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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PRESERVER GROUP, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
PRESERVER GROUP, INC.
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
PRESERVER GROUP, INC. CUSIP NUMBER IS 74082A 10 3
[NOTE: CERTIFICATES IN THE COMPANY'S FORMER NAME
MOTOR CLUB OF AMERICA BEAR CUSIP NUMBER 619823 10 7]
(CUSIP NUMBER OF CLASS OF SECURITIES)
Stephen A. Gilbert and Patrick J. Haveron
Preserver Group, Inc.
95 Route 17 South
Paramus, New Jersey 07653
Telephone: (201) 291-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING
PERSONS)
COPY TO:
Stanley U. North, III, Esq. Morris Bienenfeld, Esq.
Sills Cummis Radin Tischman Epstein & Gross, P.A. Wolff & Samson, P.A.
One Riverfront Plaza 280 Corporate Center
Newark, New Jersey 07102-5400 Five Becker Farm Road
Telephone: (973) 643-7000 Roseland, New Jersey 07068
Telephone: (973) 740-0500
CALCULATION OF FILING FEE:
Transaction Valuation*: $8,536,702.50 Amount of Filing Fee*: $1,707.34
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of 1,101,510 outstanding shares of common
stock, par value $0.50, of Preserver Group, Inc., at a price per share of $7.75
in cash. Such number of shares represents all shares of common stock outstanding
as of December 18, 2001, other than an aggregate of 1,022,870 shares
beneficially owned by Archer McWhorter, Alvin E. Swanner and William E. Lobeck,
Jr., and their affiliates, which shares will not be tendered in the Offer. The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
/ / 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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of the 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.
/X/ issuer tender offer subject to Rule 13e-4.
/X/ 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. / /
This Tender Offer Statement on Schedule TO relates to the issuer tender offer
by Preserver Group, Inc., a New Jersey corporation (the "Company"), to
purchase up to 1,101,510 Shares of its issued and outstanding common stock,
par value $0.50 per share (the "Shares"), at a purchase price of $7.75 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
January 14, 2002 (the "Offer to Purchase"), a copy of which is attached
hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the"
Letter of Transmittal"), a copy of which is attached hereto as Exhibit
(a)(1)(B) and which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the Offer and are herein
incorporated by reference. The 1,101,510 shares represent all of the issued
and outstanding common stock of the Company other than the 1,022,870 issued
and outstanding shares owned, in the aggregate, by William E. Lobeck, Jr.,
Archer McWhorter and Alvin E. Swanner, and their affiliates which 1,022,870
shares will not be tendered in the Offering.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Summary Term Sheet in the Offer to Purchase is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the issuer of the Shares subject to the Offer
is Preserver Group, Inc., a New Jersey corporation. The Company changed its name
in July 2001 from Motor Club of America to Preserver Group, Inc. The Company's
principal executive offices are located at 95 Route 17 South, Paramus, New
Jersey 07653, telephone: (201) 291-2000.
(b) Securities. The class of securities to which this statement relates is the
common stock, par value $0.50 per share, of which 2,124,380 Shares were issued
and outstanding as of December 18, 2001. The information set forth in the cover
page of the Offer to Purchase is incorporated herein by reference.
(c) Trading Market and Price. The Shares are currently traded on the NASDAQ
National Market System under the symbol "PRES." The information set forth in the
cover page of the Offer to Purchase and THE TENDER OFFER - Section 6. Price
Range of Shares; Dividends is incorporated herein by reference.
(d) Dividends. The information set forth in THE TENDER OFFER - Section 6. Price
Range of Shares; Dividends is incorporated herein by reference.
(e) Prior Public Offerings. During the past three years, the Company has not
engaged in any underwritten public offering of common stock for cash, either
registered under the Securities Act of 1933, as amended, or exempt from
registration under Regulation A.
