UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Amendment No. 12
to
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3
thereunder)
THE WESTWOOD GROUP, INC.
(Name of the Issuer)
THE WESTWOOD GROUP, INC.
Charles F. Sarkis
Richard P. Dalton
Joseph M. Cassin
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value
Class B Common Stock, $.01 par value
(Title of Class of Securities)
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 of Behalf of Person(s) Filing Statement)
-----------------------------
with copies to:
Francis J. Feeney, Jr., Esquire
NIXON PEABODY LLP
100 Summer Street
Boston, MA 02110
Telephone Number: (617) 345-1000
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.
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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 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
$160,000 (1) $12.94 (1)
1. For purposes of calculating the fee only, this amount assumes the
acquisition of an estimated 40,000 shares of the Common Stock, par value $.01
per share, and Class B Common Stock, par value $.01 per share, for $4.00 per
share in cash to the stockholders holding less than 500 shares of either the
Company's Common Stock or Class B Common Stock being cashed out in connection
with a 500 to 1 reverse stock split. The amount of the filing fee equals
..0000809 times the aggregate transaction value. As set forth below, $30.92 was
previously paid.
[x] 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: $30.92
Form or Registration No.: SC 13E3
Filing Party: The Westwood Group, Inc.
Dated Filed: October 25, 2002
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INTRODUCTION
This Amendment No. 12 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Schedule 13E-3") is being filed by The Westwood Group, Inc.,
Charles F. Sarkis, Richard P. Dalton and Joseph M. Cassin, pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
thereunder. This Amendment No. 12 amends and supplements the Schedule 13E-3
Transaction Statement filed with the SEC on October 25, 2002, as amended by
Amendment No. 1 to the Schedule 13E-3 Transaction Statement filed with the SEC
on December 23, 2002, as amended by Amendment No. 2 to the Schedule 13E-3
Transaction Statement filed with the SEC on January 23, 2003, as amended by
Amendment No. 3 to the Schedule 13E-3 Transaction Statement filed with the SEC
on February 12, 2003, as amended by Amendment No. 4 to the Schedule 13E-3
Transaction Statement filed with the SEC on February 13, 2003, as amended by
Amendment No. 5 to the Schedule 13E-3 Transaction Statement filed with the SEC
on August 21, 2003, as amended by Amendment No. 6 to the Schedule 13E-3
Transaction Statement filed with the SEC on October 3, 2003, as amended by
Amendment No. 7 to the Schedule 13E-3 Transaction Statement filed with the SEC
on October 31, 2003, as amended by Amendment No. 8 to the Schedule 13E-3
Transaction Statement filed with the SEC on December 5, 2003, as amended by
Amendment No. 9 to the Schedule 13E-3 filed with the SEC on December 19, 2003,
as amended by Amendment No. 10 to the Schedule 13E-3 filed with the SEC on May
28, 2004 and as amended by Amendment No. 11 to the Schedule 13E-3 Transaction
Statement filed with the SEC on August 5, 2004. On February 13, 2003, the
Westwood Group filed a Definitive Proxy Statement and the accompanying Amendment
No. 4 to the Schedule 13E-3 Transaction Statement with the SEC in order to
effectuate a 1,500 for 1 reverse stock split of its capital stock. A meeting of
the stockholders of the Westwood Group to approve the proposed reverse stock
split was scheduled for March 19, 2003. On March 18, 2003, which was one day
prior to the scheduled meeting to approve the proposed reverse stock split, the
Westwood Group received an Administrative Complaint and Ex Parte Motion for a
Temporary Order to Cease and Desist from the Securities Division of the Office
of the Secretary of The Commonwealth of Massachusetts. The March 19, 2003
stockholders' meeting to approve the proposed going private transaction was
adjourned in order to permit the Westwood Group to address this matter, and the
stockholders' vote was never taken.
On June 16, 2003, the Westwood Group executed an Offer of Settlement and a
Consent Order was filed in connection with the Administrative Complaint.
The Westwood Group is now submitting to its shareholders a new 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.
