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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
BEST UNIVERSAL LOCK CO.
(Name of the Issuer)
WALTER E. BEST COMPANY, INC.
WEBCO ONE, INC.
WEBCO TWO, INC.
WEBCO THREE, INC.
FRANK E. BEST, INC.
BEST UNIVERSAL LOCK CO.
BEST LOCK CORPORATION
(Name of Person(s) Filing Statement)
Series A Common Stock, no par value
(Title of Class of Securities)
CUSIP 08658110
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(CUSIP Number of Class of Securities)
Mark G. Ahearn, Esq.
General Counsel
Best Lock Corporation
8900 Keystone Crossing
Indianapolis, IN 46240
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
Copies to:
Craig R. Culbertson, Esq.
Jenner & Block
One IBM Plaza
Chicago, IL 60611
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 (1) Amount of Filing Fee (2)
$39,061,514.24 $7,812.30
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[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: $7,812.30 Filing party: Best Universal Lock Co.
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Form or registration no.: Schedule 14C Date filed: December 2, 1997
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Instruction. Eight copies of this statement, including all exhibits,
should be filed with the Commission.
(1) For purposes of calculating the filing fee only. This calculation
assumes the purchase of 58,396 shares of Series A Common Stock at $120.69 in
cash per share, the purchase of 28,073 shares of Series A Common Stock with an
average bid and ask price of $37 per share (as of November 28, 1997) in
exchange for new common stock of the surviving corporation, and the purchase of
300,000 shares of Series B Common Stock, of Best Universal Lock Co. with a book
value of $103.25 per share (as of September 30, 1997) in exchange for new
common stock of the surviving corporation.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11(c)
of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash and the aggregate value of securities
offered for such number of shares.
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INTRODUCTION
This Amendment No. 1 to the Rule 13E-3 Transaction Statement on
Schedule 13E-3 (the "Statement") amends and supplements the Schedule 13E-3 of
Webco One, Inc. ("W1"), Frank E. Best, Inc. ("FEB"), Webco Two, Inc. ("W2"),
Best Universal Lock Company ("BUL"), Webco Three, Inc. ("W3"), Best Lock
Corporation ("BLC"), Walter E. Best Company, Inc. ("Webco") and Mr. Russell C.
Best.
This Statement relates to the mergers (the "Mergers") of W1 with and into
FEB, W2 with and into BUL and W3 with and into BLC. W1, W2 and W3 are wholly
owned subsidiaries of Webco.
This Statement is being filed jointly by Webco, W1, W2, W3, FEB, BUL,
BLC and Russell C. Best. By filing this Schedule 13E-3, none of the joint
signatories concedes that Rule 13e-3 under the Securities Exchange Act of 1934,
as amended, was applicable to the Mergers or the other transactions
contemplated by the Agreement and Plan of Merger, dated as of 1997, by and
among Webco, W1, W2, W3, FEB, BUL and BLC.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Information
Statement of the information required to be included in response to the items
of this Statement. The information in the Information Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference and
the responses to each item in this Statement are qualified in their entirety by
the information contained in the Information Statement and such appendices.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Information Statement.
