SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
Specialty Catalog Corp.
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(Name of Issuer)
Specialty Catalog Corp.
Specialty Acquisition Corp.
First Global Holdings Limited
Oracle Investments and Holdings Limited
Ionic Holdings LDC
Three Greens Holdings Limited
Alexander Enterprise Holding Corp.
Guy Naggar
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
84748Q-10-3
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(CUSIP Number of Class of Securities)
Thomas McCain Guy Naggar
Specialty Catalog Corp. Specialty Acquisition Corp.
21 Bristol Drive c/o Kane Kessler, P.C.
South Easton, MA 02375 1350 Avenue of the Americas
(508) 238-0199 26th Floor
New York, NY 10019
(212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
Jeffrey S. Tullman, Esq. Stephen Kotran, Esq.
Kane Kessler, P.C. Sullivan & Cromwell
1350 Avenue of the Americas 125 Broad Street
26th Floor New York, NY 10038
New York, NY 10019 212-558-4963
(212) 541-6222
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 checking box (a) are preliminary copies: |X|
CALCULATION OF FILING FEE*
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Transaction Valuation Amount of Filing fee
$12,221,272 $2,445
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* The filing fee was determined by adding (a) the product of (i) the 2,820,577
shares of Common Stock that are proposed to be retired in the merger and (ii)
the merger consideration of $3.75 per share of Common Stock, plus (b) $1,630,609
expected to be paid upon cancellation of all outstanding options (the "Total
Consideration"). The filing fee equals one- fiftieth of one percent of the Total
Consideration.
[X] Check the box if any part of the fee is offset as provided by Exchange Act
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: $ 2,445 Filing Party: Specialty Catalog Corp.
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Form or Registration No.: Schedule 14A Date Filed: May 21, 2001
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by (1) Specialty Catalog Corp., a Delaware corporation
and the issuer of the equity securities which are the subject of the Rule 13e-3
transaction ("Specialty Catalog"), (2) Specialty Acquisition Corp., a Delaware
corporation ("Acquisition Corp."), (3) First Global Holdings Limited, a British
Virgin Islands corporation ("First Global"), (4) Oracle Investments and Holdings
Limited, a British Virgin Islands corporation ("Oracle"), (5) Ionic Holdings
LDC, a Cayman Islands corporation ("Ionic"), (6) Three Greens Holdings Limited,
a British Virgin Islands corporation ("Three Greens"), (7) Alexander Enterprise
Holding Corp., a British Virgin Islands corporation ("Alexander"), and (8) Guy
Naggar. This Schedule 13E-3 relates to the Agreement and Plan of
Recapitalization and Merger, dated as of May 4, 2001 (the "Merger Agreement"),
between Specialty Catalog and Acquisition Corp.
Concurrently with the filing of this Schedule 13E-3, Specialty Catalog
is filing with the Securities and Exchange Commission a proxy statement (the
"Proxy Statement") under Regulation 14A of the Securities Exchange Act of 1934,
as amended, relating to the special meeting of stockholders of Specialty Catalog
at which the stockholders of Specialty Catalog will consider and vote upon,
among other things, a proposal to approve and adopt the Merger Agreement and the
merger transaction contemplated thereby. A copy of the Proxy Statement is
attached hereto as Exhibit 99 (a)(1) and a copy of the Merger Agreement is
attached as Annex A to the Proxy Statement.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated herein by reference. As of the date
hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment. Capitalized terms used but not defined in this Schedule 13E-3
shall have the meanings given to them in the Proxy Statement.
The information contained in this Schedule 13E-3 and/or the Proxy
Statement concerning Specialty Catalog was supplied by Specialty Catalog and
none of the other filing persons takes responsibility for the accuracy of such
information. Similarly, the information contained in this Schedule 13E-3 and/or
the Proxy Statement concerning each filing person other than Specialty Catalog
was supplied by each such filing person and no other filing person, including
Specialty Catalog, takes responsibility for the accuracy of any information not
supplied by such filing person.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the section of the Proxy
Statement entitled "Summary Term Sheet" is incorporated herein
by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information contained in the section of the Proxy
Statement entitled "Summary--The Participants" is incorporated
herein by reference.
(b) The information contained in the section of the Proxy
Statement entitled "General Information" is incorporated
herein by reference.
(c)-(d) The information contained in the section of the Proxy
Statement entitled "Historical Market Information" is
incorporated herein by reference.
(e) Not applicable.
(f) The information contained in the section of the Proxy
Statement entitled "Information about the Transaction
Participants--Certain Purchases of Specialty Catalog Common
Stock" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information contained in the sections of the Proxy
Statement entitled "Summary--The Participants", and
"Information About the Transaction Participant--Continuing
Stockholders" is incorporated herein by reference.
The address of Mr. Naggar is c/o Dawnay, Day & Co. Ltd., 15
Grosvenor Gardens, London, England SW1W OBD, Tel: 020 7834
8060. The address of First Global, Three Greens, and Oracle is
Geneva Place, 2nd Floor, Wickham's Cay, P.O. Box 3339, Road
Town, Tortola, British Virgin Islands, Tel: 44 1534 602000.
