SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
Security Investments Group, Inc.
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(Name of Subject Company)
Security Investments Group, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $.10 Per Share
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(Title of Class of Securities)
814341103
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(CUSIP Number of Class of Securities)
P. Paul Ricci
President and Chairman of the Board
Security Investments Group, Inc.
817 Landis Avenue
P.O. Box 769
Vineland, New Jersey 08362-0769
(609) 794-3586
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(Name and address and telephone number
of person authorized to receive notice
and communications on behalf of the
person(s) filing statement)
Copy to:
Daniel J. Goldberg, Esq.
Kutak Rock
1101 Connecticut Avenue, N.W.
Suite 1000
Washington, D.C. 20036
(202) 828-2400
Item 1. Security and Subject Company.
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The subject company is Security Investments Group, Inc., a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 817 Landis Avenue, P.O. Box 769, Vineland, New Jersey 08362-
0769. The title of the class of equity securities to which this statement
relates is the Common Stock, $.10 par value per share (the "Shares"), of the
Company.
Item 2. Tender Offer of the Bidder.
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This statement relates to the tender offer made by Alliance Standard III
L.L.C. ("ASL"), a Delaware limited liability company, and Alliance Standard III
Corp. ("ASC"), a British Virgin Islands corporation (and collectively with ASL,
the "Purchasers"), to purchase up to 1,000,000 Shares at a price of $2.00 in
cash per Share, net to seller (the "Offer"), subject to the terms and conditions
set forth in Purchasers' Tender Offer Statement on Schedule 14D-1, dated January
21, 1998 (the "Schedule 14D-1"). The Schedule 14D-9 states that Purchasers
reserve the right to purchase only up to 707,000 Shares if the Board of
Directors of the Company has not approved Purchasers' acquisition of the Shares
pursuant to the Offer prior to the date specified by Purchasers. The Schedule
14D-1 further states that the address of the principal executive offices of ASL
is 520 Madison Avenue, 7th Floor, New York, New York 10022, and that the
address of the principal executive offices of ASC is c/o International Fund
Administration, Ltd., 48 Par-la-Ville Road, Suite 464, Hamilton HM11, Bermuda.
Item 3. Identity and Background.
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(a) The name and business address of the Company, which is the person
filing this statement, are set forth in Item 1 above.
(b) On April 1, 1996, the nine then directors of the Company each were
issued 30,000 shares of the Company's stock (a total of 270,000 shares) as
compensation for their unpaid services as directors during the period 1992-1996.
All 270,000 of these shares have been returned to the Company by the directors
and former directors.
Except as described above, as of the date hereof, there exists no material
contract, agreement, arrangement or understanding and no actual or potential
conflict of interest between the Company or its affiliates and: (i) the
Company's executive officers, directors, or affiliates; or (ii) the Purchasers
or any of their executive officers, directors or affiliates.
Item 4. The Solicitation or Recommendation.
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(a) and (b) At a meeting held on January 29, 1998, the Board of Directors,
after reviewing the Offer, determined not to make a recommendation to its
shareholders as to whether or not they tender their Shares pursuant to the
Offer. A form of the letter to shareholders (the "Letter to Shareholders")
communicating the Board's position as to the Offer and the reasons
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for such position is filed as Exhibit (a) hereto, and is incorporated herein by
reference. The Letter to Shareholders was disseminated to shareholders on
February 3, 1998.
Item 5. Persons Retained, Employed or to be Compensated.
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Neither the Company nor any person acting on its behalf has retained any
other person to make solicitations or recommendations to the Company's
shareholders with respect to the Offer.
Item 6. Recent Transactions and Intent with Respect to Securities.
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(a) To the best of the Company's knowledge, no transactions in the Shares
has been effectuated during the past 60 days by the Company or by an executive
officer, director, affiliate or subsidiary of the Company.
(b) To the best of the Company's knowledge, none of its executive
officers, directors, affiliates or subsidiaries presently intends to tender
Shares pursuant to the Offer which are owned beneficially or of record by such
persons.
Item 7. Certain Negotiations and Transactions by the Subject Company.
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(a) and (b) Prior to the Offer, and without knowledge thereof, the Company
began discussions with accredited investors as to the purchase of unissued
common stock, subject to shareholder approval, in order to provide needed funds
to pay the Company's operating expenses, including legal fees and costs of the
lawsuit filed on behalf of the Company against the United States to recover
damages or other monetary relief based upon governmental breach of its
supervisory goodwill agreements with the former insured subsidiary thrift
institution of the Company. There can be no assurance, however, as to whether
an agreement will be consummated between the Company and investors as to this
matter; and, if consummated, the terms and conditions thereof.
Item 8. Additional Information to be Furnished.
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None
Item 9. Material to be Filed as Exhibits.
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(a) Form of Letter to Shareholders of the Company dated February 2, 1998.
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SIGNATURE
After reasonable 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: February 3, 1998
SECURITY INVESTMENTS GROUP,
INC.
By: /s/ P. Paul Ricci
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P. Paul Ricci
President and Chairman of the Board