In addition to receiving the cash payment of $4.00 per share, each record
holder being redeemed in connection with the proposed reverse stock split will
be entitled to receive an additional cash payment if, within one calendar year
from the date of this meeting, the Massachusetts state legislature enacts
legislation that expands legalized gaming in The Commonwealth of Massachusetts
and such legislation authorizes the Westwood Group to install slot machines at
its Wonderland racetrack facility. If such legislation is enacted, the Board of
Directors of the Westwood Group, in consultation with an independent financial
advisor, will determine the valuation of the Westwood Group in light of such
legislation, and based upon such valuation, will pay each redeemed record holder
any increase in value
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above the $4.00 per share cash payment received in connection with the reverse
stock split, which will be payable at such time and in such manner as determined
by the Board of Directors.
In connection with the proposed reverse stock split, the Board of Directors
engaged Schroeder & Co., an independent, third-party private investment bank, to
render a fairness opinion from a financial point of view of the consideration to
be paid to the holders of the Westwood Group's Common Stock and Class B Common
Stock and following due deliberation, the Board of Directors determined to
proceed with a new reverse stock split going-private transaction on different
terms which are consistent with the terms of the settlement with the Securities
Division.
On July 17, 2003, Joseph M. Cassin, a senior partner at the law firm
Cassin, Cassin & Joseph, LLP, was appointed to the Westwood Group's Board of
Directors and will now be a filing person with respect to this Schedule 13E-3.
On July 21, 2003, Paul M. DiMare, an original filing person with the respect to
this Schedule 13E-3, resigned from the Board of Directors, and, consequently, is
no longer a filing person.
The proposal is upon the terms and subject to the conditions set forth in
the Definitive Proxy Statement for a special meeting of stockholders, a copy of
which was filed under cover of the Westwood Group's Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission concurrently
with this Schedule 13E-3. Amendment No. 12 is being filed to reflect the filing
of the Definitive Proxy Statement. The information set forth in the Definitive
Proxy Statement including any appendices thereto, is incorporated herein by
reference, and the responses to each item in this Schedule 13E-3 are qualified
in their entirety by the information contained in the Definitive Proxy Statement
and any appendices or exhibits thereto. The other purpose of the special meeting
of stockholders is to transact such other business as may properly come before
the special meeting of stockholders.
All references to subsections in the Items below are to the subsection
of the applicable Item in Regulation M-A.
Item 1. Summary Term Sheet.
The information set forth in the Proxy Statement under the caption "Summary Term
Sheet" is incorporated herein by reference pursuant to General Instruction F to
Schedule 13E-3.
Item 2. Subject Company Information.
(a) Name and Address. The Westwood Group, Inc. is the subject company. Its
principal executive office is located at 190 V.F.W. Parkway, Revere, MA
02151 and its telephone number is (781) 284-2600.
(b) Securities. The Common Stock trades on the pink sheets under the symbol
"TWGI." As of August 4, 2004, there were 351,210 outstanding shares of
Common Stock and 912,015 outstanding shares of Class B Common Stock.
(c) Trading Market and Price. There is no established trading market for
the Westwood Group's Common Stock or Class B Common Stock. The Common
Stock is traded on the pink sheets under the symbol "TWGI." The
information set forth under the caption "Price Range of Common Stock;
Dividends; Trading Volume" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule
13E-3.
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(d) Dividends. No dividends have been declared by Westwood Group on its
Common Stock or Class B Common Stock during 2003, 2002 or 2001.
Westwood Group does not intend to pay cash dividends on either Common
Stock or Class B Common Stock in the immediate future.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. None.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The Westwood Group, Inc., the subject company, is one
of the filing persons of this statement. Its principal executive office
is located at 190 V.F.W. Parkway, Revere, MA 02151 and its telephone
number is (781) 284-2600. The business address for each of Charles F.