The address of Ionic is First Home Tower, British American
Center, George Town, Grand Cayman, Cayman Islands Tel: 44 1534
602000. The address of Alexander is 801 Brickell Avenue, Suite
2580, Miami, FL 33131, Tel: (305) 530-1632.
(b) The information contained in the sections of the Proxy
Statement entitled "Summary--The Participants", and
"Information About the Transaction Participant--Continuing
Stockholders" is incorporated herein by reference.
(c) The information contained in the section of the Proxy
Statement entitled "Information About the Transaction
Participant--Continuing Stockholders" is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) Not applicable.
(a)(2) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Questions and
Answers About the Merger", "Summary," "Special Factors" and
"Summary of the Merger Agreement" is incorporated herein by
reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Questions and
Answers About the Merger", "Special
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Factors-Effects of the Merger" and "Special Factors-Interests
of Certain Persons in the Merger" is incorporated herein by
reference.
(d) The information contained in the section of the Proxy
Statement entitled "Special Factors-Appraisal Rights" and in
Annex C to the Proxy Statement, Section 262 of the Delaware
General Corporation Law, is incorporated herein by reference.
(e) The information contained in the section of the Proxy
Statement entitled "Special Factors-Provisions for
Unaffiliated Security Holders" is incorporated herein by
reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Related Agreements" and
"Special Factors--Amount and Source of Funds and Financing of
the Merger" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Material Contacts and
Board Deliberations" and "Special Factors--Interests of
Certain Persons in the Merger" is incorporated herein by
reference.
(c) The information contained in the section of the Proxy
Statement entitled "Special Factors--Material Contacts and
Board Deliberations" is incorporated herein by reference.
(e) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Interests of Certain
Persons in the Merger", "Special Factors--Related Agreements"
and "Summary of the Merger Agreement" is incorporated herein
by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Summary", "Special
Factors" and "Summary of the Merger Agreement" is
incorporated herein by reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Summary", "Special
Factors" and "Summary of the Merger Agreement" is
incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
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(a)-(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Summary", "Special
Factors" and "Summary of the Merger Agreement" is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a),(b) The information contained in the sections of the Proxy
Statement entitled "Special Factors-- Recommendation of the
Special Committee and the Board of Directors; Reasons for the
Merger; Fairness of the Merger", "Special Factors--Material
Contacts and Board Deliberations", "Special Factors--Opinion
of Burnham Securities Inc.", and "Special Factors--Position
of the Continuing Stockholders as to the Fairness of the
Merger" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Summary", "Summary-The Vote Required",
"Questions and Answers About the Merger", and "The Special
Meeting" is incorporated herein by reference.
(d) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Recommendation of the
Special Committee and the Board of Directors; Reasons for the
Merger; Fairness of the Merger", "Special Factors-- Material
Contacts and Board Deliberations", "Questions and Answers
About the Merger", and "Special Factors--Opinion of Burnham
Securities Inc." is incorporated herein by reference.
(e) The information contained in the sections of the Proxy
Statement entitled "Special Factors-- Material Contacts and
Board Deliberations", "Special Factors--Recommendation of the
Special Committee and the Board of Directors; Reasons for the
Merger; Fairness of the Merger" and "Special Factors--Opinion
of Burnham Securities Inc." is incorporated herein by
reference.
(f) The information contained in the sections of the Proxy
Statement entitled "Special Factors-- Material Contacts and
Board Deliberations" and "Special Factors--Recommendation of
the Special Committee and the Board of Directors; Reasons for
the Merger; Fairness of the Merger" is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Opinion of Burnham
Securities Inc.", "Special Factors--Material Contacts and
Board Deliberations", and in Annex B to the Proxy Statement is
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a),(b) The information contained in the section of the Proxy
Statement entitled "Special Factors--Amount and Source of
Funds and Financing of the Merger" is incorporated herein by
reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Estimated Fees and
Expenses" and "Summary of the Merger Agreement--Termination
Fees and Expenses" is incorporated herein by reference.
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(d) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Amount and Source of
Funds and Financing of the Merger" and "Special Factors--
Related Agreements" is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a),(b) The information contained in the section of the Proxy
Statement entitled "Special Factors--Interests of Certain
Persons in the Merger" and "Information About the Transaction
Participants" is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d),(e) The information contained in the sections of the Proxy
Statement entitled "Summary--Voting Requirements", "Special
Factors--Position of the Continuing Stockholders as to
Fairness of the Merger", "The Special Meeting--Required Vote"
and "Special Factors--Structure of the Transaction;
Participants" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information contained in the sections of the Proxy
Statement entitled and "Information About the Transaction
Participants--The Company", "Incorporation of Certain
Documents by Reference" and "Where You Can Find More
Information" is incorporated herein by reference.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a),(b) The information contained in the section of the Proxy
Statement entitled "The Special Meeting" is incorporated
herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information contained in the Proxy Statement, including
all annexes thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
99 (a) (1) Preliminary Proxy Statement filed with the Securities
and Exchange Commission on May 18, 2001.
