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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 2)
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*: $9,791,675.50 Amount of Filing Fee*: $1,958.34
* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of 1,263,442 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 1,101,510 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, plus
vested options to purchase 115,000 shares and $746,215 of convertible debentures
convertible into 46,932 shares. 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.
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/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: $1,958.34 Filing Party: Preserver Group, Inc.
Form or Registration No.: Schedule TO Date Filed: January 15, 2002
/ / 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. /X/
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO initially
filed January 15, 2002, as amended, relating 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"), as amended by the Supplement thereto dated February 11, 2002 (the
"Supplement") and in the related Letter of Transmittal (the "Letter of
Transmittal"), 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 (collectively, the "Company Affiliates")
which 1,022,870 shares will not be tendered in the Offering. This Amendment No.
2 is filed with the Securities and Exchange Commission to attach a press release
dated February 28, 2002 (the "Press Release").
In conjunction with the Company's Tender Offer Statement on Schedule TO, the
Company Affiliates have filed with the Commission a Tender Offer Statement on
Schedule TO relating to the Company's tender offer for the Shares due to the
ownership in the Company of the Company Affiliates after the Company's proposed
tender offer, certain contractual rights of the Company Affiliates with the
respect to the Company's tender offer for the Shares and the financing of the
Company's tender offer by certain of the Company Affiliates. Contemporaneously
with the Company's filing of this Amendment No. 2, the Company Affiliates are
filing with the Securities and Exchange Commission Amendment No. 1 to their
Tender Offer Statement on Schedule TO to attach the Press Release.
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. *+
(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. *
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(a)(1)(J) Text of letter of Company President to Shareholders.*+
(a)(1)(K) Supplement to Offer to Purchase, dated February 11, 2002.**+
(a)(1)(L) Recommendation Statement on Schedule 14D-9 of the Company dated
February 11, 2002.**
(a)(1)(M)Text of Press Release issued by Preserver Group, Inc., dated February
12, 2002.**
(a)(1)(N) Text of letter of the Company's President to Shareholders dated
February 12, 2002.**+
(a)(1)(O) Text of Press Release dated February 28, 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)).**+
(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 No. 1filed by
the Company on February 12, 2002.
+ Mailed to the Company's shareholders.
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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.
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: February 28, 2002
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EXHIBIT INDEX
(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.*+
(a)(1)(K) Supplement to Offer to Purchase, dated February 11, 2002.**+
(a)(1)(L) Recommendation Statement on Schedule 14D-9 of the Company dated
February 11, 2002.**
(a)(1)(M)Text of Press Release issued by Preserver Group, Inc., dated February
12, 2002.**
(a)(1)(N) Text of letter of the Company's President to Shareholders dated
February 12, 2002.**+
(a)(1)(O) Text of Press Release dated February 28, 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)).*+
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(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)).**+
(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 No. 1 filed by
the Company on February 12, 2002.
+ Mailed to the Company's shareholders.