(f) Prior Stock Purchases. The Company has not purchased any of its common stock
during the past two years.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. This Tender Offer Statement is filed by the Company, which
is also the issuer of the securities described in Item 2(b) of this Schedule TO.
The information set forth in response to Item 2(a) of this Schedule TO is
incorporated herein by reference. Further, the information set forth in the
Offer to Purchase under INFORMATION ABOUT THE COMPANY - Section 1. Identity and
Background of Certain Persons is incorporated herein by reference.
(b) Business and Background of Entities. The Company is incorporated under the
laws of the State of New Jersey. The Company has not been convicted of any
criminal act during the past five years. Further, the Company has not been party
to any judicial or administrative proceeding during the last five years that has
resulted in a judgment, decree or final order enjoining the Company from
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any future violations of, or prohibiting activities subject to, any federal or
state securities laws, or finding of any violation of federal or state
securities laws.
(c) Business and Background of Natural Persons. The information set forth in the
Offer to Purchase under INFORMATION ABOUT THE COMPANY - Section 1. Identity and
Background of Certain Persons is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms.
(1) Tender Offers.
(i) The information set forth on the cover page to the Offer to Purchase is
incorporated herein by reference.
(ii) The information set forth on the cover page to the Offer to Purchase is
incorporated herein by reference.
(iii) The information set forth in THE TENDER OFFER - Section 1. Terms of the
Offer; Expiration Date is incorporated herein by reference.
(iv) Not applicable.
(v) The information set forth in THE TENDER OFFER - Section 1. The Terms of the
Offer; Expiration Date is incorporated herein by reference.
(vi) The information set forth in THE TENDER OFFER - Section 4. Withdrawal
Rights is incorporated herein by reference.
(vii) The information set forth in THE TENDER OFFER - Section 3. Procedures for
Tendering Shares and THE TENDER OFFER - Section 4. Withdrawal Rights is
incorporated herein by reference.
(viii) The information set forth in THE TENDER OFFER - Section 2. Acceptance for
Payment and Payment for Shares is incorporated herein by reference.
(ix) The Company is offering to purchase all of the outstanding Shares of common
stock of the Company. Archer McWhorter, Chairman of the Board of the Company,
William E. Lobeck, Jr., a director of the Company and Alvin E. Swanner, a
director of the Company, all of whom together constitute the Executive Committee
of the Board of Directors, have agreed with the Company that they and their
affiliates will not tender any Shares pursuant to the Offer. Thus, the Company
does not believe that its offer for tenders will be overscribed and has no plans
to accept the securities referenced in Item 2(b) of this Schedule TO on a pro
rata basis.
(x) The information set forth in SPECIAL FACTORS - Section 5. Plans for the
Company After the Offer; the Merger is incorporated herein by reference.
(xi) Not applicable.
(xii) The information set forth in THE TENDER OFFER - Section 5. Certain U.S.
Federal Income Tax Consequences is incorporated herein by reference.
(2) Mergers of Similar Transactions. Not applicable.
(b) Purchases. The information set forth in SPECIAL FACTORS - Section 5 Certain
Effects of The Offer; the Merger is incorporated herein by reference.
(c) Different Terms. Rule 13e-4(f)(8)(i) (the "all holders rule") requires that
any issuer tender offer be open to all security holders of the class of
securities subject to the tender offer. In compliance with said Rule, the Offer
is open to all holders of the securities described in Item 2(b) of this Schedule
TO. Nevertheless, William E. Lobeck, Jr., Archer McWhorter and Alvin E. Swanner
have entered into an agreement with the Company, pursuant to which, among other
things, they have agreed that neither they nor their affiliates will tender any
Shares pursuant to the Offer. Accordingly, all holders of the Shares will be
treated alike, provided that Messrs. Lobeck, McWhorter and Swanner and their
affiliates will not be tendering their Shares. The information set forth in the
cover page to the Offer to Purchase and THE TENDER OFFER - Section 5. Plans for
the Company After the Offer; the Merger is incorporated herein by reference.
