SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT No. 1 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
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
WILLIAMS INDUSTRIES, INCORPORATED
(Name of the Issuer)
WILLIAMS INDUSTRIES, INCORPORATED
(Name(s) of Person Filing Statement)
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Common Stock, $0.10 par value
(Title of Class of Securities)
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969493204
(CUSIP Number of Class of Securities)
Frank E. Williams, III
Chairman of the Board, President,
Chief Executive Officer and Chief Financial Officer
WILLIAMS INDUSTRIES, INCORPORATED
8624 J.D. Reading Drive
Manassas, Virginia 20109
(703) 335-7800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
James L. Weinberg, Esq. Thomas G. Voekler, Esq.
Hirschler Fleischer, P.C. Hirschler Fleischer, P.C.
2100 East Cary Street 2100 East Cary Street
Richmond, VA 23223-7078 Richmond, VA 23223-7078
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This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2), Regulation 14C (17
CFR 240.14c-1 to 240.14c-101) or Rule 13e-3(c) (_240.13e-3(c)) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] 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: ___
Check the following box if the filing is a final amendment reporting the
results of the transaction: ___
CALCULATION OF FILING FEE
Transaction valuation(1): Amount of filing fee:
------------------------- ---------------------
$71,018.75 $47.35
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(1) Calculated solely for purposes of determining the filing fee. The
transaction valuation is determined based upon the odd-lot tender offer
price of $2.75 per share for the eligible shares of common stock,
multiplied by 25,825, the estimated maximum number of shares to be
purchased in the offer.
[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.
Introduction
The Company is offering to purchase for cash (the "Offer") all shares of
the Company's common stock, $0.10 par value per share (the "Shares" or "Common
Stock"), held by stockholders that owned 100 shares or fewer as of the close of
business on May 7, 2008 (the "Record Date") and that continue to own such Shares
through the expiration date for the Offer, at a purchase price of $2.75 per
Share, net to the seller in cash, less any applicable withholding taxes and
without interest. The Offer will expire at 5:00 p.m., New York City time, on
[_______________________], unless otherwise extended or terminated, all in
accordance with applicable law. The Offer is being made pursuant an offer to
purchase, dated [_______________] (the "Offer to Purchase") and the related
acceptance card (the "Card"), copies of which are attached hereto as exhibits.
The Offer to Purchase is an "odd-lot tender offer" pursuant to Rule 13e-4(h)(5)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
addition, because the Offer has a reasonable likelihood of causing the Common
Stock to be held of record by fewer than 300 persons, the Offer is a going
private "Rule 13e-3 transaction" as defined in Rule 13e-3(a)(3) under the
Exchange Act. If the Company is successful the Company expects to file with the
SEC to stop filing periodic reports.
The information in the Offer to Purchase and the Card is expressly
incorporated by reference into this Rule 13E-3 Transaction Statement on Schedule
13E-3 in its entirety, and the responses to each item are qualified in their
entirety by the provisions of the Offer to Purchase and the Card.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under the section
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the Company is Williams Industries,
Incorporated. Its principal executive offices are located at 8624 J.D. Reading
Drive, Manassas, Virginia 20109 and its telephone number is (703) 335-7800.
(b) Securities. As of May 7, 2008, there were approximately 3,690,029
shares of the Company's common stock, $0.10 par value, outstanding.
(c) Trading Market and Price. The information set forth in the Offer to
Purchase under the section "The Offer-Price Range of Shares; Dividends" is
incorporated herein by reference.
(d) Dividends. The information set forth in the Offer to Purchase under the
section "The Offer-Price Range of Shares; Dividends" is incorporated herein by
reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases.
