SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 1)
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
CAPITAL DIRECTIONS, INC.
(NAME OF THE ISSUER)
CAPITAL DIRECTIONS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $5.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
140076 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
TIMOTHY P. GAYLORD COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER TIMOTHY E. KRAEPEL
CAPITAL DIRECTIONS, INC. HOWARD & HOWARD ATTORNEYS, P.C.
322 SOUTH JEFFERSON STREET 39400 WOODWARD AVENUE, SUITE 101
MASON, MICHIGAN 48854 BLOOMFIELD HILLS, MI 48304-5151
(517) 676-0500 (248) 723-0347
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
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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 the 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
Transaction valuation* Amount of filing fee
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$551,450 $44.61
* For purposes of calculating the fee only. This amount assumes the
acquisition of 11,029 shares of common stock of the subject company
acquired in the merger for $50.00 per share in cash (the "Total
Consideration"). Pursuant to Rule 0-11(b)(1), the amount required to be
paid with the filing of this Schedule 13E-3 equals .0000809 of one
percent of the Total Consideration.
[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: $44.61 Filing Party: Capital Directions, Inc.
Form or Registration No.: Preliminary Schedule 14A Date Filed: September 17, 2003
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") initially filed on September 17, 2003, is
being filed by Capital Directions, Inc., a Michigan corporation and registered
bank holding company (the "Company") in connection with the proposed merger (the
"Merger") of CDI Merger Co., Inc., (a newly-formed, wholly-owned subsidiary of
the Company) with and into the Company, with the Company being the surviving
corporation to the Merger. The Merger will be effectuated pursuant to an
Agreement and Plan of Merger, dated effective as of June 30, 2003 (the "Merger
Agreement"), between the Company and CDI Merger Co., Inc., as it may be amended
from time to time.
Upon effectiveness of the Merger, (i) each share of the Company's
common stock, par value $5.00 per share (the "Common Stock"), held of record by
a shareholder who owns, as of the Shareholder Meeting Date, fewer than 225
shares of Common Stock will be converted into the right to receive $50.00 in
cash from the Company and (ii) each share of the Common Stock held of record by
a shareholder who owns, as of the Shareholder Meeting Date, 225 or more shares
of Common Stock will not be affected by the Merger and will remain outstanding.
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission contemporaneously with a revised preliminary proxy statement filed by
the Company pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Proxy Statement"), pursuant to which the shareholders of
Capital Directions, Inc. will be given notice of and asked to approve the Merger
and the Merger Agreement at the Company's special shareholders' meeting. The
following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and included in this Schedule 13E-3. The
information contained in the Proxy Statement, including all appendices thereto,
is expressly incorporated herein by reference and the responses to each item are
qualified in their entirety by reference to the information contained in the
Proxy Statement and the appendices thereto. Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed to such terms in
the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SUMMARY TERM SHEET" and "QUESTIONS AND
ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER."
ITEM 2. SUBJECT COMPANY INFORMATION
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT CAPITAL DIRECTIONS
AND ITS AFFILIATES--General, --Stock Repurchases by Capital Directions,
Inc., --Recent Affiliate Transactions in Capital Directions Stock;
--Market for Common Stock and Dividend Information; and --Dividend
Policy" and "INFORMATION REGARDING THE SPECIAL MEETING OF
SHAREHOLDERS--Number of Shares Outstanding."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
The filing person is Capital Directions, Inc.. The subject company is
Capital Directions, Inc.. Information regarding the persons specified
in Instruction C to the Schedule is incorporated herein by reference to
the section of Exhibit 1 entitled "INFORMATION ABOUT CAPITAL DIRECTIONS
AND ITS AFFILIATES--Directors and Executive Officers of Capital
Directions, Inc." and "--Voting Securities and Principal Holders
Thereof."
ITEM 4. TERMS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SUMMARY TERM SHEET - Overview of the
Merger, INFORMATION REGARDING THE SPECIAL MEETING OF
SHAREHOLDERS--Requirements for Shareholder Approval," "SPECIAL
FACTORS--Purposes of and Reasons for the Merger Proposal, --Structure
of the Merger, --Recommendation of our Board of Directors; -- Financial
Fairness, --Certain Consequences of the Merger; Benefits and Detriments
to Affiliated and Non-Affiliated Shareholders and --Material U.S.
Federal Income Tax Consequences of the Merger," and " INFORMATION
REGARDING THE SPECIAL MEETING OF SHAREHOLDERS--
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Dissenters' Rights, Access to Corporate Files, Appraisal Services" and
"INFORMATION ABOUT CAPITAL DIRECTIONS AND ITS AFFILIATES--Voting
Securities and Principal Holders Thereof."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT CAPITAL DIRECTIONS,
INC. AND ITS AFFILIATES--Recent Affiliate Transactions in Capital
Directions Stock, and -- Stock Repurchases by Capital Directions,
Inc."; "SPECIAL FACTORS--Recommendation of our Board of Directors; --
Financial Fairness, -- Interests of Certain Persons in the Merger, and
-- Certain Consequences of the Merger; Benefits and Detriments to
Affiliated and Non-Affiliated Shareholders."