Sarkis and Richard P. Dalton is 190 V.F.W. Parkway, Revere, MA 02151
and the telephone number is (781) 284-2600. The business address for
Joseph M. Cassin is 711 Third Avenue, New York, New York 10017 and the
telephone number is (212) 798-0116. Mr. Sarkis is the Chairman of the
Board of Directors of the Westwood Group and a beneficial owner of
approximately 70.75% of the outstanding shares of the Common Stock and
88.22% of the outstanding shares of the Class B Common Stock of the
Westwood Group. Mr. Dalton is a Director, President and Chief Executive
Officer of the Westwood Group and beneficial owner of approximately
13.38% of the outstanding shares of Common Stock of the Westwood Group.
Mr. Cassin is a Director and a holder of an option to purchase 25,000
shares of Common Stock of the Westwood Group.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons. The information required by
(1) and (2) of this item is set forth under Part III, Item 10, titled
"Directors and Executive Officers of the Registrant" of the Westwood
Group's Annual Report on Form 10-K for the fiscal year ended December
31, 2002 and is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3. The business address for Messrs.
Sarkis and Dalton is 190 V.F.W. Parkway, Revere, Massachusetts 02151.
The business address for Mr. Cassin is 711 Third Avenue, New York, New
York 10017. (3) None of the filing persons who are natural persons was
convicted in a criminal proceeding during the past five years. (4) None
of the filing persons who are natural persons was a party to any
judicial or administrative proceeding during the past five years
(except for matters that were dismissed without sanction or settlement)
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. The information set forth in the
Proxy Statement under the caption "Background of the Proposed Reverse
Stock Split" is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3. (5) All of the filing persons who are
natural persons are citizens of the United States.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth under the captioned "Summary
Term Sheet;" "Amendment of Certificate of Incorporation to Effect the
Reverse Stock Split;" "Contingent Cash Payment;" "Reasons for and
Purpose of the Reverse Stock Split;" "The Effects of the Reverse Stock
Split;" "Financial Effect of the Reverse Stock Split;" and "Financing
of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule
13E-3.
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(c) Different Terms. The information set forth under the captions "Summary
Term Sheet;" "Contingent Cash Payment;" "The Effects of the Reverse
Stock Split;" and "Potential Detriments of the Reverse Stock Split to
Stockholders; Accretion in Ownership and Control of Certain
Stockholders" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction F to Schedule 13E-3.
(d) Appraisal Rights. The information set forth under the caption
"Appraisal Rights" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule
13E-3.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not Applicable.
Item 5. Past Contacts, Transactions or Negotiations.
(a) Transactions. The information contained under the captions
"Alternatives Considered" and "Other Information Concerning the Company
and Affiliates" in the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) Significant Corporate Events. The information set forth under the
captions "Background of the Proposed Reverse Stock Split" and
"Alternatives Considered" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction F to Schedule 13E-3.
(c) Negotiations or Contacts. The information contained in the Proxy
Statement under the captions "Background of the Proposed Reverse
Stock Split" and "Alternatives Considered" are incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(e) Agreements involving the Subject Company's Securities. The information
contained under the caption "Background of the Proposed Reverse Stock
Split," "Other Information Concerning the Company and Affiliates" and
"Security Ownership of Certain Beneficial Owners and Management" in the
Proxy Statement is incorporated herein pursuant to General Instruction
F to Schedule 13E-3.
Item 6. Purposes of the Reverse Stock Split and Plans or Proposals.
(b) Use of Securities Acquired. No securities will be acquired in the
reverse stock split. Outstanding shares of Common Stock and Class B
Common Stock that are exchanged will be cancelled.
(c) Plans.
(1) None.
(2) None.
(3) The information set forth under the captions "Financial Effect
of the Reverse Stock Split;" "Potential Detriments of the Reverse Stock
Split to Stockholders; Accretion in Ownership and Control of Certain
Stockholders;" "Amendment of Certificate of Incorporation to Effect the
Reverse Stock Split;" "Reasons and Purpose of the Reverse Stock Split;"
and "The Effects of the Reverse Stock Split" of the Proxy Statement are
incorporated herein by reference pursuant to General Instruction F to
Schedule 13E-3.
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(4) None.
(5) None.