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(d) Appraisal Rights. The information set forth in SPECIAL FACTORS - Section 7.
Dissenters' Rights is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. The information set forth
in the Offer to Purchase under INFORMATION ABOUT THE COMPANY - Section 5.
Certain Financial Information and INFORMATION ABOUT THE COMPANY - Section 7.
Incorporation of Certain Documents by Reference is incorporated herein by
reference.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. The information set forth in the cover page to the Offer to
Purchase, SPECIAL FACTORS - Section 1. Background of the Offer, THE TENDER OFFER
- - Section 7. Source and Amount of Funds, INFORMATION ABOUT THE COMPANY - Section
3. Transactions Concerning the Company's Shares - Most Recent 60 Days and
INFORMATION ABOUT THE COMPANY - Section 4. Contracts, Transactions, Negotiations
and Agreements is incorporated herein by reference.
(b) Significant Corporate Events. The information set forth in the cover page to
the Offer to Purchase, SPECIAL FACTORS - Section 1. Background of the Offer,
SPECIAL FACTORS - Section 5, Plans for the Company After the Offer; the Merger;
THE TENDER OFFER - Section 7. Source and Amount of Funds and INFORMATION ABOUT
THE COMPANY - Section 4. Contracts, Transactions, Negotiations and Agreements
are incorporated herein by reference.
(c) Negotiations or Contacts. The information set forth in the cover page to the
Offer to Purchase, SPECIAL FACTORS - Section 1. Background of the Offer, SPECIAL
FACTORS - Section 5. Plans for the Company After the Offer; the Merger; THE
TENDER OFFER - Section 7. Source and Amount of Funds and INFORMATION ABOUT THE
COMPANY - Section 4. Contracts, Transactions, Negotiations and Agreements is
incorporated herein by reference.
(d) Conflicts of Interest. Not applicable.
(e) Agreements Involving the Subject Company's Securities. The information set
forth in the cover page to the Offer to Purchase, SPECIAL FACTORS - Section 1.
Background of the Offer, SPECIAL FACTORS - Section 5. Plans for the Company
After the Offer; the Merger; THE TENDER OFFER - Section 7. Source and Amount of
Funds and INFORMATION ABOUT THE COMPANY - Section 4. Contracts, Transactions,
Negotiations and Agreements is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information contained in SPECIAL FACTORS - Section 1.
Background of the Offer, SPECIAL FACTORS - Section 2. Recommendation of the
Independent Committee and the Company Board; Fairness of the Offer and the
Merger and SPECIAL FACTORS - Section 8. Purpose of the Offer is incorporated
herein by reference.
(b) Use of Securities Acquired. The information contained in SPECIAL FACTORS -
Section 5. Plans for the Company After the Offer; the Merger and SPECIAL FACTORS
- - Section 8. Purpose of the Offer is incorporated herein by reference.
(c) Plans. The information contained in SPECIAL FACTORS - Section 5. Plans for
the Company After the Offer; the Merger and SPECIAL FACTORS - Section 8. Purpose
of the Offer is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The information contained in THE TENDER OFFER - Section 7.
Source and Amount of Funds and ANNEX B - Agreement for Self-Tender Offer,
Financing and Second-Step Merger (including the exhibits thereto) is
incorporated herein by reference.
(b) Conditions. The information contained in THE TENDER OFFER - Section 7.
Source and Amount of Funds and ANNEX B - Agreement for Self-Tender Offer,
Financing and Second-Step Merger (including the exhibits thereto) is
incorporated herein by reference.
(c) Expenses. The information contained in THE TENDER OFFER - Section 7. Source
and Amount of Funds and THE TENDER OFFER - Section 9. Fees and Expenses is
incorporated herein by reference.
(d) Borrowed Funds. The information contained in THE TENDER OFFER - Section 7.