CROSS REFERENCE SHEET
Item in Schedule 13E-3 Information Statement
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Item 1(a)............. Front Cover Page of the Information Statement;
INTRODUCTION
Item 1(b)............. INTRODUCTION
Item 1(c)............. MARKET PRICES AND DIVIDENDS -- Market Prices
Item 1(d)............. MARKET PRICES AND DIVIDENDS -- Dividends
Item 1(e)............. *
Item 1(f)............. SPECIAL FACTORS -- INTERESTS OF CERTAIN PERSONS -- THE
MERGERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 2(a)-(d)......... INTRODUCTION; ADDITIONAL INFORMATION; CERTAIN
INFORMATION CONCERNING THE COMPANIES; CERTAIN
INFORMATION CONCERNING WEBCO AND THE MERGER SUBS;
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Items 2(e)-(f)........ *
Item 2(g)............. United States
Item 3(a)(1).......... SPECIAL FACTORS -- Interests of Certain Persons in the
Mergers; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Item 3(a) (2), (b).... SPECIAL FACTORS -- Background of the Mergers; - -
Interests of Certain Persons in the Mergers; THE MERGER
AGREEMENT; CERTAIN INFORMATION CONCERNING THE
COMPANIES; CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS; Annex A
Item 4................ INTRODUCTION; SUMMARY; SPECIAL FACTORS -- Certain
Effects of the Mergers; -- Interests of Certain Persons
in the Mergers; SOURCE AND AMOUNT OF FUNDS; THE MERGER
AGREEMENT; Annex A
Item 5................ SPECIAL FACTORS -- Purpose and Structure of the
Mergers; -- Certain Effects of the Mergers; -- Plans
for the Companies After the Mergers; CERTAIN
INFORMATION CONCERNING WEBCO AND THE MERGER SUBS
Item 6(a)-(d)......... SOURCE AND AMOUNT OF FUNDS; FEES AND EXPENSES
Item 7(a)-(c)......... SPECIAL FACTORS -- Background of the Mergers; --
Determinations of the Boards; Fairness of the Mergers;
-- Purpose and Structure of the Mergers; -- Plans for
the Companies After the Mergers
Item 7(d)............. SPECIAL FACTORS -- Purpose and Structure of the
Mergers; -- Certain Effects of the Mergers; -- Plans
for the Companies After the Mergers; -- Interests of
Certain Persons in the Mergers; -- Certain Federal
Income Tax Consequences to Stockholders; -- Accounting
Treatment of the Mergers; STOCKHOLDERS' RIGHTS OF
APPRAISAL; THE MERGER AGREEMENT -- Dissenter's Rights;
CERTAIN INFORMATION CONCERNING WEBCO AND THE MERGER
SUBS; Annex C
Item 8(a)-(e)......... INTRODUCTION; SPECIAL FACTORS -- Background of the
Mergers; -- Financial Advisor; Determination of Fair
Value; Fairness Opinions; -- Determinations of the
Boards; Fairness of the Mergers; -- Purpose and
Structure of the Mergers; -- Interests of Certain
Persons in the Mergers; Annex B
Item 8(f)............. *
Item 9................ INTRODUCTION; AVAILABLE INFORMATION; SPECIAL FACTORS --
Background of the Mergers; -- Financial Advisor;
Determinations of Fair Value; Fairness Opinions; --
Determinations of the Boards; Fairness of the Mergers;
Annex B
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Item 10............... INTRODUCTION; SPECIAL FACTORS -- Interests of Certain
Persons in the Mergers; CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS; SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Item 11............... INTRODUCTION; SPECIAL FACTORS -- Interests of Certain
Persons in the Mergers; THE MERGER AGREEMENT; CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS; Annex A
Item 12............... INTRODUCTION; SPECIAL FACTORS -- Background of the
Mergers; -- Determinations of the Boards; Fairness of
the Mergers
Item 13(a)............ STOCKHOLDERS' RIGHTS AND APPRAISAL; THE MERGER
AGREEMENT -- Dissenter's Rights; Annex C
Item 13(b), (c)....... *
Item 14(a)............ SUMMARY -- Selected Consolidated Financial Data
Item 14(b)............ *
Item 15(a)............ SPECIAL FACTORS -- Purpose and Structure of the
Mergers; -- Plans for the Companies After the Mergers;
-- Interests of Certain Persons in the Mergers; SOURCE
AND AMOUNT OF FUNDS; CERTAIN INFORMATION CONCERNING
WEBCO AND THE MERGER SUBS; FEES AND EXPENSES
Item 15(b)............ *
* Omitted because the answer is negative or the Item is not applicable.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the first page of the
Information Statement and under "INTRODUCTION" in the Information
Statement is incorporated herein by reference.
(b) The information set forth on the cover page of the
Information Statement and under "INTRODUCTION" in the Information
Statement is incorporated herein by reference.
(c) The information set forth under "MARKET PRICES AND
DIVIDENDS--Market Prices" in the Information Statement is
incorporated herein by reference.
(d) The information set forth under "MARKET PRICES AND
DIVIDENDS--Dividends" in the Information Statement is incorporated
herein by reference.
(e) Not applicable.
