UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Rule 13e-3 Transaction Statement
(Under Section 13(e) of the
Securities Exchange Act of 1934)
Essex Bancorp, Inc.
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(Name of the Issuer)
Essex Bancorp, Inc.
Essex Acquisition Corp.
Harry F. Radcliffe
Robert G. Hecht
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(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
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(Title of Class of Securities)
296687106
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(CUSIP Number of Class of Securities)
Gene D. Ross
President & Chief Executive Officer
Essex Bancorp, Inc.
Interstate Corporate Center, Building 9, Suite 200
Norfolk, VA 23502
(757) 893-1345
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copies to:
James J. Wheaton, Esquire
Troutman Sanders Mays & Valentine LLP
2525 Dominion Tower
999 Waterside Drive
Norfolk, Virginia 23510
This statement is filed in connection with (check the appropriate box):
(a) [X] The filing of solicitation materials or an information statement
subject to Regulation 14A ((S)(S) 240.14a-1 through 240.14b-1),
Regulation 14C ((S)(S) 240.14c-1 through 240.14c-101) or Rule
13e-3(c) ((S) 240.13e-3(c)) under the Securities Exchange Act of
1934, as amended (the "Act").
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(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
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Transaction Valuation* Amount of filing fee
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*For purposes of calculating the filing fee only. $311.68
Assumes the payment of $1.45 per share in exchange
for a total of 1,060,642 shares of Common Stock and
a total payment of $20,429 in exchange for
outstanding options to acquire Common Stock. The
amount of the filing fee, calculated in accordance
with Regulation 240.0-11(b) of the Securities
Exchange Act of 1934, as amended, equals 1/50 of one
percent of the value of the proposed cash payment to
be made in connection with the transaction, as
described in the Proxy Statement.
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[X] Check the box if any part of the fee is offset as provided by (S)
240.0-11(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: $311.68
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Form or Registration No.: PREM14A
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Filing Party: Essex Bancorp, Inc.
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Date Filed: March 30, 2001
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Statement") is
being filed by Essex Bancorp, Inc., a Delaware corporation (the "Company"),
Essex Acquisition Corp., a Virginia corporation ("Essex Acquisition"), and each
of Messrs. Harry F. Radcliffe and Robert G. Hecht, who are directors of the
Company and Essex Acquisition, in connection with a Restated Agreement and Plan
of Merger dated May 1, 2001 (the "Agreement"), a copy of which is attached as
Appendix A to the proxy statement ("Proxy Statement") filed with the Securities
and Exchange Commission on March 30, 2001 pursuant to Regulation 14A under the
Act. Pursuant to the Agreement, the Company will be merged with and into Essex
Acquisition (the "Merger"), a newly formed Virginia corporation that is wholly-
owned by the Company, and all outstanding shares of common stock, $0.01 par
value, of the Company (the "Common Stock") will be cancelled and exchanged
automatically for right to receive $1.45 in cash, payable to the holder, without
interest, upon the terms and subject to the conditions set forth in the
Agreement.
The responses and cross-references presented below provide the locations in
the Proxy Statement (including the appendices thereto) of the information
required to be included in response to the items of this Statement. The
information in the Proxy Statement is hereby expressly incorporated herein by
reference, and the responses to each item in this Statement are qualified in
their entirety by the information contained in the Proxy Statement. A copy of
the Proxy Statement is attached hereto as Exhibit (a).
Item 1. SUMMARY TERM SHEET.
The information set forth in the "Summary Term Sheet" in the
Proxy Statement is incorporated herein by reference.
Item 2. SUBJECT COMPANY INFORMATION.
(a) Name and address. The name of the Company is Essex
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Bancorp, Inc. Its principal executive offices are located at Interstate
Corporate Center, Building 9, Suite 200, Norfolk, Virginia 23502, and its
telephone number is (757) 893-1300.
(b) Securities. The securities subject to the transaction
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contemplated by this Statement are the Company's Common Stock, $0.01 par value
(the "Common Stock").
As of March 30, 2001 there were approximately 1,060,642
shares of Common Stock outstanding.
(c) Trading market and price. The information set forth under
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the caption "Other Information About the Company -- Market Prices of Common
Stock and Dividends" in the Proxy Statement is incorporated herein by reference.
(d) Dividends. The information set forth under the caption
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"Other Information About the Company -- Market Prices of Common Stock and
Dividends" in the Proxy Statement is incorporated herein by reference.
(e) Prior public offerings. No underwritten public offering
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of the Company's Common Stock has been made by the persons filing this Statement
during the past three years.