Second Quarter 2006 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
06/22/2006 2,000 $2.06 Williams Family LP 1
06/22/2006 2,000 $2.05 Spouse of Frank
E. Williams, Jr. 2
06/22/2006 3,000 $2.09 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
06/22/2006 1,000 $2.05 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
06/27/2006 300 $2.02 Williams Family Foundation 2
06/28/2006 200 $2.06 Williams Family LP 1
06/29/2006 1,800 $2.06 Williams Family LP 1
06/29/2006 2,000 $2.03 Frank E. Williams, Jr. 3
06/29/2006 1,700 $2.02 Williams Family Foundation 2
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
Second Quarter 2006 Summary
Total Securities Purchased Range of Prices Average Purchase Price
14,000 Shares Common Stock $2.02 to $2.09 $2.05
Third Quarter 2006 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ------------ ---------------- ----------- -------------------------- -----------------
07/24/2006 400 $2.20 Williams Family LP 1
07/26/2006 600 $2.20 Williams Family LP 1
07/28/2006 100 $2.20 Williams Family LP 1
07/31/2006 100 $2.20 Williams Family LP 1
08/02/2006 1,100 $2.20 Williams Family LP 1
08/10/2006 500 $2.27 Williams Family LP 1
08/10/2006 5 $2.20 Williams Family LP 1
08/11/2006 895 $2.20 Williams Family LP 1
08/11/2006 1,000 $2.18 Williams Family LP 1
08/11/2006 440 $2.13 Williams Family LP 1
08/14/2006 101 $2.18 Williams Family Foundation 2
08/21/2006 2,325 $2.15 Daniel K. Maller 4
08/25/2006 100 $2.21 Williams Family Foundation 2
09/07/2006 1,000 $2.23 Frank E. Williams, Jr. 3
09/11/2006 1,000 $2.23 Frank E. Williams, Jr. 3
09/13/2006
(incorrectly
listed as
2005) 900 $2.21 Williams Family Foundation 2
09/15/2006 681 $2.15 Frank E. Williams, Jr. 3
09/15/2006 899 $2.18 Williams Family Foundation 2
09/19/2006 200 $2.21 Spouse of Frank E.
Williams, Jr. 2
09/21/2006 300 $2.21 Frank E. Williams, Jr. 3
09/25/2006 100 $2.16 Spouse of Frank E.
Williams, Jr. 2
09/25/2006 100 $2.16 Spouse of Frank E.
Williams, Jr. 2
09/27/2006 100 $2.16 Spouse of Frank E.
Williams, Jr. 2
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
(4) Daniel K. Maller, General Counsel, owns these shares directly.
Third Quarter 2006 Summary
Total Securities Purchased Range of Prices Average Purchase Price
12,946 Shares Common Stock $2.13 to $2.27 $2.19
Fourth Quarter 2006 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
10/10/2006 2,232 $2.24 Daniel K. Maller 4
11/01/2006 99 $2.21 Spouse of Frank E.
Williams, Jr. 2
11/02/2006 100 $2.21 Spouse of Frank E.
Williams, Jr. 2
11/09/2006 200 $2.25 Williams Family LP 1
11/10/2006 500 $2.28 Frank E. Williams, Jr. 3
11/13/2006 600 $2.25 Williams Family LP 1
11/15/2006 200 $2.21 Williams Family LP 1
11/16/2006 1,200 $2.21 Spouse of Frank E.
Williams, Jr. 2
11/20/2006 300 $2.21 Spouse of Frank E.
Williams, Jr. 2
11/21/2006 301 $2.21 Spouse of Frank E.
Williams, Jr. 2
11/21/2006 1,000 $2.21 Frank E. Williams, Jr. 3
11/22/2006 400 $2.23 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
11/27/2006 1,000 $2.21 Williams Family LP 1
11/27/2006 600 $2.16 Spouse of Frank E.
Williams, Jr. 2
11/27/2006 600 $2.21 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
11/27/2006 200 $2.18 Frank E. Williams, Jr. 3
11/29/2006 800 $2.18 Frank E. Williams, Jr. 3
12/05/2006 700 $2.18 Williams Family Foundation 2
12/06/2006 3,600 $2.18 Williams Family Foundation 2
12/12/2006 1,000 $2.14 Frank E. Williams, Jr. 3
12/12/2006 1,319 $2.15 Frank E. Williams, Jr. 3
12/12/2006 700 $2.18 Williams Family Foundation 2
12/12/2006 1,000 $2.18 Williams Family Foundation 2
12/14/2006 300 $2.15 Frank E. Williams, Jr. 3
12/20/2006 800 $2.10 Williams Family LP 1
12/20/2006 1,000 $2.14 Spouse of Frank E.