99 (a) (2) Form of Proxy Card, filed with the Securities
and Exchange Commission along with the Proxy Statement.
99 (a) (3) Press Release dated May 4, 2001.*
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99 (b) (1) Letter of Intent, dated as of May 4, 2001, by and among
Specialty Catalog, Acquisition Corp., LEG Partners III
SBIC, L.P., LEG Partners Debenture SBIC, L.P., and Golub
Associates Incorporated.
99 (b) (2) Term Sheet, dated as of April 30, 2001, by and among
Specialty Catalog and Fleet National Bank.
99 (c) Opinion of Burnham Securities Inc. attached as Annex B
to the Proxy Statement.
99 (d) (1) Agreement and Plan of Recapitalization and Merger,
dated as of May 4, 2001, between Specialty Catalog
and Acquisition Corp. attached as Annex A to the Proxy
Statement.
99 (d) (2) Stockholders Agreement, dated as of May 4, 2001,
among Acquisition Corp., First Global, Oracle,
Ionic, Alexander, and Guy Naggar.
99 (d) (3) Employment Agreement, dated as of May 8, 2000, between
Specialty Catalog and Joseph Grabowski.**
99 (d) (4) Engagement Letter, dated as of February 16, 2001,
between Marlin Holdings, LLC and Specialty Catalog.***
99 (f) Section 262 of the Delaware General Corporation Law,
attached as Annex C to the Proxy Statement.
99 (g) Not applicable
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* Incorporated by reference to the Current Report on Form 8-K filed by
Specialty Catalog on May 7, 2001.
** Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q filed by Specialty Catalog on May 15, 2000.
*** Incorporated by reference to Exhibit 10.16 to the Annual Report on Form
10-K/A filed by Specialty Catalog on April 30, 2001.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
following certify that the information set forth in this statement is true,
complete and correct.
SPECIALTY CATALOG CORP.
By: /s/ Thomas McCain
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Name: Thomas McCain
Title: Senior Vice President
Secretary, and Treasurer
/s/ Guy Naggar
--------------------------------
Guy Naggar
SPECIALTY ACQUISITION CORP.
By: /s/ Guy Naggar
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Name: Guy Naggar
Title: President
ALEXANDER ENTERPRISE HOLDING
CORP.
By: /s/ Jared Bluestein
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Name: Jared Bluestein
Title: Director
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FIRST GLOBAL HOLDINGS LIMITED
By: /s/ Elizabeth Le Poidevin
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Name: Elizabeth Le Poidevin
Title: Director
ORACLE INVESTMENTS AND HOLDINGS
LIMITED
By: /s/ Elizabeth Le Poidevin
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Name: Elizabeth Le Poidevin
Title: Director
IONIC HOLDINGS LDC
By: /s/ Elizabeth Le Poidevin
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Name: Elizabeth Le Poidevin
Title: Director
THREE GREENS HOLDINGS LIMITED
By: /s/ Elizabeth Le Poidevin
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Name: Elizabeth Le Poidevin
Title: Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 (a) (1) Preliminary Proxy Statement filed with the Securities
and Exchange Commission on May __, 2001.
99 (a) (2) Form of Proxy Card, filed with the Securities and
Exchange Commission along with the Proxy Statement.
99 (a) (3) Press Release dated May 4, 2001.*
99 (b) (1) Letter of Intent, dated as of May 4, 2001, by and
among Specialty Catalog, Acquisition Corp., LEG
Partners III SBIC, L.P., LEG Partners Debenture SBIC,
L.P., and Golub Associates Incorporated.
99 (b) (2) Term Sheet, dated as of April 30, 2001, by and among
Specialty Catalog and Fleet National Bank.
99 (c) Opinion of Burnham Securities Inc. attached as Annex
B to the Proxy Statement.
99 (d) (1) Agreement and Plan of Recapitalization and Merger,
dated as of May 4, 2001, between Specialty Catalog
and Acquisition Corp. attached as Annex A to the
Proxy Statement.
99 (d) (2) Stockholders Agreement, dated as of May 4, 2001,
among Acquisition Corp., First Global, Oracle,
Ionic, Alexander, and Guy Naggar.
99 (d) (3) Employment Agreement,dated as of May 8, 2000,
between Specialty Catalog and Joseph Grabowski.**
99 (d) (4) Engagement letter, dated as of February 16, 2001
between Marlin Holdings, LLC and Specialty
Catalog.***
99 (f) Section 262 of the Delaware General Corporation Law,
attached as Annex C to the Proxy Statement.
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* Incorporated by reference to the Current Report on Form 8-K filed by
Specialty Catalog on May 7, 2001.
** Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q filed by Specialty Catalog on May 15, 2000.
*** Incorporated by reference to Exhibit 10.16 to the Annual Report on Form
10-K/A filed by Specialty Catalog on April 30, 2001.
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