(f) Prior stock purchases. Neither the Company nor any
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affiliates of the Company have purchased any shares of the Company's Common
Stock during the past two years.
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Item 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and address. The name, business address and business
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telephone number of each filing person on this Statement are:
Essex Bancorp, Inc. Essex Acquisition Corp.
Interstate Corporate Center Interstate Corporate Center
Building 9, Suite 200 Building 9, Suite 200
Norfolk, Virginia 23502 Norfolk, Virginia 23502
(757) 893-1300 (757) 893-1300
Harry F. Radcliffe Robert G. Hecht
40 Wiggins Lane 2077 Blairmont Drive
Uniontown, PA 15401 Pittsburgh, PA 15241
The address and phone number of each executive officer and director of the
Company is the same as indicated above for the Company, and the address and
phone number of each executive officer and director of Essex Acquisition is the
same as indicated above for Essex Acquisition. The directors and officers of the
Company and Essex Acquisition are identical. Messrs. Radcliffe and Hecht are
also directors of the Company and Essex Acquisitions, and biographical
information regarding them and the other directors is contained in the Proxy
Statement under the caption "Other Information About the Company - Information
with Respect to Continuing Directors." That information is incorporated herein
by reference. The other executive officers of the Company and Essex Acquisition
are as follows:
Earl C. McPherson: Mr. McPherson presently serves as President
of Essex First Mortgage and as Executive Vice
President of Loan Production and Secondary
Marketing of Essex Savings Bank, F.S.B. (the
"Bank"). Mr. McPherson served as Director,
President and Chief Executive Officer of
Essex First Mortgage Corporation from 1992
until its merger with the Bank on December
31, 1998.
Roy H. Rechkemmer, Jr.: Mr. Rechkemmer presently serves as Senior
Vice President of Finance and Treasurer of
the Company and the Bank. Mr. Rechkemmer also
serves as Chairman of the Bank's Asset and
Liability Management Committee, Manager of
the Bank's Investment Portfolio and
Administrator of the Bank's branches. Mr.
Rechkemmer has been employed by the Bank and
its subsidiaries since 1987.
Mary-Jo Rawson: Ms. Rawson presently serves as Senior Vice-
President and Chief Accounting Officer of the
Company and the Bank. Ms. Rawson has been
employed by the Company since 1992.
Essex Acquisition, as the Company's wholly-owned subsidiary, is controlled by
the Company. The Company is both a filing person and the subject company of this
Statement.
(b) Business and background of entities. Essex Acquisition was
-----------------------------------
formed for the sole purpose of effecting the merger of the Company with and into
Essex Acquisition pursuant to the terms and conditions of the Agreement. Essex
Acquisition was incorporated in the Commonwealth of Virginia. To the best of the
knowledge of Essex Acquisition, no executive officer, director or controlling
person of Essex Acquisition was: (i) convicted in a criminal proceeding during
the last five years (excluding traffic violations or similar misdemeanors) or
(ii) a party to any judicial or administrative proceeding during the
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past five years (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.
(c) Business and background of natural persons. With regard to the
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employment and background information of Messrs. Radcliffe and Hecht, and the
other directors of the Company and Essex Acquisition, the information set forth
under the caption "Other Information About the Company -- Information With
Respect to Continuing Directors" is incorporated herein by reference. The
employment and background information of other executive officers of the Company
and Essex Acquisition are provided above under subsection (a) of Item 3.
The addresses of the Company, Essex Acquisition and Messrs. Radcliffe and
Hecht are provided above under subsection (a) of this Item 3.
Neither Mr. Radcliffe nor Mr. Hecht was (i) convicted in a criminal
proceeding during the last five (5) years (excluding traffic violations or
similar misdemeanors) or (ii) a party to any judicial or administrative
proceeding during the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
To the best of the respective knowledge of the Company and Essex Acquisition,
none of their respective executive officers, directors or control persons were
(i) convicted in a criminal proceeding during the last five years (excluding
traffic violations or similar misdemeanors) or (ii) a party to any judicial or
administrative proceeding during the past five years (except for matters that
were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
Mr. Radcliffe and Mr. Hecht, and each other executive officers and director of
the Company and Essex Acquisition, are citizens of the United States.
Item 4. TERMS OF THE TRANSACTION.
(a) Material terms.
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(i) The information set forth under the captions "The
Proposed Merger --Background of the Merger - Recommendation of the Special
Committee and Board of Directors; Reasons for the Merger" and "-- Exchange of
Securities" in the Proxy Statement is incorporated herein by reference.
