UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
COLONIAL HOLDINGS, INC.
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(Name of the Issuer)
COLONIAL HOLDINGS, INC.
GAMECO, INC.
GAMECO ACQUISITION, INC.
JEFFREY P. JACOBS
RICHARD E. JACOBS REVOCABLE TRUST
RICHARD E. JACOBS
CD ENTERTAINMENT, LTD.
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(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
195746 10 2 Class A Common Stock
195746 20 1 Class B Common Stock
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(CUSIP Number of Class of Securities)
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Jeffrey P. Jacobs Richard E. Jacobs, Trustee Ian M. Stewart, President and
Chief Executive Officer 25425 Center Ride Road Chief Financial Officer
Gameco, Inc. Cleveland, Ohio 44145 Colonial Holdings, Inc.
Gameco Acquisition, Inc. (440) 871-4800 10515 Colonial Downs Parkway
1001 North U.S. Highway One, #710 New Kent, Virginia 23124
Cleveland, Ohio 44113 (804) 966-7223
(561) 575-4006
(Names, Addresses and Telephone Numbers of Persons Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
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COPIES TO:
Edward G. Ptaszek, Jr., Esq. James L. Weinberg, Esq. Robert L. Ruben, Esq.
Robert A. Weible, Esq. Hirschler, Fleischer, Weinberg, Cox Edward A. Friedman, Esq.
Baker & Hostetler LLP & Allen Ruben & Aronson, LLP
1900 East 9/th/ Street 701 East Byrd St. 3299 K Street, N.W. -- Suite 403
Cleveland, Ohio 44114 Federal Reserve Bank Bldg. Fl. 15 Washington, D.C. 20007
(216) 621-0200 Richmond, VA 23219 (202) 965-3600
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, 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
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/
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
$4,820,000 $964.00
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* For purposes of calculating the filing fee only. The transaction applies
to an aggregate of 4,071,072 shares of Class A Common Stock (including
175,850 options to purchase Class A Common Stock), $0.01 par value and
232,500 shares of Class B Common Stock (the "Common Stock"), of Colonial
Holdings, Inc., calculated as follows: 5,840,223 shares of Class A Common
Stock issued and outstanding less 1,945,000 shares of Class A Common Stock
then owned by Gameco, Inc. ("Gameco") or any affiliate of Gameco and
1,452,500 shares of Class B Common Stock issued and outstanding less
1,220,000 shares of Class B Common Stock then owned by Gameco or any
affiliate of Gameco. The proposed maximum aggregate value of the
transaction is $4,820,000 calculated as follows: the product of (a)
4,303,572 shares of Common Stock and (b) $1.12. In accordance with Rule 0-
11 under the Act, the filing fee is determined by multiplying the
transaction valuation by one-fiftieth of one percent.
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/x/ Check the box if any part of the fee is offset as provided by Exchange Act
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 of Schedule and the date of its filing.
Amount Previously Paid: $964.00
Form or Registration No.: Amendment No. 2 Preliminary Proxy Statement on
Schedule 14A
Filing Party: Colonial Holdings, Inc.
Date Filed: November 20, 2001
INTRODUCTION
This Amendment No. 3 to Schedule 13E-3 Transaction Statement (the
"Statement") is being filed in connection with the filing by Colonial Holdings,
Inc. ("Colonial") with the Securities and Exchange Commission (the "Commission")
on December 4, 2001 of an amended preliminary proxy statement on Schedule 14A
(the "Proxy Statement") in connection with a special meeting of Colonial's
shareholders. At such meeting, Colonial's shareholders will be asked to vote to
adopt and approve an Agreement and Plan of Merger, dated as of June 11, 2001 as
amended November 16, 2001 (the "Merger Agreement"), by and between Colonial,
Gameco Acquisition, Inc. ("Acquisition"), a Virginia corporation, Gameco, Inc.