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(f) The information set forth under "SPECIAL FACTORS -- Interests of
Certain Persons in the Mergers" and "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" in the Information Statement is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is being filed jointly by FEB, BUL and BLC (which
are the issuers of the classes of equity securities that are the
subject of the Rule 13e-3 transaction), Webco, W1, W2 and W3. The
information set forth under "INTRODUCTION," "ADDITIONAL
INFORMATION," "CERTAIN INFORMATION CONCERNING THE COMPANIES,
"CERTAIN INFORMATION CONCERNING WEBCO AND THE MERGER SUBS," and
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" in the Information
Statement is incorporated herein by reference.
(e)-(f) During the last five years, none of FEB, BUL, BLC, Webco, W1,
W2, W3 nor, to the best of their knowledge, any of their directors
and executive officers (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation of such laws.
(g) Mr. Best and Mariea Best are citizens of the United States.
ITEM 3. PAST CONTACTS. TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth under "SPECIAL FACTORS--Interests of
Certain Persons in the Merger," "CERTAIN INFORMATION CONCERNING
THE COMPANIES" and "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS" in the Information Statement is incorporated herein
by reference.
(a)(2),(b)The information set forth under "SPECIAL FACTORS--Background of
the Mergers,"THE MERGER AGREEMENT," in the Information
Statement and Annex A thereto is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth under "SUMMARY," "INTRODUCTION,"
"SPECIAL FACTORS--Certain Effects of the Mergers," "Interests of
Certain Persons in the Mergers," "SOURCE AND AMOUNT OF FUNDS" and
"THE MERGER AGREEMENT" in the Information Statement and Annex A
thereto is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under "SPECIAL FACTORS--Purpose and
Structure of the Mergers," "--Certain Effects of the Mergers,"
"--Plans for the Companies After the Mergers" and "CERTAIN
INFORMATION CONCERNING WEBCO AND THE MERGER SUBS" in the
Information Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(d) The information set forth under "SOURCE AND AMOUNT OF FUNDS" and
"FEES AND EXPENSES" in the Information Statement is incorporated
herein by reference.
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ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth under "SPECIAL FACTORS--Background of
the Mergers," "--Determination of the Boards; Fairness of the
Mergers," "--Purpose and Structure of the Mergers" and "--Plans for
the Companies After the Mergers" in the Information Statement is
incorporated herein by reference.
(d) The information set forth under "SPECIAL FACTORS--Purpose
and Structure of the Mergers," "--Certain Effects of the Mergers",
"--Plans for the Companies After the Mergers," "--Interests of
Certain Persons in the Mergers," "--Certain Federal Income Tax
Consequences to Stockholders", "--Accounting Treatment of the
Mergers," "STOCKHOLDERS' RIGHTS OF APPRAISAL," "THE MERGER
AGREEMENT--Dissenter's Rights" and "CERTAIN INFORMATION CONCERNING
WEBCO AND THE MERGER SUBS" in the Information Statement and Annex C
attached thereto is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS--Financial Advisor; Determination of Fair Value; Fairness
of the Mergers," "--Interests of Certain Persons in the Mergers,"
"--Background of the Mergers," "--Purpose and Structure of the
Mergers" and "--Determinations of the Boards; Fairness of the
Mergers" in the Information Statement and Annex B thereto is
incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under "INTRODUCTION," "AVAILABLE
INFORMATION," "SPECIAL FACTORS--Background of the Mergers," "--
Financial Advisor; Determinations of Fair Value; Fairness Opinions"
and "--Determinations of the Boards; Fairness of the Mergers" in the
Information Statement and Annex B thereto is incorporated herein by
reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS--Interests of Certain Persons in the Mergers," "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS" and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Information
Statement is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth under "INTRODUCTION," "SPECIAL
FACTORS--Interests of Certain Persons in the Mergers," "THE MERGER
AGREEMENT" and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" in
the Information Statement and Annex A thereto is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS--Background of the Mergers" and "--Determinations of the
Boards; Fairness of the Mergers" set forth in the Information
Statement is incorporated herein by reference.