Williams, Jr. 2
12/22/2006 1,200 $2.10 Williams Family LP 1
12/22/2006 356 $2.05 Williams Family LP 1
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
(4) Daniel K. Maller, General Counsel, owns these shares directly.
Fourth Quarter 2006 Summary
Total Securities Purchased Range of Prices Average Purchase Price
22,307 Shares Common Stock $2.05 to $2.28 $2.18
First Quarter 2007 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
01/04/2007 1,000 $ 2.12 Frank E. Williams, Jr. 3
01/04/2007 1,000 $ 2.12 Spouse of Frank E.
Williams, Jr. 2
01/09/2007 1,000 $ 2.11 Frank E. Williams, Jr. 3
01/09/2007 1,000 $ 2.13 Williams Family Foundation 2
01/09/2007 2,000 $ 2.12 Williams Family Foundation 2
01/09/2007 4,000 $ 2.11 Williams Family Foundation 2
01/09/2007 400 $ 2.10 Williams Family Foundation 2
01/12/2007 900 $ 2.10 Williams Family Foundation 2
01/15/2007 2,380 $2.101 Daniel K. Maller 4
01/30/2007 500 $ 2.13 Williams Family Foundation 2
02/01/2007 200 $ 2.13 Williams Family Foundation 2
02/02/2007 900 $ 2.14 Williams Family LP 1
02/05/2007 100 $ 2.14 Williams Family LP 1
02/13/2007 100 $ 2.13 Williams Family Foundation 2
02/14/2007 5,400 $ 2.16 Frank E. Williams, Jr. 3
03/21/2007 1,000 $ 2.15 Frank E. Williams, Jr. 3
03/21/2007 1,000 $ 2.15 Williams Family LP 1
03/23/2007 45 $ 2.13 Frank E. Williams, Jr. 3
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
(4) Daniel K. Maller, General Counsel, owns these shares directly.
First Quarter 2007 Summary
Total Securities Purchased Range of Prices Average Purchase Price
22,925 Shares Common Stock $2.10 to $2.16 $2.13
Second Quarter 2007 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
04/05/2007 955 $2.13 Frank E. Williams, Jr. 3
04/05/2007 1,000 $2.13 Williams Family LP 1
05/03/2007 2,273 $2.20 Daniel K. Maller 4
05/10/2007 2,000 $2.12 Frank E. Williams, Jr. 3
05/11/2007 2,100 $2.12 Spouse of Frank E.
Williams, Jr. 2
05/11/2007 2,000 $2.11 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
05/30/2007 1,000 $2.15 Williams Family Foundation 2
06/22/2007 500 $2.12 Spouse of Frank E.
Williams, Jr. 2
06/28/2007 100 $2.12 Spouse of Frank E.
Williams, Jr. 2
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
(4) Daniel K. Maller, General Counsel, owns these shares directly.
Second Quarter 2007 Summary
Total Securities Purchased Range of Prices Average Purchase Price
11,928 Shares Common Stock $2.11 to $2.20 $2.14
Third Quarter 2007 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
07/19/2007 800 $2.12 Frank E. Williams, Jr. 3
08/01/2007 1,200 $2.13 Frank E. Williams, Jr. 3
08/22/2007 2,000 $2.13 Frank E. Williams, Jr. 3
08/22/2007 300 $2.12 Spouse of Frank E.
