SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 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.
-----------------------
(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
The David Cicurel Settlement
Martin E. Franklin
Wynnefield Partners Small Cap Value, L.P.
Wynnefield Partners Small Cap Value, L.P.I
Wynnefield Partners Small Cap Value Offshore Fund, Ltd.
LEG Partners III SBIC, L.P.
Joseph Grabowski
Thomas McCain
LEG Partners Debenture SBIC, L.P.
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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
-----------
(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 Amendment No. 3 to 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"), (8) Guy Naggar, (9) The David Cicurel
Settlement, (10) Martin E. Franklin, (11) Wynnefield Partners Small Cap Value,
L.P. ("Wynnefield Partners"), a Delaware limited partnership, (12) Wynnefield
Partners Small Cap Value, L.P. I ("Wynnefield Partners I"), a Delaware limited
partnership, and (13) Wynnefield Partners Small Cap Value Offshore Fund, Ltd.
("Wynnefield Offshore"), a Cayman Islands corporation, (14) LEG Partners III
SBIC, L.P., a Delaware limited partnership ("LEG Partners III"), (15) Joseph
Grabowski, (16) Thomas McCain, and (17) LEG Partners Debenture SBIC, L.P. ("LEG
Partners Debenture"). 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 revised 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.
The address of The David Cicurel Settlement is La Motte
Chambers, St Helier, Jersey Channel Islands, JE1 1BJ, Tel: 44
1534 602000.
The address of Mr. Franklin is 555 Theodore Fremd Avenue, Rye,
New York 10580, Tel: (914) 967-9400.
The address of Wynnefield Partners, Wynnefield Partners I, and
Wynnefield Offshore is 450 Seventh Avenue, Suite 509, New
York, New York 10123, Tel: (212) 760-0278.
The address of LEG Partners III and LEG Partners Debenture is
555 Madison Avenue, 30th Floor, New York, NY, Tel: (212)
750-6060
The address of Messrs. Grabowski and McCain is c/o Specialty
Catalog Corp., 21 Bristol Drive, South Easton, MA 02375
(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," "The Special Meeting"
"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
2
Factors-Effects of the Merger" "Special Factors--Related
Agreements", "Special Factors--Amount and Source of Funds and
Financing 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.
3
(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; Considerations
in Connection with 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--Information Concerning
the Meeting", "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; Considerations
in Connection with 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; Considerations
in Connection with 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;
Considerations in Connection with 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", "Where You Can Find More Information",
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 sections of the Proxy
Statement entitled "Summary Term Sheet--Sources and Uses of
Funds", "Summary--Merger Financing", and "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.
4
(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet-Sources and Uses of
Funds", "Summary--Merger Financing", "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 sections of the Proxy
Statement entitled "Special Factors--Interests of Certain
Persons in the Merger" "Special Factors--Related Agreements",
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--Information Concerning the
Meeting", "Special Factors--Recommendation of the Special
Committee and the Board of Directors; Considerations in
Connection with the Merger; Fairness of the Merger", "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 "Questions and Answers About the
Merger--What Does it Mean to Incorporate Certain Documents by
Reference", "Historical Book Value, Dividends, and Net
Earnings", "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) Amendment No. 3 to Preliminary Proxy Statement filed
with the Securities and Exchange Commission on
September 24, 2001. (11)
99 (a) (2) Form of Proxy Card, filed with the Securities and
Exchange Commission along with the Proxy Statement
(supercedes Form of Proxy Card filed as an exhibit to
the Schedule 13E-3 filed by Specialty Catalog on August
27, 2001). (11)
99 (a) (3) Press Release dated May 4, 2001. (1)