Source and Amount of Funds and ANNEX B
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- - Agreement for Self-Tender Offer, Financing and Second-Step Merger (including
the exhibits thereto) is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information contained in INFORMATION ABOUT THE
COMPANY - Section 2. Identity and Background of Certain Persons is incorporated
herein by reference.
(b) Securities Transactions. The information contained in INFORMATION ABOUT THE
COMPANY - Section 3. Transactions Concerning the Company's Shares - Most Recent
60 Days is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. The information contained in THE TENDER
OFFER - Section 9. Fees and Expenses is incorporated herein by reference.
(b) Employees and Corporate Assets. The information contained in THE TENDER
OFFER - Section 9. Fees and Expenses is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Financial Information. The financial statements contained in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed
with the Securities and Exchange Commission (the "Commission") on April 17, 2001
and on Form 10-K/A filed with the Commission on June 11, 2001 and the Company's
Quarterly Reports on Form 10-Q filed with the Commission on May 21, 2001, August
14, 2001 and November 14, 2001 are incorporated herein by reference. The
financial statements contained in the Company's Form 10K/A for the fiscal year
ended December 31, 1999 and 1998 were filed with the Commission on January 10,
2002 and are incorporated herein by reference.
(b) Pro Forma Information. The information contained in INFORMATION ABOUT THE
COMPANY - Section 5. Certain Financial Information Concerning the Company is
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) The information contained in the cover page to the Offer to Purchase,
SPECIAL FACTORS - Section 5. Plans for the Company After the Offer; the Merger,
SPECIAL FACTORS - Section 6. Interests of Certain Persons in the Offer and the
Merger and THE TENDER OFFER - Section 7. Source and Amount of Funds is
incorporated herein by reference.
(2) The information contained in THE TENDER OFFER - Section 11. Certain Legal
Matters is incorporated herein by reference.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(b) Other Material Information. The information set forth in the Offer to
Purchase and Letter of Transmittal and SPECIAL FACTORS - Section 1. Background
of the Offer is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated January 14, 2002.
(a)(1)(B) Letter of Transmittal dated January 14, 2002.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Text of Notice of Offer to Purchase
(a)(1)(H) Text of press release issued by Preserver Group, Inc., dated December
18, 2001.
(a)(1)(I) Text of press release issued by Preserver Group, Inc., dated January
15, 2002.
(a)(1)(J) Text of letter of Company President to Shareholders.
(b)(1)(A) Agreement of Tender Offer, Financing and Merger between the Company
and the 13D Group (included as ANNEX B to the Offer to Purchase filed herewith
as Exhibit (a)(1)(A)).
(b)(1)(B) Financing Agreement between the Company and Archer McWhorter and Alvin
E. Swanner (included as an Exhibit to the Agreement at ANNEX B).
(b)(1)(C) Note of Company in favor of Archer McWhorter and Alvin E. Swanner
(included as an Exhibit to the Agreement at ANNEX B).
(b)(1)(D) Form of Certificate of Amendment of the Company establishing
non-voting Series A Preferred Stock (included as an Exhibit to the Agreement at
ANNEX B).
(b(1)(E) Form of Merger Agreement between the Company and Merger Company (to be
subsequently filed by amendment as an Exhibit to the Agreement at ANNEX B).
(c)(1)(A) Opinion of Cochran, Caronia & Co. (included as ANNEX A - Section 1 to
the Offer to Purchase filed herewith as Exhibit (a)(1)(A)).
(c)(1)(B) Cochran, Caronia & Co. Presentation to the Independent Committee
(included as ANNEX A - Section 2 to the Offer to Purchase filed herewith as
Exhibit (a)(1)(A).)
(f)(1)(A) Excerpts from the New Jersey Business Corporation Act (included as
ANNEX C to the Offer to Purchase filed herewith as Exhibit (a)(1)(A)).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
SCHEDULE 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Purposes. The information set forth in SPECIAL FACTORS - Section 1.