(ii) The information set forth under the captions "Summary
Term Sheet --What will I Receive in the Merger?" and "The Proposed Merger --
Background of the Merger" in the Proxy Statement is incorporated herein by
reference.
(iii) The information set forth under the caption "The
Proposed Merger -- Recommendation of the Special Committee and Board of
Directors; Reasons for the Merger" in the Proxy Statement is incorporated herein
by reference.
(iv) The information set forth under the caption
"Information About the Meeting -- Record Date, Quorum and Required Vote" in the
Proxy Statement is incorporated herein by reference.
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(v) The information set forth under the captions "The Proposed
Merger --Certain Effects of the Merger" and "-- Exchange of Securities" in the
Proxy Statement is incorporated herein by reference.
(vi) Not applicable.
(vii) The information set forth under the captions "Summary Term
Sheet -- What Are the Federal Income Tax Consequences of the Merger?" and "The
Proposed Merger -- Federal Income Tax Consequences" in the Proxy Statement is
incorporated herein by reference.
(c) Different terms. No holder of the Common Stock will be treated
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in the Merger differently from any other holder of Common Stock.
(d) Appraisal rights. The information set forth under the captions
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"Summary Term Sheet -- Do I Have Dissenters' Rights?" and "The Proposed Merger -
Rights of Dissenting Shareholders" in the Proxy Statement is incorporated herein
by reference.
(e) Provisions for unaffiliated securities holders. None.
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(f) Eligibility for listing or trading. Not applicable.
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Item 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. Not applicable.
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(b) Significant corporate events. Messrs. Radcliffe and Hecht have
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each been previously elected to the Board of Directors of the Company. No other
negotiation, transaction or material contact has occurred during the past two
(2) years between any filing person and the Company or its affiliates.
(c) Negotiations or contracts. Not applicable.
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(e) Agreements involving the subject Company's securities. The
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information set forth under the captions "Securities Ownership of Certain
Beneficial Owners", "Other Information About the Company -- Employment and Other
Executive Services Agreement and Plans" in the Proxy Statement is incorporated
herein by reference. In addition, the Company may, from time to time in the
ordinary course of its business, issue stock options and awards to its
directors, officers and employees.
Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities acquired. The information set forth under the
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captions "Summary Term Sheet -- What is the Proposed Merger?" and "The Proposed
Merger -- Certain Effects of the Merger" in the Proxy Statement is incorporated
herein by reference.
(c) Plans.
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(1) The information set forth under the captions "Summary Term
Sheet -- What is the Proposed Merger?" and "The Proposed Merger -- Background of
the Merger" in the Proxy Statement is incorporated herein by reference.
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(2) Not applicable.
(3) The information set forth under the captions "Summary
Term Sheet -- What Will Happen to the Company's Outstanding Preferred Stock?"
and "The Proposed Merger -- Certain Effects of the Merger" in the Proxy
Statement is incorporated herein by reference.
(4) Not applicable.
(5) Not applicable.
(6)-(8) The information set forth under the caption "The Proposed
Merger -- Certain Effects of the Merger" in the Proxy Statement is incorporated
herein by reference.
Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Purposes. The information set forth under the caption "The
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Proposed Merger -- Recommendation of the Special Committee and Board of
Directors; Reasons for the Merger" and "Recommendations of Other Filing Persons"
in the Proxy Statement is incorporated herein by reference.
(b) Alternatives. The information set forth under the caption "The
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Proposed Merger -- Background of the Merger" in the Proxy Statement is
incorporated herein by reference. Except in their capacities as members of the
Board of Directors of the Company, neither Mr. Radcliffe nor Mr. Hecht
independently considered alternative means to accomplish the purposes being
served by the Merger. Essex Acquisition is a recently formed wholly-owned
subsidiary of the Merger of the Company, and also did not independently consider
any alternative means to accomplish the purposes of the Merger described in the
Proxy Statement.
(c) Reasons. The information set forth under the captions "The
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Proposed Merger -- Background of the Merger", "- Recommendations of the Special
Committee and Board of Directors; Reasons for the Merger" ; and "Recommendations
of Other Filing Persons" in the Proxy Statement is incorporated herein by
reference.
