UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE WESTWOOD GROUP, INC.
(Name of Subject Company)
THE WESTWOOD GROUP, INC.
(Name of Filing Person (Issuer))
COMMON STOCK, $.01 PAR VALUE
CLASS B COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
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961754 10 8 (COMMON STOCK)
(CUSIP Number of Class of Securities)
RICHARD P. DALTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
190 V.F.W. PARKWAY
REVERE, MASSACHUSETTS 02151
(781) 284-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
Francis J. Feeney, Jr., Esquire
Nixon Peabody LLP
100 Summer Street
Boston, Massachusetts 02110
Telephone Number: (617) 345-1000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check 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: Not applicable.
FORM OR REGISTRATION NO.: Not applicable.
FILING PARTY: Not applicable.
DATE FILED: Not applicable.
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
The following relates solely to preliminary communications made before the
commencement of an anticipated tender offer by The Westwood Group, Inc.
("Westwood Group"):
The Westwood Group is submitting to its shareholders a proposal to approve and
adopt a Certificate of Amendment to the Westwood Group's Certificate of
Incorporation pursuant to which each share of Common Stock, par value $.01 per
share, authorized immediately prior to the effectiveness of the proposed
amendment will be reclassified into one-five hundredth of one fully paid and
non-assessable share of Common Stock, par value $.01 per share, so that every
500 shares of Common Stock issued immediately prior to the effectiveness of the
amendment will be combined together to form one full share of Common Stock, par
value $.01. At the effective time of the proposed amendment, each share of Class
B Common Stock, par value $.01 per share, authorized immediately prior to the
effectiveness of the amendment will be reclassified into one-five hundredth of
one fully paid and non-assessable share of Class B Common Stock, par value $.01
per share, so that every 500 shares of Class B Common Stock authorized
immediately prior to the effectiveness of the amendment will be combined
together to form one full share of Class B Common Stock, par value $.01. The
Westwood Group will make a cash payment of $4.00 per share to record holders of
less than 500 shares of the Common Stock or Class B Common Stock immediately
prior to the effectiveness of the amendment. Certificates for fractional shares
of Common Stock and Class B Common Stock will be issued following the reverse
stock split to holders of greater than 500 shares of either Common Stock or
Class B Common Stock immediately prior to the effectiveness of the amendment.
Assuming the completion of the reverse stock split and termination of the
Westwood Group's public company status, the Westwood Group intends to promptly
initiate a tender offer for up to an aggregate of 21,000 pre-reverse stock split
shares of its Common Stock and up to an aggregate of 3,500 pre-reverse stock
split shares of its Class B Common Stock. The proposed tender offer is described
in the Westwood Group's Preliminary Proxy Statement filed with the Securities
and Exchange Commission on May 28, 2004, which is filed as Exhibit 99.1.
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR A
SOLICITATION OF AN OFFER TO SELL ANY SHARES. IF A TENDER OFFER IS COMMENCED, THE
SOLICITATION AND THE OFFER TO BUY THE WESTWOOD GROUP'S COMMON STOCK WILL BE MADE
PURSUANT TO AN OFFER TO PURCHASE (AND RELATED MATERIALS) WHICH WILL BE SENT TO
ALL WESTWOOD GROUP STOCKHOLDERS. THE OFFER TO PURCHASE WILL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ BY STOCKHOLDERS. IN CONNECTION WITH SUCH TENDER
OFFER, A STATEMENT ON SCHEDULE TO, WHICH WILL INCLUDE THE OFFER TO PURCHASE AND
OTHER EXHIBITS, WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"). ALL DOCUMENTS FILED WITH THE SEC CAN BE EXAMINED FOR FREE AT THE SEC WEB
SITE (HTTP://WWW.SEC.GOV.). THEY ARE ALSO AVAILABLE WITHOUT CHARGE BY SENDING
A WRITTEN REQUEST TO THE WESTWOOD GROUP AT 190 V.F.W. PARKWAY, REVERE, MA 02151,
ATTENTION: PRESIDENT.
ITEM 12. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 AMENDMENT NO. 5 TO THE WESTWOOD GROUP, INC.'S PRELIMINARY PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
May 28, 2004.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 AMENDMENT NO. 5 TO THE WESTWOOD GROUP, INC.'S PRELIMINARY PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
May 28, 2004.