(6) The information set forth under the captions "Reasons For and
Purpose of the Reverse Stock Split" and "Conduct of the Westwood
Group's Business After the Reverse Stock Split" of the Proxy Statement
are incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
(7) The information set forth under the captions "Reasons For and
Purpose of the Reverse Stock Split" and "Conduct of the Westwood
Group's Business After the Reverse Stock Split" of the Proxy Statement
are incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
(8) The information set forth under the captions "Reasons For and
Purpose of the Reverse Stock Split" and "Conduct of the Westwood
Group's Business After the Reverse Stock Split" of the Proxy Statement
are incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes of the Reverse Stock Split. The information set forth under
the caption "Reasons for and Purpose of the Reverse Stock Split" of the
Proxy Statement is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
(b) Alternatives. The information set forth under the caption "Alternatives
Considered" of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(c) Reasons. The information set forth under the captions "Reasons for and
Purpose of Reverse Stock Split" and "Background of the Reverse Stock
Split" of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(d) Effects. The information set forth under the captions "Contingent Cash
Payment;" "Financial Effect of the Reverse Stock Split;" "Potential
Detriments of the Reverse Stock Split to Stockholders; Accretion in
Ownership and Control of Certain Stockholders;" "Conduct of the
Westwood Group's Business after the Reverse Stock Split" and "Certain
Federal Income Tax Consequences" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction F to
Schedule 13E-3.
Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth under the captions "Alternatives
Considered;" "Recommendation of the Board of Directors; Fairness of the
Reverse Stock Split;" and "Fairness Opinion of Schroeder & Co." of the
Proxy Statement is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3. No director dissented to or abstained
from voting on the Rule 13E-3 transaction.
(b) Factors Considered in Determining Fairness. The information set forth
under the captions "Contingent Cash Payment;" "Alternatives
Considered;" "Reasons for and Purpose of the Reverse Stock Split;"
"Background of the Proposed Reverse Stock Split;" "Recommendation of
the Board of Directors; Fairness of
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the Reverse Stock Split;" and "Fairness Opinion" of the Proxy Statement
is incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
(c) Approval of Security Holders. The information set forth under the
caption "Quorum and Vote Required" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3. The transaction is structured so that approval is
required of at least (i) a majority of the votes entitled to be cast at
the meeting by holders of the outstanding shares of Common Stock and
Class B Common Stock, voting together as a single class, (ii) a
majority of the votes entitled to be cast at the meeting by the holders
of the outstanding shares of Common Stock held by unaffiliated
stockholders, voting as a separate class, and (iii) a majority of the
votes entitled to be cast at the meeting by the unaffiliated holders of
the outstanding shares of Class B Common Stock voting as a separate
class. For this purpose, an unaffiliated holder is a holder of either
Common Stock or Class B Common Stock other than Charles F. Sarkis,
Richard P. Dalton and Joseph M. Cassin, each an officer and/or director
of the Westwood Group, and Paul M. DiMare, a former director of the
Westwood Group.
(d) Unaffiliated representative. An unaffiliated representative has not
been retained on behalf of unaffiliated security holders for purposes
of negotiating the terms of the Rule 13e-3 transaction.
(e) Approval of Directors. The information set forth under the caption
"Recommendation of the Board of Directors; Fairness of the Reverse
Stock Split" of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3. The Rule 13e-3
transaction was approved by the non-employee director.
(f) Other Offers. The information set forth under the caption "Alternatives
Considered" of the Proxy Statement are incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) - (c)The information set forth under the captions "Background of the
Proposed Reverse Stock Split;" "Recommendation of the Board of Directors;
Fairness of the Reverse Stock Split;" and "Fairness Opinion of Schroeder & Co."
is incorporated herein by reference pursuant to General Instruction F to
Schedule 13E-3. The Opinion of Schroeder & Co. is an exhibit to the Proxy
Statement and is incorporated herein by reference to the Proxy Statement
pursuant to General Instruction F to Schedule 13E-3. The Opinion of Schroeder &
Co., the Schroeder & Co. Fairness Opinion Outline, each of the Appraisal Reports
by RM Bradley & Co., Inc., the Cummings Associates report, form of the Cummings
Associates power point presentation and Cummings Associates working papers will
be made available for regular business hours by any interested equity security
holder or representative who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds. The information set forth under the caption "Financing
of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule
13E-3.