(d) Effects. The information set forth under the captions "Summary
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Term Sheet -- What Will I Receive in the Merger?", "- What Effects May Result
from the Merger?", "The Proposed Merger -- Background of the Merger", "- Certain
Effects of the Merger," "- Interests of Certain Persons in the Merger; Conflicts
of Interest", "- Federal Income Tax Consequences," "- Conduct of the Company's
Business if the Merger is Not Consummated," and "- Conduct of the Company's
Business After the Merger" in the Proxy Statement is incorporated herein by
reference.
Item 8. FAIRNESS OF THE TRANSACTION.
(a) Fairness. The information set forth under the captions "The
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Proposed Merger -- Background of the Merger," "- Recommendation of the Special
Committee and Board of Directors; Reasons for the Merger" "- Fairness Opinion of
RP Financial" and "Recommendations of Other Filing Persons" in the Proxy
Statement is incorporated herein by reference.
(b) Factors considered in determining fairness. The information set
------------------------------------------
forth under the captions, "Summary Term Sheet -- What Are the Reasons for the
Merger?", "- Has the Board of Directors Recommended that I Vote for the Merger
Agreement", "Have Other Parties Considered the Fairness of the Merger?", "The
Proposed Merger -- Background of the Merger," "- Recommendation of the Special
Committee and Board of Directors; Reasons for the Merger", "- Fairness Opinion
of RP Financial" and "Recommendations of Other Filing Persons" in the Proxy
Statement is incorporated herein by reference.
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(c) Approval of security holders. The information set forth under the
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captions "Summary Term Sheet --What Shareholder Vote is Required to Approve the
Merger Agreement?", "Information About the Meeting -- Record Date, Quorum and
Required Vote" and "The Proposed Merger -- Recommendation of the Special
Committee and Board of Directors; Reasons for the Merger" in the Proxy Statement
is incorporated herein by reference.
(d) Unaffiliated representative. A Special Committee consisting of
---------------------------
the two directors (one of whom is an employee) who will not own common stock of
Essex Acquisition after the Merger selected RP Financial, LC. to prepare a
report concerning the fairness of the Merger. The information set forth under
the caption "The Proposed Merger -- Background of the Merger - Fairness Opinion
of RP Financial" in the Proxy Statement is incorporated herein by reference. The
Special Committee also retained independent legal counsel. However, the Company
did not retain an unaffiliated representative to act solely on behalf of the
unaffiliated holders of the Company's common stock.
(e) Approval of directors. The Merger was approved by the unanimous
---------------------
vote of the Board of Directors of the Company, including the three directors who
are not employees of the Company.
(f) Other offers. No offer of the type described in paragraph (viii)
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of Instruction 2 to Item 1014 of Regulation M-A has been received by the Company
or any other filing person.
Item 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) Report, opinion or appraisal. The information set forth under
----------------------------
the captions "Summary Term Sheet -- Did the Board and the Special Committee
Retain a Financial Advisor?", "The Proposed Merger -- Background of the Merger,"
"-Recommendation of the Special Committee and Board of Directors; Reasons for
the Merger" and "- Fairness Opinion of RP Financial" in the Proxy Statement is
incorporated herein by reference.
(b) Preparer and summary of the report, opinion or appraisal.
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(1-3) The information set forth under the captions "Summary
Term Sheet -- Did the Board and the Special Committee Retain a Financial
Advisor?", "The Proposed Merger -- Background of the Merger" and "- Fairness
Opinion of RP Financial" in the Proxy Statement is incorporated herein by
reference.
(4) The information set forth under the captions "The
Proposed Merger- Background of the Merger" and "- Fairness Opinion of RP
Financial -Expenses of the Merger" in the Proxy Statement is incorporated herein
by reference.
(5)-(6) The information set forth under the caption "The Proposed
Merger -- Background of the Merger - Fairness Opinion of RP Financial" in the
Proxy Statement is incorporated herein by reference.
(c) Fairness opinion. The March 23, 2001 fairness opinion of RP
----------------
Financial has been included as an appendix to the Proxy Statement; and the
updated fairness opinion to be rendered by RP Financial concurrently with the
mailing of the Proxy Statement will also be included with the Proxy Statement.
Item 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) Source of funds. The information set forth under the captions
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"Summary Term Sheet -- How Will the Company Finance the Merger?" and "The
Proposed Merger -- Source of Funds" in the Proxy Statement is incorporated
herein by reference.
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(b) Conditions. The information set forth under the captions
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"Summary Term Sheet -- How Will the Company Finance the Merger?" and "The
Proposed Merger-- Source of Funds" in the Proxy Statement is incorporated herein
by reference. There are no alternative financing arrangements or plans in the
event the primary financing plan falls through.
