 (as so amended the "Schedule 13E-3")
by Allcity Insurance Company, a New York Corporation ("Allcity"), Ian M.
Cumming, and Joseph S. Steinberg. The Schedule 13E-3, along with this Amendment,
relates to the offer by Leucadia National Corporation, a New York Corporation
("Leucadia"), to purchase all of the outstanding shares of common stock, par
value $1.00 per share (the "Common Stock"), of Allcity at a price of $2.75 per
share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 29,
2003, as amended (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer").
The information set forth in the Offer to Purchase and the related
Letter of Transmittal is expressly incorporated herein by reference in response
to all the items of this Amendment, except as set forth below. In addition, the
information set forth in Items 1 through 16 of the Schedule 13E-3 are
incorporated herein by reference with respect to Items 1 through 16 of this
Amendment, except those Items as to which information specifically provided
herein is relevant, in which case the information contained in the Schedule
13E-3 is incorporated herein by reference in partial answer to those Items
unless otherwise noted hereto.
All information in this Amendment or incorporated by reference in
this Amendment concerning Leucadia or its affiliates, or actions or events with
respect to any of them, was provided by Leucadia or has been taken from or based
upon publicly available documents and records on file with the Commission and
other public sources. Information contained in this Amendment with respect to
Allcity has been provided by Allcity.
ITEM 15. ADDITIONAL INFORMATION.
Item 15(b) on the Schedule 13E-3 is hereby amended and supplemented by adding
the following thereto:
On June 11, 2003, Leucadia issued a press release announcing the
completion of the Offer. The Offer expired at 9:00 a.m. New York City time on
Wednesday, June 11, 2003. The full text of the press release is set forth in
Exhibit (a)(11) to the Schedule TO-T/A filed with the Commission on June 11,
2003 by Leucadia and is incorporated herein by reference.
ITEM 16. EXHIBITS.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the
following exhibit thereto:
(a)(11) Text of press release issued by Leucadia, dated June 11, 2003,
announcing the completion of the Offer (incorporated herein by
reference to Exhibit (a)(11) to the Schedule TO-T/A of Leucadia
filed with the Commission on June 11, 2003).
3
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: June 11, 2003 ALLCITY INSURANCE COMPANY
By: /s/ Douglas M. Whitenack
----------------------------------
Name: Douglas M. Whitenack
Title: Chief Financial Officer
4
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: June 11, 2003
By: /s/ Ian M. Cumming
--------------------------------
Name: Ian M. Cumming
5
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: June 11, 2003
By: /s/ Joseph S. Steinberg
-----------------------------
Name: Joseph S. Steinberg
6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(11) Text of press release issued by Leucadia, dated June 11, 2003.
7