99 (a) (4) Specialty Catalog's Annual Report on Form 10-K for the
fiscal year ended December 30, 2000. (5)
99 (a) (5) Specialty Catalogs Quarterly Report on form 10-Q for the
fiscal qarter ended June 30, 2001 (6)
5
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. (8)
99 (b) (2) Term Sheet, dated as of April 30, 2001, by and among
Specialty Catalog and Fleet National Bank. (8)
99 (b) (3) Form of draft Note and Warrant Purchase Agreement, by
and among Specialty Catalog, Acquisition Corp., LEG
Partners III SBIC, L.P., LEG Partners Debenture
SBIC, LP., SC Corporation (d\b\a SC Direct), SC
Publishing, Inc., Royal Advertising & Marketing, Inc.,
and Daxbourne International Limited (supercedes Form of
draft Note and Warrant Purchase Agreement filed as an
exhibit to the Schedule 13E-3 filed by Specialty Catalog
on August 27, 2001).(11)
99 (c) (1) Opinion of Burnham Securities Inc. attached as Annex B
to the Proxy Statement. (8)
99 (c) (2) Presentation materials, dated May 4, 2001, prepared by
Burnham Securities, Inc. (9)
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. (8)
99 (d) (2) Stockholders Agreement, dated as of May 4, 2001,
among Acquisition Corp., First Global, Oracle,
Ionic, Alexander, and Guy Naggar. (8)
99 (d) (3) Employment Agreement, dated as of May 8, 2000, between
Specialty Catalog and Joseph Grabowski. (2)
99 (d) (4) Engagement Letter, dated as of February 16, 2001,
between Marlin Holdings, LLC and Specialty
Catalog. (3)
99 (d) (5) Form of draft Amendment to Employment Agreement
between Specialty Catalog and Joseph Grabowski. (9)
99 (d) (6) Form of draft Warrant Agreement by and among
Acquisition Corp., LEG Partners III SBIC, L.P., LEG
Partners Debenture SBIC, L.P., SC Corporation (d\b\a SC
Direct), SC Publishing, Inc., Royal Advertising &
Marketing, Inc., and Daxbourne International Limited
(supercedes Form of draft Warrant Agreement filed as an
exhibit to the Schedule 13E-3 filed by Specialty Catalog
on August 27, 2001). (11)
99 (d) (7) Subscription Agreement between Acquisition Corp. and
Guy Naggar. (9)
99 (d) (8) Subscription Agreement between Acquisition Corp.
and Alexander. (9)
99 (d) (9) Form of Subscription Agreement between Acquisition Corp.
and each of the other Continuing Stockholders. (9)
99 (d) (10) Form of draft Stock Option Exercise Agreement. (9)
99 (d) (11) Form of draft Stock Option Exercise Agreement between
Specialty Catalog and Joseph Grabowski. (9)
99 (d) (12) Form of draft Specialty Catalog 2001 Stock Incentive
Plan. (9)
99 (d) (13) Form of standard Option Agreement. (9)
99 (d) (14) Form of draft Option Agreement between Specialty Catalog
and Joseph Grabowski. (9)
99 (d) (15) Rights Agreement, dated as of April 11, 2000, between
Specialty Catalog and Continental Stock Transfer & Trust
Company, as Rights Agent. (4)
99 (d) (16) Amendment No. 1 to the Rights Agreement, dated as of
March 26, 2001, between Specialty Catalog and
Continental Stock Transfer & Trust Company, as Rights
Agent. (9)
99 (d) (17) Agreement and Plan of Recapitalization and Merger, dated
January 18, 2000, by and among Golub Associates
Incorporated, Catalog Acquisition Corp., and Specialty
Catalog. (7)
99 (d) (18) Form of draft Employment Agreement between Specialty
Catalog and Thomas McCain. (9)
99 (d) (19) Amendment No.1 to the Agreement and Plan of
Recapitalization and Merger, dated as of August 31,
2001, between Specialty Catalog and Acquisition Corp.
and, together with the Merger Agreement, attached as
Annex A to the Proxy Statement. (11)
99 (f) Section 262 of the Delaware General Corporation Law,
attached as Annex C to the Proxy Statement. (8)
99 (g) Not applicable
-----------------------
(1) Incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by Specialty Catalog on May 7, 2001.
(2) Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q filed by Specialty Catalog on May 15, 2001.
(3) Incorporated by reference to Exhibit 10.16 to the Annual Report on Form
10-K/A filed by Specialty Catalog on April 30, 2001.
(4) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed by Specialty Catalog on April 11, 2000.
(5) Incorporated by reference to the Annual Report on Form 10-K/A filed by
Specialty Catalog on April 30, 2001.
(6) Incorporated by reference to the Quarterly Report on Form 10-Q filed by
Specialty Catalog on August 10, 2001.
(7) Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Specialty Catalog on January 31, 2000.