(c) Expenses. The information set forth under the caption "The
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Proposed Merger -- Expenses of the Merger" in the Proxy Statement is
incorporated herein by reference.
(d) Borrowed funds. The information set forth under the captions
--------------
"Summary Term Sheet -- How Will the Company Finance the Merger?" and "The
Proposed Merger -- Source of Funds" in the Proxy Statement is incorporated
herein by reference.
Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities ownership. The information set forth under the
--------------------
caption "Other Information About the Company -- Security Ownership of Certain
Beneficial Owners" in the Proxy Statement is incorporated herein by reference.
(b) Securities transactions. During the 60-day period prior to the
-----------------------
date of the filing of this Statement, there have been no transactions effected
by the Company, Essex Acquisition or any of their respective directors,
executive officers or control persons regarding the Common Stock.
Item 12. THE SOLICITATION OR RECOMMENDATION.
(d) Intent to tender or vote in a going-private transaction. The
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information set forth under the captions "The Proposed Merger -- Background of
the Merger - Recommendation of the Special Committee and Board of Directors;
Reasons for the Merger" in the Proxy Statement is incorporated herein by
reference.
(e) Recommendations of others. The information set forth under the
-------------------------
captions "The Proposed Merger -- Background of the Merger - Recommendation of
the Special Committee and Board of Directors; Reasons for the Merger" in the
Proxy Statement is incorporated herein by reference.
Item 13. FINANCIAL STATEMENTS.
(a) Financial information. The information set forth under the
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caption "Other Information About the Company -- Summary Consolidated Financial
Data of the Company" and in the SEC filings and financial statements
incorporated by reference under the caption "Additional Information" in the
Proxy Statement are incorporated herein by reference.
(b) Pro forma information. Because no shares of the Company's Common
---------------------
Stock will remain outstanding after the Merger, pro forma financial information
is not material to the holders of the Common Stock. The information set forth
under the caption "The Proposed Merger -- Pro Forma Financial Information" in
the Proxy Statement is incorporated herein by reference.
(c) Summary information. The information set forth under the caption
-------------------
"Other Information About the Company -- Summary Consolidated Financial Data of
the Company" and in the SEC filings and financial statements incorporated by
reference under the caption "Additional Information" in the Proxy Statement are
incorporated herein by reference.
Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
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(a) Solicitations or recommendations. The information set forth
--------------------------------
under the caption "Information About the Meeting -- Solicitation of Proxies" in
the Proxy Statement is incorporated herein by reference.
(b) Employees and corporate assets. The information set forth under
------------------------------
the caption "Information About the Meeting -- Solicitation of Proxies" in the
Proxy Statement is incorporated herein by reference.
Item 15. ADDITIONAL INFORMATION.
(b) Other material information. Not applicable.
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Item 16. EXHIBITS.
(a) Proxy Statement. Attached hereto.
(b) Loan Agreement between the Company and Centura Bank. To be filed
by Amendment.
(c) (i) Fairness Opinion of RP Financial, dated March 23, 2001
(attached as Appendix B to the Proxy Statement filed as Exhibit (a) hereto).
(ii) "Valuation of Cash Consideration in Conjunction with
Privatization Strategy" report prepared by RP Financial, LC. for presentation to
Special Committee of the Board of Directors of Essex Bancorp, Inc. and dated as
of March 21, 2001.
(iii) "Common Stock Valuation in Conjunction with Privatization
Strategy" report prepared by RP Financial, LC. for presentation to the Board of
Directors of Essex Bancorp, Inc. and dated as of February 1, 2001.
(d) Restated Agreement and Plan of Merger, dated as of May 1, 2001,
by and between Essex Bancorp, Inc. and Essex Acquisition Corp. (attached as
Appendix A to the Proxy Statement filed as Exhibit (a) hereto).
(f) Dissenters Rights under Section 262 of the Delaware General
Corporation law (attached as Appendix C to the Proxy Statement filed as Exhibit
(a) hereto).
(g) None.
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SIGNATURES
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: May 21, 2001 ESSEX BANCORP, INC.
By: /s/ Gene D. Ross
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Gene D. Ross
President and Chief Executive Officer
Dated: May 21, 2001 ESSEX ACQUISITION CORP.
By: /s/ Gene D. Ross
-------------------------------
Gene D. Ross
President and Chief Executive Officer
/s/ Harry F. Radcliffe
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Harry F. Radcliffe
/s/ Robert G. Hecht
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Robert G. Hecht
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