("Gameco"), a Delaware corporation, and Jeffrey P. Jacobs. Under the Merger
Agreement, Acquisition will be merged with and into Colonial and Colonial will
be the surviving corporation. Gameco is the sole shareholder of Acquisition. As
a result of the merger, Colonial will become a wholly owned subsidiary of Gameco
and Colonial's shareholders (other than Gameco, Acquisition, CD Entertainment
Ltd. and their affiliates) will be entitled to receive $1.12 per share in cash
for their shares of Colonial common stock.
The ownership structure of Gameco consists of a 50% interest held by
Jeffrey P. Jacobs, Chairman, Chief Executive Officer, and principal shareholder
of Colonial, and a 50% interest held by the Richard E. Jacobs Revocable Trust
(the "Trust"). Richard E. Jacobs, the sole trustee of the Trust, is Jeffrey P.
Jacobs' father. Mr. Jacobs and the Trust are current owners of CD
Entertainment, Ltd. which owns approximately 43.5% of Colonial's outstanding
common stock. Upon consummation of the merger, Jeffrey P. Jacobs and the Trust
will own equally all of the voting equity securities of Gameco, and Gameco, will
own all of the common stock of Colonial.
The following responses and cross-references are being supplied pursuant to
General Instructions F and G to Schedule 13E-3 and show the locations in the
Proxy Statement (including all attachments thereto) of the information required
to be included in response to the items of this Schedule 13E-3. The information
set forth in the Proxy Statement, including all attachments thereto, is hereby
expressly incorporated by reference and the responses to each item of this
Schedule 13E-3 are qualified in their entirety by reference to the information
contained in the Proxy Statement and the attachments thereto.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the sections of the Proxy Statement entitled
"Questions and Answers About the Merger" and "Summary Term Sheet" is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the section of the Proxy Statement entitled
"Summary Term Sheet" is incorporated herein by reference.
(b)-(d) The information set forth in the section of the Proxy Statement
entitled "Price Range of Common Stock and Dividends" is incorporated herein
by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a) The information set forth in the sections of the Proxy Statement entitled
"Directors and Management" and "Summary Term Sheet" is incorporated herein by
reference.
(b) The information set forth in the section of the Proxy Statement entitled
"The Parties" is incorporated herein by reference.
(c) None of Colonial, Gameco, Gameco Acquisition, CD Entertainment, Ltd.,
Jeffrey P. Jacobs, Richard E. Jacobs, or the Trust (i) has been convicted in
a criminal proceeding during the past five years (excluding any traffic
violation or similar misdemeanor) or (ii) has been a party to any judicial or
administrative proceeding during the past five years (except for any matter
that was dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining it or him 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. All of
the filing entities referred to above were organized under the laws of a
state of the United States. Richard E. Jacobs and Jeffrey P. Jacobs are
citizens of the United States.
(d) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the cover page of the Proxy Statement and in
the section entitled "The Merger Agreement" is incorporated herein by
reference.
(c) The information set forth in the sections of the Proxy Statement entitled
"Special Factors - Interests of Certain Shareholders and Directors in the
Merger" is incorporated herein by reference.
(d) The information set forth in the section of the Proxy Statement entitled
"No Dissenters' Rights " is incorporated herein by reference.
(e) None
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AMENDMENTS.
(a)-(c) The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Background of the Merger" and "Certain
Relationships and Related Transactions" are incorporated herein by reference.
(e) The information set forth in the sections of the Proxy Statement entitled
"The Merger Agreement," is incorporated herein by reference. In addition,
the information set forth in Colonial Holdings, Inc.'s Registration Statement
filed on Form S-1 in the section entitled "Registration Rights Agreement" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b)-(c) The information set forth in the section of the Proxy Statement
entitled "Plans for Colonial if the Merger Occurs," is incorporated herein by
reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in the section of the Proxy Statement
entitled "Special Factors" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Reasons for the Merger and Recommendation of the
Board of Directors" is incorporated herein by reference.
(c) The information set forth in the section of the Proxy Statement entitled
"Information Concerning the Special Meeting - Required Vote" is incorporated
herein by reference.