Williams, Jr. 2
08/22/2007 500 $2.10 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
09/11/2007 2,000 $2.15 Williams Family Foundation 2
09/24/2007 400 $2.15 Williams Family Foundation 2
09/26/2007 300 $2.15 Williams Family Foundation 2
09/28/2007 200 $2.15 Williams Family Foundation 2
Beneficial Ownership:
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
Third Quarter 2007 Summary
Total Securities Purchased Range of Prices Average Purchase Price
7,700 Shares Common Stock $2.10 to $2.15 $2.13
Fourth Quarter 2007 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
10/02/2007 100 $ 2.15 Williams Family Foundation 2
10/05/2007 300 $ 2.15 Williams Family Foundation 2
10/05/2007 20 $ 2.15 Williams Family Foundation 2
10/09/2007 300 $ 2.14 Frank E. Williams, Jr. 3
10/12/2007 700 $ 2.15 Frank E. Williams, Jr. 3
10/12/2007 77,677 $ 2.175 Williams Family LP 1
10/12/2007 8,680 $ 2.15 Williams Family Foundation 2
11/29/2007 100 $ 2.18 Frank E. Williams, Jr. 3
12/07/2007 6,900 $2.1583 Frank E. Williams, Jr. 3
12/12/2007 500 $ 2.18 Frank E. Williams, Jr. 3
12/12/2007 1,500 $ 2.15 Frank E. Williams, Jr. 3
12/13/2007 1,500 $ 2.18 Williams Family Foundation 2
12/17/2007 1,920 $ 2.18 Williams Family Foundation 2
12/18/2007 1,500 $ 2.18 Williams Family Foundation 2
12/19/2007 1,500 $ 2.18 Williams Family Foundation 2
12/26/2007 1,580 $ 2.18 Williams Family Foundation 2
12/26/2007 2,000 $ 2.15 Frank E. Williams, Jr. 3
12/27/2007 500 $ 2.18 Frank E. Williams, Jr. 3
12/31/2007 2,000 $ 2.155 Frank E. Williams, Jr. 3
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
Fourth Quarter 2007 Summary
Total Securities Purchased Range of Prices Average Purchase Price
109,277 Shares Common Stock $2.14 to $2.18 $2.17
First Quarter 2008 - Securities Purchases
Beneficial
Transaction Shares Purchased Price Paid Ownership
Date (Common Stock) (Per Share) Purchaser (See Notes Below)
- ----------- ---------------- ----------- -------------------------- -----------------
01/03/2008 5,000 $2.20 Frank E. Williams, Jr. 3
01/09/2008 500 $2.15 Frank E. Williams, Jr. 3
01/09/2008 2,000 $2.13 Frank E. Williams, Jr. 3
01/09/2008 2,000 $2.13 Williams Family LP 1
01/09/2008 1,500 $2.10 Frank E. Williams, Jr.
as trustee for minor
grandchildren 2
01/09/2008 3,000 $2.15 Williams Family Foundation 2
01/10/2008 1,000 $2.14 Frank E. Williams, Jr. 3
01/10/2008 1,000 $2.10 Williams Family Foundation 2
01/16/2008 1,000 $2.20 Frank E. Williams, Jr. 3
01/17/2008 1,000 $2.20 Williams Family Foundation 2
01/22/2008 2,000 $2.20 Williams Family Foundation 2
01/23/2008 500 $2.18 Frank E. Williams, Jr. 3
01/25/2008 1,000 $2.20 Frank E. Williams, Jr. 3
01/30/2008 1,000 $2.20 Williams Family Foundation 2
02/11/2008 2,000 $2.24 Frank E. Williams, Jr. 3
02/11/2008 1,000 $2.24 Williams Family Foundation 2
Beneficial Ownership:
- ----------
(1) Except for the grant of dispositive power to a lender to secure
indebtedness, Frank E. Williams, Jr. claims sole dispositive power over
these shares. Mr. Williams is a beneficial owner of these shares, along
with his sons, Frank E. Williams, III and H. Arthur Williams. These shares
are duplicative of shares reported for the sons.
(2) Frank E. Williams, Jr. disclaims any beneficial ownership of these shares.
(3) Frank E. Williams, Jr. owns these shares directly.
First Quarter 2008 Summary
Total Securities Purchased Range of Prices Average Purchase Price
25,500 Shares Common Stock $2.10 to $2.24 $2.17
Item 3. Identity and Background of Filing Person.
(a) Name and Address. Williams Industries, Incorporated, the subject
company, is the filing person. Its principal executive offices are located at
8624 J.D. Reading Drive, Manassas, Virginia 20109, and its telephone number is
(703) 335-7800. The information set forth in the Offer to Purchase under the
section "The Offer-Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares" is incorporated herein by reference.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons.
(1)-(2) The information set forth in the Offer to Purchase under the
section "The Offer-Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares" is incorporated herein
by reference.
(3) None of the Company's executive officers or directors has been
convicted in a criminal proceeding in the past five years.
(4) None of the Company's executive officers or directors was a party
to any judicial or administrative proceeding during the past five years 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.
(5) Each of the Company's executive officers and directors is a U.S.
citizen.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the Offer to Purchase
under the sections "Summary Term Sheet," "Special Factors" and "The Offer" is
incorporated herein by reference.
