SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
PRESERVER GROUP, INC.
(NAME OF SUBJECT COMPANY)
PRESERVER GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
74082A 10 3
(PRESERVER GROUP, INC. CUSIP NUMBER OF CLASS OF SECURITIES)
[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 THE PERSON FILING STATEMENT)
WITH COPIES 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
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
NAME AND ADDRESS.
The name of the subject company is Preserver Group, Inc., a New Jersey
corporation. The address of the principal executive offices of the Company is 95
Route 17 South, Paramus, New Jersey 07653, and its telephone number is (201)
291-2000.
SECURITIES.
The title of the class of equity securities to which this
Solicitation/Recommendation Statement (this "Statement") relates is the common
stock, par value $0.50 per share (the "Shares"), of the Company of which
2,124,380 Shares were issued and outstanding as of February 5, 2002.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
NAME AND ADDRESS.
The name, business address and business telephone number of the Company, which
is the subject company and the person filing this Statement, are set forth in
Item 1 above.
TENDER OFFER.
This Statement relates to the tender offer by Preserver Group, Inc., a New
Jersey corporation (the "Company"), to purchase all outstanding Shares at a
purchase price of $7.75 per Share, net to the seller in cash (less any
required withholding taxes), without interest thereon, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated January
14, 2002 (the "Offer to Purchase"), and the Supplement to the Offer to
Purchase, dated February 11, 2002 (the "Supplement") and in the related
Letter of Transmittal (the "Letter of Transmittal", which, together with the
Offer to Purchase and the Supplement, as they may be amended or supplemented
from time to time, constitute the "Offer"). A copy of each of the Offer to
Purchase and the Letter of Transmittal are incorporated herein by reference
from Exhibits (a)(1)(A) and (a)(1)(B) to the Tender Offer Statement on
Schedule TO, filed by the filing person with the Securities and Exchange
Commission on January 14, 2002 and a copy of the Supplement is incorporated
herein by reference from Exhibit (a)(1)(K) to Amendment No. 1 to the Tender
Offer Statement on Schedule TO, filed by the filing person with the
Securities and Exchange Commission on February 12, 2002. The Offer is
described in a Tender Offer Statement on Schedule TO (which includes the
information required to be reported under Rule 13e-3), dated January 14, 2002
(the "Schedule TO"), which was filed with the Securities and Exchange
Commission on January 14, 2002 as amended by Amendment No. 1 to the Schedule
TO ("Amendment No. 1"), which was filed with the Securities and Exchange
Commission on February 12, 2002 each of which is incorporated herein in its
entirety.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
CONFLICTS OF INTEREST.
The information set forth under INTRODUCTION, SPECIAL FACTORS -- Background of
the Offer, SPECIAL FACTORS -- Recommendation of the Independent Committee and
the Company Board; Fairness of the Offer and the Merger, SPECIAL FACTORS --
Opinion of the Financial Advisor, SPECIAL FACTORS -- Interests of Certain
Persons in the Offer and the Merger, INFORMATION ABOUT THE COMPANY--Identity and
Background of Certain Persons, INFORMATION ABOUT THE COMPANY--Transactions
Concerning the Company's Shares-Most Recent 60 Days in the Offer to Purchase
filed as Exhibit (a)(1)(A) to the Schedule TO and in the Supplement filed as
Exhibit (a)(1)(K) to Amendment No. 1 is incorporated herein by reference.
2
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
RECOMMENDATION.
The information set forth under SPECIAL FACTORS -- Recommendation of the
Independent Committee and the Company Board; Fairness of the Offer and the
Merger, in the Offer to Purchase filed as Exhibit (a)(1)(A) to Schedule TO and
in the Supplement filed as Exhibit (a)(1)(K) to Amendment No. 1 is incorporated
herein by reference.
REASONS FOR THE RECOMMENDATION.
The reasons for the recommendation are set forth under INTRODUCTION, SPECIAL
FACTORS -- Background of the Offer, SPECIAL FACTORS -- Recommendation of the
Independent Committee and the Board; Fairness of the Offer and the Merger and
SPECIAL FACTORS -- Opinion of the Financial Advisor in the Offer to Purchase
filed as Exhibit (a)(1)(A) to the Schedule TO and in the Supplement filed as
Exhibit (a)(1)(K) to Amendment No. 1, and are incorporated herein by reference.
INTENT TO TENDER.
The intent of certain persons to tender their Shares is set forth under SPECIAL
FACTORS--Interests of Certain Persons in the Offer and the Merger in the Offer
to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO and is incorporated
herein by reference.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information contained under SPECIAL FACTORS -- Background of the Offer,
SPECIAL FACTORS -- Recommendation of the Independent Committee and the Board;
Fairness of the Offer and the Merger and SPECIAL FACTORS -- Opinion of the
Financial Advisor in the Offer to Purchase filed as Exhibit (a)(1)(A) to the
Schedule TO and in the Supplement filed as Exhibit (a)(1)(K) to Amendment No. 1
is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under SPECIAL FACTORS -- Transactions and Arrangements
Concerning the Company's Shares-Most Recent 60 Days in the Offer to Purchase
filed as Exhibit (a)(1)(A) to the Schedule TO is incorporated herein by
reference.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information contained in SPECIAL FACTORS--Background of the Offer, SPECIAL
FACTORS--Recommendation of the Independent Committee and the Company Board;
Fairness of the Offer and the Merger and SPECIAL FACTORS--Purpose of the Offer
in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO and in
the Supplement filed as Exhibit (a)(1)(K) to Amendment No. 1 is incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
The information contained in the Offer to Purchase filed as Exhibit (a)(1)(A) to
the Schedule TO and in the Supplement filed as Exhibit (a)(1)(K) to Amendment
No. 1 is incorporated herein by reference.
3
ITEM 9. 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. *+
(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 dated January
15, 2002.*+
(a)(1)(K)Supplement to Offer to Purchase, dated February 11, 2002**
(a)(1)(L)Text of Press Release issued by Preserver Group, Inc., dated February
11, 2002.**
(a)(1)(M) Text of letter of Company President to Shareholders dated February
12, 2002.+
(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).*
(b)(1)(F) Amendment No. 1 to Agreement of Tender Offer, Financing and Merger
between the Company and the 13D Group (included as ANNEX A to the Supplement
filed herewith as Exhibit (a)(1)(k)).**
(c)(1)(A) Opinion of Cochran, Caronia & Co. (included as ANNEX A - Section 1 to
the Offer to Purchase filed 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 as Exhibit
(a)(1)(A)).*+
(c)(1)(C) Letter of Cochran, Caronia & Co. regarding Opinion reference (included
as ANNEX B to the Supplement filed herewith as Exhibit (a)(1)(K)).**
4
(f)(1)(A) Excerpts from the New Jersey Business Corporation Act (included as
ANNEX C to the Offer to Purchase filed as Exhibit (a)(1)(A)).*+
* Incorporated by reference to the Schedule TO filed by the Company on January
14, 2002.
** Incorporated by reference to the Schedule TO Amendment filed by the Company
on February 11, 2002.
+ Mailed to the Company's shareholders.
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.
PRESERVER GROUP, INC.
By: /s/ Stephen A. Gilbert
----------------------------------------
Name: Stephen A. Gilbert
Title: President and Chief Executive Officer
Dated: February 11, 2002
6