(8) Incorporated by reference to the Schedule 13E-3 filed by Specialty Catalog
on May 21, 2001.
(9) Incorporated by reference to the Schedule 13E-3 filed by Specialty
Catalog on July 23, 2001.
(10) Incorporated by reference to the Schedule 13E-3 filed by Specialty Catalog
on August 27, 2001.
(11) Filed herewith.
6
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
------------------------------
Name: Thomas McCain
Title: Senior Vice President
Secretary, and Treasurer
/s/ Guy Naggar
-----------------------------
Guy Naggar
SPECIALTY ACQUISITION CORP.
/s/ Guy Naggar
------------------------------
Name: Guy Naggar
Title: President
ALEXANDER ENTERPRISE HOLDING
CORP.
By: /s/ Jared Bluestein
------------------------------
Name: Jared Bluestein
Title: Director
/s/ Joseph Grabowski
-------------------------------
Joseph Grabowski
/s/ Thomas McCain
-------------------------------
Thomas McCain
7
FIRST GLOBAL HOLDINGS LIMITED
By: /s/ Elizabeth Le Poidevin
------------------------------
Name: Elizabeth Le Poidevin
Title: Director
ORACLE INVESTMENTS AND HOLDINGS
LIMITED
By: /s/ Elizabeth Le Poidevin
------------------------------
Name: Elizabeth Le Poidevin
Title: Director
IONIC HOLDINGS LDC
By: /s/ Elizabeth Le Poidevin
------------------------------
Name: Elizabeth Le Poidevin
Title: Director
THREE GREENS HOLDINGS LIMITED
By: /s/ Elizabeth Le Poidevin
------------------------------
Name: Elizabeth Le Poidevin
Title: Director
THE DAVID CICUREL SETTLEMENT
By: /s/ Elizabeth Le Poidevin
------------------------------
Name: Elizabeth Le Poidevin
Title: Director, Abacus (C.I.)
Limited, Trustee
/s/ Martin Franklin
--------------------------------
Martin Franklin
WYNNEFIELD PARTNERS SMALL CAP
VALUE, L.P.
By: Wynnefield Capital Management,
LLC General Partner
By: /s/ Nelson Obus
------------------------------
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE,
L.P. I
By: Wynnefield Capital Management,
LLC General Partner
By: /s/ Nelson Obus
------------------------------
Name: Nelson Obus
Title: Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE
OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.
By: /s/ Nelson Obus
------------------------------
Name: Nelson Obus
Title: President
LEG PARTNERS III SBIC, L.P.
By: Golub PS-GP, LLC, its General
Partner
By: /s/ Gregory W. Cashman
------------------------------
Name: Gregory W. Cashman
LEG PARTNERS DEBENTURE SBIC, L.P.
By: Golub Debenture GP, LLC,
its General Partner
By: /s/ Gregory W. Cashman
------------------------------
Name: Gregory W. Cashman
8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 (a) (1) Amendment No. 3 to Preliminary Proxy Statement filed with the
Securities and Exchange Commission on September 24, 2001. (11)
99 (a) (2) Form of Proxy Card, filed with the Securities and Exchange
Commission along with the Proxy Statement (supercedes Form of
Proxy Card filed as an exhibit to the Schedule 13E-3 filed by
Specialty Catalog on August 27, 2001). (11)
99 (a) (3) Press Release dated May 4, 2001. (1)
99 (a) (4) Specialty Catalog's Annual Report on Form 10-K for the fiscal
year ended December 30, 2000. (5)
99 (a) (5) Specialty Catalog's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2001. (6)
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. (8)
99 (b) (2) Term Sheet, dated as of April 30, 2001, by and among
Specialty Catalog and Fleet National Bank. (8)
99 (b) (3) Form of draft Note and Warrant Purchase Agreement, by and among
Specialty Catalog, Acquisition Corp., LEG Partners III SBIC,
L.P., LEG Partners Debenture SBIC, L.P., SC Corporation (d\b\a
SC Direct), SC Publishing, Inc., Royal Advertising & Marketing,
Inc., and Daxbourne International Limited (supercedes Form of
draft Note and Warrant Purchase Agreement filed as an exhibit to
the Schedule 13E-3 filed by Specialty Catalog on August 27,
2001).(11)