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(b) None of the Boards have made any recommendation with
respect to the transaction referred to herein.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under "STOCKHOLDERS' RIGHTS OF
APPRAISAL" and "THE MERGER AGREEMENT--Dissenter's Rights" in the
Information Statement and Annex C thereto is incorporated herein by
reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under "SUMMARY--Selected Financial Data"
in the Information Statement and the information set forth on pages
F-1 through F-35 of the Information Statement are incorporated
herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth under "SPECIAL FACTORS--Purpose
and Structure of the Mergers," "--Plans for the Companies After the
Mergers," "--Interests of Certain Persons in the Mergers," "SOURCE
AND AMOUNT OF FUNDS," "CERTAIN INFORMATION CONCERNING WEBCO AND THE
MERGER SUBS" and "FEES AND EXPENSES" in the Information Statement
is incorporated herein by reference.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information contained in the Information Statement is
incorporated by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
* (a) Loan Agreement between Best Lock Corporation,
LaSalle National Bank and the other parties who are signataries
thereto dated as of ______________________________, 1997.
(b)(1) Fairness opinion of Piper Jaffray Inc. dated December 1, 1997
is incorporated by reference from Appendix B to the Information
Statement filed as Exhibit (d) hereto.
*(b)(2) Board presentation of Piper Jaffray, Inc. dated August 12, 1997.
*(b)(3) Board presentation of Piper Jaffray, Inc. dated August 26, 1997.
*(b)(4) Board presentation of Piper Jaffray, Inc. dated December 1, 1997.
*(b)(5) Back-up material for Board presentation of Piper Jaffray, Inc.
dated December 1, 1997.
(c) Amended and Restated Agreement and Plan of Merger, dated as of
December 1, 1997, by and among FEB, BUL BLC, W1, W2, W3 and Webco is
incorporated by reference from Appendix A to the Information
Statement filed as Exhibit (d) hereto.
(d)(1) Information Statement on Schedule 14C, Notice of Action
Taken Without Meeting and Notice of Appraisal Rights.
(d)(2) Press Release dated December 5,1997.
(e) Full text of Section 262 of the Delaware General
Corporation Law is incorporated by reference from Appendix C to the
Information Statement filed as Exhibit (d) hereto.
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(f) Not applicable.
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* To be filed by amendment
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: January 13, 1998
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WALTER E. BEST COMPANY, INC.
WEBCO ONE, INC.
WEBCO TWO, INC.
WEBCO THREE, INC.
FRANK E. BEST, INC.
BEST UNIVERSAL LOCK COMPANY
BEST LOCK CORPORATION
By: /s/ Russell C. Best
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Name: Russell C. Best
Title: President
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: January 13, 1998 RUSSELL C. BEST
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By: /s/ Russell C. Best
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Name: Russell C. Best
Title: President
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EXHIBIT INDEX
Exhibit No. Page No.
*(a) Loan Agreement between Best Lock Corporation, LaSalle
National Bank and the other parties who are signataries thereto,
dated as of , 1997.
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(b)(1) Fairness opinion of Piper Jaffray Inc. dated
December 1, 1997 are incorporated by reference from
Appendix B to the Information Statement filed as
Exhibit (d) hereto.
*(b)(2) Board presentation of Piper Jaffray, Inc. dated August 12, 1997.
*(b)(3) Board presentation of Piper Jaffray, Inc. dated August 26, 1997.
*(b)(4) Board presentation of Piper Jaffray, Inc. dated December 1, 1997.
*(b)(5) Back-up material for Board presentation of Piper Jaffray, Inc.
dated December 1, 1997.
(c) Amended and Restated Agreement and Plan of Merger, dated as of
December 1, 1997, by and among FEB, BUL BLC, W1, W2, W3 and Webco
is incorporated by reference from Appendix A to the
Information Statement filed as Exhibit (d) hereto.
(d)(1) Information Statement on Schedule 14C, Notice of Action
Taken Without Meeting and Notice of Appraisal Rights.
(d)(2) Press Release dated December 5, 1997.
(e) Full text of Section 262 of the Delaware General
Corporation Law is incorporated by reference from
Appendix C to the Preliminary Proxy Statement filed as
Exhibit (d)(3) hereto.
(f) Not applicable.
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* To be filed by amendment.