(b) Conditions. The information set forth under the caption "Financing of
the Reverse Stock Split" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction F to Schedule 13E-3.
(c) Expenses. The information set forth under the caption "Costs of the
Reverse Stock Split" of the Proxy Statement is incorporated herein by
reference.
(d) Borrowed Funds. The information set forth under the caption "Financing
of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule
13E-3.
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Item 11. Interest in Securities of the Issuer.
(a) Securities Ownership. The information set forth in the caption
"Security Ownership of Certain Beneficial Owners and Management" of the
Proxy Statement is incorporated herein by reference pursuant to the
General Instruction F to Schedule 13E-3.
(b) Securities Transactions. At a telephonic board meeting held on July 29,
2003, the Board granted a non-qualified option to purchase 25,000
shares of the Company's Common Stock at a price of $4.00 per share to
Mr. Cassin in consideration for serving as a member of the Westwood
Group's Board of Directors. Mr. Cassin recused himself from
consideration of this matter. The information set forth under the
caption "Security Ownership of Certain Beneficial Owners and
Management" of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth under the Captions "Quorum and Vote Required" and
"Recommendation of the Board of Directors; Fairness of the Reverse
Stock Split" of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(e) Recommendations of Others. The information set forth under the caption
"Recommendation of the Board of Directors; Fairness of the Reverse
Stock Split" of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
Item 13. Financial Statements.
(a) Financial Information.
(1) The information and financial statements set forth under Part II, Item
8, titled "Financial Statements and Supplementary Data," of the
Westwood Group's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 are incorporated herein by reference pursuant to
General Instruction F and the instructions to Item 13 to Schedule
13E-3.
(2) The information and financial statements set forth under Part I, Item
1, titled "Financial Statements" of the Westwood Group's quarterly
report on Form 10-Q for the fiscal quarter ended March 31, 2004 are
incorporated herein by reference pursuant to General Instruction F and
the instructions to Item 13 to Schedule 13E-3.
(3) The information set forth under the caption "Selected Historical
Financial Data" in the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F and the instructions to
Item 13 to Schedule 13E-3.
(4) The information set forth under the caption "Selected Historical
Financial Data" in the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F and the instructions to
Item 13 to Schedule 13E-3.
(b) Pro Forma Information. The information and financial statements set
forth under the caption "Pro Forma Financial Information" in the
Proxy Statement are incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. The information set forth under the
caption "Proxies" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) Employees and Corporate Assets. None.
Item 15. Additional Information.
(b) Other Material Information. The information set forth in the
Proxy Statement and the Appendices thereto and the Exhibits
hereto is incorporated herein by reference. No officers, directors or
control person will tender shares in the proposed tender offer that the
Westwood Group intends to commence upon completion of the proposed
reverse stock split. The information set forth under the captions
"Summary Term Sheet;" "Reasons for and Purposes of the Reverse Stock
Split;" and "Background of the Proposed Reverse Stock Split of the
Proxy Statement is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
Item 16. Exhibits.
(a.1) Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission concurrently with this form is incorporated
herein by reference.
(a.2) Form of Proxy Card filed along with Definitive Proxy Statement on
Schedule 14A with the Securities and Exchange Commission concurrently
with this form is incorporated herein by reference.
(b) Loan Reimbursement and Security Agreement, dated September 3, 2002, by
and between Wonderland Greyhound Park Realty, LLC and Boson Federal
Savings Bank (incorporated by reference to Exhibit b to Amendment No. 1
to Rule 13E-3 Transaction Statement filed on December 23, 2002).
(c.1) The Opinion of Alouette Capital, Inc., dated September 17, 2002, as
amended (incorporated by reference to Exhibit c.1 to Rule 13E-3
Transaction Statement filed on February 13, 2003).