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS - Purposes of and
Reasons for the Merger Proposal, -- Certain Consequences of the Merger;
Benefits and Detriments to Affiliated and Non-Affiliated Shareholders,
-- Operations of the Bank following the Merger; -- Termination of
Securities Exchange Act Registration; and, -- Conversion and Exchange
of Stock Certificates," and "INFORMATION ABOUT CAPITAL DIRECTIONS, INC.
AND ITS AFFILIATES --Directors and Executive Officers of Capital
Directions, Inc., -- Market for Common Stock and -- Dividend Policy,"
Specific items contained in subparagraph (c)(1-10) of Item 1006 of
Regulation M-A which are either inapplicable or the answer is in the
negative are as follows:
Item (c)(1) - Applicable (see above)
Item (c)(2) - Not Applicable
Item (c)(3) - Not Applicable
Item (c)(4) - Not Applicable
Item (c)(5) - Not Applicable
Item (c)(6) - Applicable (see above)
Item (c)(7) - Applicable (see above)
Item (c)(8) - Applicable (see above)
Item (c)(9) - Not Applicable
Item (c)(10) - Not Applicable
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS -- Purposes of and
Reasons for the Merger Proposal, --Background of Merger Proposal
--Recommendation of our Board of Directors, -- Interests of Certain
Persons in the Merger, -- Pro Forma Effect of the Merger, -- Certain
Consequences of the Merger; Benefits and Detriments to Affiliated and
Non-Affiliated Shareholders, -- Operations of the Bank following the
Merger, and -- Material U.S. Federal Income Tax Consequences of the
Merger," and "PRO FORMA FINANCIAL STATEMENTS."
ITEM 8. FAIRNESS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "SPECIAL FACTORS--Recommendation of our
Board of Directors; and -- Financial Fairness."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS--Financial Fairness, --
Determination of the Terms of the Merger"; "QUESTIONS AND ANSWERS ABOUT
THE SPECIAL MEETING AND THE MERGER"; and Appendix B--Opinion of
Independent Financial Advisor.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS -- Financing of the
Merger; and, -- Source of Funds and Expenses."
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ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The required information is incorporated herein by reference to the
sections of Exhibit 1 entitled "INFORMATION ABOUT CAPITAL DIRECTIONS,
INC. AND ITS AFFILIATES--Voting Securities and Principal Holders
Thereof, --Recent Affiliate Transactions in Capital Directions Stock
and --Stock Repurchases by Capital Directions."
ITEM 12. THE SOLICITATION OR RECOMMENDATION
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "SPECIAL FACTORS--Recommendation of our
Board of Directors; and, -- Financial Fairness."
ITEM 13. FINANCIAL STATEMENTS
(a) The audited financial statements and unaudited interim financial
statements are incorporated in the proxy statement from Capital
Directions's Annual Report on Form 10-K for the year ended December 31,
2002 and Quarterly Report on Form 10-Q for the quarter ended June 30,
2003. The information in the proxy statement referred to in "DOCUMENTS
INCORPORATED BY REFERENCE" and "WHERE YOU CAN FIND MORE INFORMATION" is
incorporated herein by reference.
Capital Directions does not calculate a ratio of earnings to fixed
charges in its regularly prepared financial statements.
(b) The information set forth in the proxy statement under "SELECTED
HISTORICAL FINANCIAL DATA" and "PRO FORMA FINANCIAL DATA" is
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "INFORMATION REGARDING THE SPECIAL
MEETING OF SHAREHOLDERS--Solicitation of Proxies."
ITEM 15. ADDITIONAL INFORMATION
The required information is incorporated herein by reference to the
section of Exhibit 1 entitled "INFORMATION REGARDING THE SPECIAL
MEETING OF SHAREHOLDERS--Regulatory Requirements."
ITEM 16. EXHIBITS
1. Revised Preliminary Proxy Statement, Form of Proxy, Notice of
Special Meeting of Shareholders and related cover letter, filed with
the Securities and Exchange Commission on October 31, 2003, including
Appendix A--Agreement and Plan of Merger; and Appendix B--Opinion of
Independent Financial Advisor.
2. Valuation Report dated June 23, 2003 by Donnelly, Penman,
French, Haggarty & Co.
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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.
Date: October 31, 2003 CAPITAL DIRECTIONS, INC.
By:/s/ Timothy P. Gaylord
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Timothy P. Gaylord
President and Chief Executive Officer
EXHIBIT INDEX
99.1. Revised Preliminary Proxy Statement, Form of Proxy, Notice of Special
Meeting of Shareholders and related cover letter, filed with the
Securities and Exchange Commission on October 31, 2003, including
Appendix A--Agreement and Plan of Merger; and Appendix B--Opinion of
Independent Financial Advisor.
99.2. Valuation Report dated June 23, 2003 by Donnelly, Penman, French,
Haggarty & Co.