Background of the Offer and SPECIAL FACTORS - Section 8. Purpose of the Offer is
incorporated herein by reference.
(b) Alternatives. The information set forth in SPECIAL FACTORS - Section 1.
Background of the Offer and SPECIAL FACTORS - Section 3. Opinion of the
Financial Advisor is incorporated herein by reference.
(c) Reasons. The information set forth in SPECIAL FACTORS - Section 1.
Background of the Offer and SPECIAL FACTORS - Section 2. Recommendation of the
Independent Committee and the Company Board; Fairness of the Offer and the
Merger - SPECIAL FACTORS - Section 4. Position of he Executive Committee
Regarding Fairness of the Offer and the Merger is incorporated herein by
reference.
(d) Effects. The information set forth in SPECIAL FACTORS - Section 5. Plans for
the Company After the Offer; the Merger and THE TENDER OFFER - Section 5.
Certain U.S. Federal Income Tax Consequences is incorporated herein by
reference.
SCHEDULE 13E-3, ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Fairness. The information set forth in SPECIAL FACTORS - Section 2.
Recommendation of the Independent Committee and the Company Board; Fairness
of the Offer and the Merger - SPECIAL FACTORS - Section 4. Position of the
Executive Committee Regarding Fairness of the Offer and the Merger is
incorporated herein by reference.
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(b) Factors Considered in Determining Fairness. The information set forth in
SPECIAL FACTORS - Section 2. Recommendation of the Independent Committee and
the Company Board; Fairness of the Offer and the Merger - SPECIAL FACTORS -
Section 4. Position of the Executive Committee Regarding Fairness of the
Offer and the Merger is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in SPECIAL FACTORS -
Section 2. Recommendation of the Independent Committee and the Company Board;
Fairness of the Offer and the Merger is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in SPECIAL FACTORS -
Section 1. Background of the Offer and SPECIAL FACTORS - Section 2.
Recommendation of the Independent Committee and the Company Board; Fairness of
the Offer and the Merger is incorporated herein by reference.
(e) Approval of Directors. The information set forth in SPECIAL FACTORS -
Section 1. Background of the Offer and SPECIAL FACTORS - Section 2.
Recommendation of the Independent Committee and the Company Board; Fairness of
the Offer and the Merger is incorporated herein by reference.
(f) Other Offers. The information set forth in SPECIAL FACTORS - Section 1.
Background of the Offer and SPECIAL FACTORS - Section 2. Recommendation of the
Independent Committee and the Company Board; Fairness of the Offer and the
Merger is incorporated herein by reference.
SCHEDULE 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) Report, Opinion or Appraisal. The information set forth in SPECIAL FACTORS -
Section 1. Background of the Offer, SPECIAL FACTORS - Section 3. Opinion of the
Financial Advisor and ANNEX A - Section 1. Opinion of Cochran, Caronia & Co. is
incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The information
set forth in SPECIAL FACTORS - Section 3. Opinion of the Financial Advisor and
ANNEX A - Section 1. Opinion of Cochran, Caronia & Co. is incorporated herein by
reference.
(c) Availability of Documents. A copy of the Opinion of Cochran, Caronia & Co.
is attached hereto as ANNEX A - Section 1.
SCHEDULE 13E-3, ITEM 12. THE SOLICIATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set
forth in Section 6. Interests of Certain Persons in the Offer and the Merger is
incorporated herein by reference.
(e) Recommendations of Others. The information contained in SPECIAL FACTORS -
Section 2. Recommendation of the Independent Committee and the Company Board;
Fairness of the Offer and the Merger and Section 4. Position of the Executive
Committee Regarding Fairness of the Offer is incorporated herein by reference.
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.
SCHEDULE TO AND SCHEDULE 13E-3
PRESERVER GROUP, INC.
By: /s/ Stephen A. Gilbert
----------------------
Name: Stephen A. Gilbert
Title: President and Chief Executive Offer
Dated: January 14, 2002
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