(b) Different Terms. This tender offer is available only to those record
stockholders and beneficial owners of the Company's Common Stock that owned 100
shares or fewer (i.e., odd-lot stockholders) as of May 7, 2008, the record date,
and continue to own such Shares on the expiration date of the Offer. The tender
offer is not available to those owning more than 100 shares as of such date, and
hence is not open to all persons owning the Company's Common Stock.
(c) Appraisal Rights. Dissenting stockholders are not entitled to any
appraisal or dissenters' rights under Virginia corporate law as a result of the
odd-lot tender offer discussed in this Schedule 13E-3.
(d) Provisions for Unaffiliated Stockholders. None.
(e) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(a) Transactions. See "Item 4. Subject Company Information-(f) Prior Stock
Purchases" above.
(b) Significant Corporate Events. See "Item 8. Fairness of the
Transaction-(f) Other Offers" below.
(c) Negotiations or Contacts. "Item 8. Fairness of the Transaction-(f)
Other Offers" below.
(e) Agreements Involving the Subject Company's Securities. See "Item 2.
Subject Company Information-(f) Prior Stock Purchases" above.
Item 6. Purpose of the Transaction and Plans or Proposals.
(a) Use of Securities Acquired. The Shares purchased in this Offer will be
cancelled and will remain authorized but unissued shares.
(b) Plans. The information set forth in the Offer to Purchase under the
sections "The Offer-Purpose of the Offer; Certain Effects of the Offer," "The
Offer-Price Range of Shares; Dividends," "Special Factors-Purpose of the Offer,"
"Special Factors-Reasons for the Offer" and "Special Factors-Effects of the
Offer on the Company" is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth in the Offer to Purchase under the
sections "Summary Term Sheet," "Special Factors-Purpose of the Offer" and "The
Offer-Purpose of the Offer; Certain Effects of the Offer" is incorporated herein
by reference.
(b) Alternatives. The information set forth in the Offer to Purchase under
the section "Special Factors-Background of the Offer; Alternatives Considered by
the Board of Directors" is incorporated herein by reference.
(c) Reasons. The information set forth in the Offer to Purchase under the
sections "Summary Term Sheet" and "Special Factors-Reasons for the Offer" is
incorporated herein by reference.
(d) Effects. The information set forth in the Offer to Purchase under the
sections "Summary Term Sheet," "Special Factors-Effects of the Tender Offer on
Affiliated Stockholders," "Special Factors-Effects of the Tender Offer on
Unaffiliated Stockholders," "Special Factors-Effects of the Offer on the
Company," and "The Offer-Certain U.S. Federal Income Tax Consequences" is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth in the Offer to Purchase under the
sections "Special Factors-Factors Considered by the Board of Directors as to the
Fairness of the Offer" and "Special Factors-Fairness of the Offer" is
incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth
in the Offer to Purchase under the sections "Special Factors-Background of the
Offer; Alternatives Considered by the Board" and "Special Factors- Factors
Considered by the Board of Directors as to the Fairness of the Offer" is
incorporated herein by reference.
(c) Approval of Security Holders. The transaction is not structured to
require approval of at least a majority of unaffiliated security holders.
(d) Unaffiliated Representative. The information set forth in the Offer to
Purchase under the sections "Special Factors-Factors Considered by the Board of
Directors as to the Fairness of the Offer-Procedural Factors Disfavoring the
Offer and Interests of the Company's Directors and Executive Officers in the
Offer" is incorporated herein by reference.
(e) Approval of Directors. This Offer was approved by the unanimous vote of
our Board of Directors, including all of the directors in the special committee
of independent directors. The information set forth in the Offer to Purchase
under the section "Special Factors-Factors Considered by the Board of Directors
as to the Fairness of the Offer-Procedural Factors Disfavoring the Offer and
Interests of the Company's Directors and Executive Officers in the Offer" is
incorporated herein by reference.
(f) Other Offers. NONE.
Item 9. Reports, Opinions, Appraisals and Current Negotiations.