99 (c) Opinion of Burnham Securities Inc. attached as Annex B to the
Proxy Statement. (8)
99 (c) (2) Presentation materials, dated May 4, 2001, prepared by
Burnham Securities, Inc. (9)
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. (8)
99 (d) (2) Stockholders Agreement, dated as of May 4, 2001, among
Acquisition Corp., First Global, Oracle, Ionic, Alexander, and
Guy Naggar. (8)
99 (d) (3) Employment Agreement, dated as of May 8, 2000, between
Specialty Catalog and Joseph Grabowski. (2)
99 (d) (4) Engagement Letter, dated as of February 16, 2001, between
Marlin Holdings, LLC and Specialty Catalog. (3)
99 (d) (5) Form of draft Amendment to Employment Agreement between
Specialty Catalog and Joseph Grabowski. (9)
99 (d) (6) Form of draft Warrant Agreement by and among Acquisition Corp.,
LEG Partners III SBIC, L.P., LEG Partners Debenture SBIC,
L.P., SC Corporation (d\b\a SC Direct), SC Publishing, Inc.,
Royal Advertising & Marketing, Inc., and Daxbourne International
Limited (supercedes Form of draft Warrant Agreement filed as an
exhibit to the Schedule 13E-3 filed by Specialty Catalog on
August 27, 2001). (11)
99 (d) (7) Subscription Agreement between Acquisition Corp. and Guy
Naggar. (9)
99 (d) (8) Subscription Agreement between Acquisition Corp. and
Alexander. (9)
99 (d) (9) Form of Subscription Agreement between Acquisition Corp. and each
of the other Continuing Stockholders. (9)
99 (d) (10) Form of draft Stock Option Exercise Agreement. (9)
99 (d) (11) Form of draft Stock Option Exercise Agreement between Specialty
Catalog and Joseph Grabowski. (9)
99 (d) (12) Form of draft Specialty Catalog 2001 Stock Incentive Plan. (9)
99 (d) (13) Form of standard Option Agreement. (9)
99 (d) (14) Form of draft Option Agreement between Specialty Catalog and
Joseph Grabowski. (9)
99 (d) (15) Rights Agreement, dated as of April 11, 2000, between Specialty
Catalog Corp. and Continental Stock Transfer & Trust Company, as
Rights Agent. (4)
99 (d) (16) Amendment No. 1 to the Rights Agreement, dated as of March 26,
2001, between Specialty Catalog and Continental Stock Transfer &
Trust Company, as Rights Agent. (9)
99 (d) (17) Agreement and Plan of Recapitalization and Merger, dated January
18, 2000, by and among Golub Associates Incorporated, Catalog
Acquisition Corp., and Specialty Catalog. (7)
99 (d) (18) Form of draft Employment Agreement between Specialty
Catalog and Thomas McCain. (9)
99 (d) (19) Amendment No.1 to the Agreement and Plan of Recapitalization and
Merger, dated as of August 31, 2001, between Specialty Catalog
and Acquisition Corp. and, together with the Merger Agreement,
attached as Annex A to the Proxy Statement.(11)
99 (f) Section 262 of the Delaware General Corporation Law, attached as
Annex C to the Proxy Statement. (8)
99 (g) Not applicable
-----------------------
(1) Incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by Specialty Catalog on May 7, 2001.
(2) Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q filed by Specialty Catalog on May 15, 2001.
(3) Incorporated by reference to Exhibit 10.16 to the Annual Report on Form
10-K/A filed by Specialty Catalog on April 30, 2001.
(4) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed by Specialty Catalog on April 11, 2000.
(5) Incorporated by reference to the Annual Report on Form 10-K/A filed by
Specialty Catalog on April 30, 2001.
(6) Incorporated by reference to the Quarterly Report on Form 10-Q filed by
Specialty Catalog on August 10, 2001.
(7) Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Specialty Catalog on January 31, 2000.
(8) Incorporated by reference to the Schedule 13E-3 filed by Specialty Catalog
on May 21, 2001.
(9) Incorporated by reference to the Schedule 13E-3 filed by Specialty
Catalog on July 23, 2001.
(10) Incorporated by reference to the Schedule 13E-3 filed by Specialty Catalog
on August 27, 2001.
(11) Filed herewith.
9