(c.2) The Opinion of Alouette Capital, Inc., dated September 17, 2002
(incorporated by reference to Exhibit c.2 to Rule 13E-3 Transaction
Statement filed on February 12, 2003).
(c.3) The Appraisal Report of RM Bradley & Co., Inc., dated January 21, 2001
(incorporated by reference to Exhibit c.2 to Rule 13E-3 Transaction
Statement filed on October 25, 2002).
(c.4) The Appraisal Report of RM Bradley & Co., Inc., dated July 25, 2002
(incorporated by reference to Exhibit c.3 to Rule 13E-3 Transaction
Statement filed on October 25, 2002).
(c.5) Common Stock Valuation Summary prepared by Alouette Capital, Inc.,
dated September 2002 (incorporated by reference to Exhibit c.4 to
Amendment No. 1 to Rule 13E-3 Transaction Statement filed on December
23, 2002).
(c.6) The Appraisal Report of RM Bradley & Co., Inc., dated July 16, 2003
(incorporated by reference to Exhibit c.6 to Rule 13E-3 Transaction
Statement filed on August 21, 2003).
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(c.7) The Opinion of Schroeder & Co., dated July 29, 2003, filed as Exhibit B
to the Definitive Proxy Statement on Schedule 14A filed concurrently
with this form is incorporated herein by reference.
(c.8) Schroeder & Co. Fairness Opinion Outline, dated July 29, 2003, as
updated on August 13, 2003 (incorporated by reference to Exhibit c.8 to
Rule 13E-3 Transaction Statement filed on August 21, 2003).
(c.9) Cummings Associates report, dated December 6, 2002 (incorporated by
reference to Exhibit c.9 to Rule 13E-3 Transaction Statement filed on
October 31, 2003).
(c.10) Cummings Associates form of power point presentation to various
Massachusetts legislators, dated March 20, 2003 (incorporated by
reference to Exhibit C.10 to Rule 13E-3 Transaction Statement
filed on May 28, 2004).
(c.11) Cummings Associates work papers, dated March 25, 2003 (incorporated by
reference to Exhibit c.11 to Rule 13E-3 Transaction Statement filed on
May 28, 2004).
(c.12) Working Papers of The Westwood Group, Inc., dated May 17, 2003
(incorporated by reference to Exhibit c.12 to Rule 13E-3 Transaction
Statement filed on May 28, 2004).
(c.13) Working Papers of The Westwood Group, Inc., dated June 2, 2003
(incorporated by reference to Exhibit c.13 to Rule 13E-3 Transaction
Statement filed on May 28, 2004).
(c.14) Working Papers of The Westwood Group, Inc., dated June 16, 2003
(incorporated by reference to Exhibit c.14 to Rule 13E-3 Transaction
Statement filed on May 28, 2004).
(c.15) Working Papers of The Westwood Group, Inc., dated June 26, 2003
(incorporated by reference to Exhibit c.15 to Rule 13E-3 Transaction
Statement filed on May 28, 2004).
(c.16) Working Papers of The Westwood Group, Inc., dated July 2, 2003
(incorporated by reference to Exhibit c.16 to Rule 13E-3 Transaction
Statement filed on May 28, 2004).
(c.17) Working Papers of The Westwood Group, Inc., dated July 24, 2003
(incorporated by reference to Exhibit c.17 to Rule 13E-3 Transaction
Statement filed on May 28, 2004).
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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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.
The Westwood Group, Inc.
By: /s/ Richard P. Dalton
-------------------------
Name: Richard P. Dalton
Title: President and Chief Executive Officer
Date: August 10, 2004
12
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.
CHARLES F. SARKIS
By: /s/ Charles F. Sarkis
-------------------------
Name: Charles F. Sarkis
Date: August 10, 2004
13
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.
RICHARD P. DALTON
By: /s/ Richard P. Dalton
-------------------------
Name: Richard P. Dalton
Date: August 10, 2004
14
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.
JOSEPH M. CASSIN
By: /s/ Joseph M. Cassin
------------------------
Name: Joseph M. Cassin
Date: August 10, 2004
15