(a) Report, Opinion or Appraisal. The information set forth in the Offer to
Purchase under the sections "Summary Term Sheet" and "Special Factors-Factors
Considered by the Board of Directors as to the Fairness of the Offer-Procedural
Factors Disfavoring the Offer and Interests of the Company's Directors and
Executive Officers in the Offer" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the Offer to Purchase under the sections "Summary Term
Sheet," "Special Factors-Factors Considered by the Board of Directors as to the
Fairness of the Offer-Procedural Factors Disfavoring the Offer and Interests of
the Company's Directors and Executive Officers in the Offer" and "Special
Factors-Factors Considered by the Board of Directors as to the Fairness of the
Offer-Substantive Factors Favoring the Offer" is incorporated herein by
reference.
(c) Availability of Documents. Odd-lot tender holders may obtain the Cary
Street Partners report by written request to the corporate secretary, Marianne
V. Pastor, at the Company's address above. In regards to all other documents,
the information set forth in the Offer to Purchase under the section "The
Offer-Section 10-Incorporation by Reference" of the Offer is incorporated herein
by reference.
Item 10. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the Offer to Purchase
under the section "The Offer-Source and Amount of Funds" is incorporated herein
by reference.
(b) Conditions. The Offer is not conditioned on any minimum number of
shares being tendered.
(c) Expenses. The information set forth in the Offer to Purchase under the
sections "The Offer-Source and Amount of Funds" and "The Offer-Fees and
Expenses" is incorporated herein by reference.
(d) Borrowed Funds. The information set forth in the Offer to Purchase
under the section "The Offer-Source and Amount of Funds" is incorporated herein
by reference.
Item 11. Interest in Securities of the Subject Company.
(a) Security Ownership. The information set forth in the Offer to Purchase
under the section "The Offer-Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares" is incorporated herein by
reference.
(b) Securities Transactions. "Item 2. Subject Company Information-(f) Prior
Stock Purchases" above.
Item 12. The Solicitation or Recommendation.
(a) Intent to Tender or Vote in a Going-Private Transaction. To the extent
known by the Company after reasonable inquiry, no executive officer, director or
affiliate of the Company intends to tender or sell his, her or its Common Stock
pursuant to the Offer, as all such persons either own at least 101 Shares or own
no Shares.
(b) Recommendations of Others. To the extent known by the Company after
reasonable inquiry, no executive officer, director or affiliate of the Company
has made a recommendation either in support of or opposed to the Offer. The
information set forth in the Offer to Purchase under the sections "Summary Term
Sheet" and "The Offer-Purpose of the Offer; Certain Effects of the Offer" is
incorporated herein by reference.
Item 13. Financial Statements.
(a) Financial Information. The information set forth in (i) the Offer to
Purchase under the section "The Offer-Certain Information Concerning Us- Summary
Financial Information," (ii) the financial statements included in the Annual
Report on Form 10-K for the fiscal year ended July 31, 2007 and (iii) the
financial statements included in the Quarterly Report on Form 10-Q for the
quarter ended January 31, 2008, in each case, is incorporated herein by
reference.
(b) Pro Forma Information. Not applicable.
(c) Summary Information. The information set forth in the Offer to Purchase
under the section "The Offer-Certain Information Concerning Us- Summary
Financial Information" is incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitation or Recommendations. None.
(b) Employees and Corporate Assets. The information set forth in the Offer
to Purchase under the sections "The Offer-Source and Amount of Funds" and "The
Offer-Fees and Expenses" is incorporated herein by reference.
Item 15. Additional Information.
(a) Other Material Information. None.
Item 16. Exhibits.
(a)(1)(i) Offer to Purchase for Cash dated [______________].
(a)(1)(ii) Form of Acceptance Card with letter to odd-lot record
holders.
(a)(1)(iii) Form of letter to odd-lot beneficial holders.
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.
WILLIAMS INDUSTRIES, INCORPORATED
By: /s/ Frank E. Williams, III
----------------------------------------
Name: Frank E. Williams, III
Title: President and Chief Executive Officer
Date: June 12, 2008
EXHIBIT INDEX
Exhibit
Number Description
- ----------- -----------
(a)(1)(i) Offer to Purchase for Cash dated [__________________.]
(a)(1)(ii) Form of Acceptance Card with letter to odd-lot record holders.
(a)(1)(iii) Form of letter to odd-lot beneficial holders