SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 2)
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.
CDI MERGER CO., 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)
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. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") amends the Rule 13E-3 Transaction
Statement initially filed on September 17, 2003 and Amendment No. 1 thereto
filed on October 31, 2003, and is being filed by Capital Directions, Inc., a
Michigan corporation and registered bank holding company (the "Company") and CDI
Merger Co., Inc., (a newly-formed, wholly-owned subsidiary of the Company) in
connection with the proposed merger (the "Merger") of CDI Merger Co., Inc. 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 persons are Capital Directions, Inc. and CDI Merger Co.,
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
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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 -- 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, -- Purposes and Reasons
for CDI Merger Co. for the Merger Proposal,-- 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, -- Financial Fairness; and - Position of CDI
Merger Co. as to the Fairness of the Merger."
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.
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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."
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, -- Financial Fairness; and - Position of CDI
Merger Co. as to the Fairness of the Merger."
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
September 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 December 4, 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: December 4, 2003 CAPITAL DIRECTIONS, INC.
By: /s/Timothy P. Gaylord
---------------------------------
Timothy P. Gaylord
President and Chief Executive Officer
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EXHIBIT INDEX
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 December 4, 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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