(d) The information set forth in the section of the Proxy Statement entitled
"Special Factors - Background of the Merger" is incorporated herein by
reference.
(e) The information set forth in the section of the Proxy Statement entitled
"Special Factors - Reasons for the Merger and Recommendation of the Board of
Directors" is incorporated herein by reference.
(f) The information set forth in the section of the Proxy Statement entitled
"Special Factors - Background of the Merger" is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) The information set forth in the sections of the Proxy Statement
entitled "Special Factors- Opinion of Financial Advisor" is incorporated
herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (d) The information set forth in the section of the Proxy Statement
entitled "Financing of the Merger" is incorporated herein by reference.
(b) None.
(c) The information set forth in the section of the Proxy Statement entitled
"Fees and Expenses" is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the section of the Proxy Statement entitled
"Securities Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.
(b) None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) and (e) The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Interests of Certain Shareholders and Directors
in the Merger," and "Special Factors -- Position of Gameco, Gameco
Acquisition, CD Entertainment Ltd., Jeffrey P. Jacobs, Richard E. Jacobs, and
the Trust as to the Fairness of the Merger" is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS.
(a)(1) The financial statements set forth in the Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 2000, are incorporated herein by
reference.
(2) The information set forth in the quarterly report on Form 10-Q filed by
Colonial for the Period Ended September 30, 2001, is incorporated herein by
reference.
(3)-(4) The information set forth in the section of the Proxy Statement
entitled "Selected Consolidated Financial Data of Colonial" is incorporated
herein by reference.
(b) The information set forth in the section of the Proxy Statement entitled
"Unaudited Pro Forma Consolidated Financial Statements of Gameco, Inc." is
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS EMPLOYED, RETAINED COMPENSATED OR USED.
(a) and (b) The information set forth in the section of the Proxy Statement
entitled "Information Concerning the Special Meeting - Proxy Solicitation" is
incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
Additional information is set forth in the Proxy Statement which is
incorporated herein by reference in its entirety.
ITEM 16. EXHIBITS.
The following are filed with this Amendment No. 3 to Schedule 13E-3
pursuant to Item 1016 of Regulation M-A.
(a)(1) Preliminary copy of Letter to Shareholders from Stephen D. Peskoff
incorporated by reference to Schedule 14A filed by Colonial on
December 4, 2001, and attached hereto as Exhibit (a)(3).
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders
incorporated by reference to Schedule 14A filed by Colonial on
December 4, 2001, and Preliminary Proxy Statement attached hereto
as exhibit (a)(3).
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule
14A filed by Colonial on December 4, 2001, including form of proxy
card.
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
COLONIAL HOLDINGS, INC.
By: /s/ Ian M. Stewart
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Name: Ian M. Stewart
Title: President and Chief Financial Officer
Date: December 4, 2001
GAMECO, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
Date: December 4, 2001
GAMECO ACQUISITION, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
Date: December 4, 2001
CD ENTERTAINMENT, LTD.
By: JACOBS ENTERTAINMENT LTD.,
its manager
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: Manager, Jacobs Entertainment Ltd.
Date: December 4, 2001
/s/ Jeffrey P. Jacobs
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Jeffrey P. Jacobs
Date: December 4, 2001
/s/ Richard E. Jacobs, Trustee
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Richard E. Jacobs Revocable Trust
Date: December 4, 2001
/s/ Richard. E. Jacobs
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Richard E. Jacobs
Date: December 4, 2001
EXHIBIT INDEX
Item No. Description
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(a)(1) Preliminary copy of Letter to Shareholders from Stephen D. Peskoff
incorporated by reference to Schedule 14A filed by Colonial on December
4, 2001, and attached hereto as Exhibit (a)(3).
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders
incorporated by reference to Schedule 14A filed by Colonial on December
4, 2001, and Preliminary Proxy Statement attached hereto as exhibit
(a)(3).
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule 14A
filed by Colonial on December 4, 2001 including form of proxy card.