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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT AND RULE 13E-3 THEREUNDER
CASCO INTERNATIONAL, INC.
(Name of Issuer)
CASCO INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
147399109
(CUSIP Number of Class of Securities)
CHARLES R. DAVIS
CASCO INTERNATIONAL, INC.
13900 CONLAN CIRCLE, SUITE 150
CHARLOTTE, NC 28277
(704) 752-0119
WITH COPIES TO:
PHILIP M. SHASTEEN, ESQ.
JOHNSON, BLAKELY, POPE, BOKOR,
RUPPEL & BURNS, P.A.
100 NORTH TAMPA STREET, SUITE 1800
TAMPA, FL 33602
(813) 225-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
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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 ("the Act").
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
Transaction Value* Amount of Filing Fee
- ------------------ --------------------
$2,097,172 ..................................... $420
*For purposes of calculating the fee only. Assumes purchase of 953,320 shares,
par value $.01 per share, of Casco International, Inc. at $2.10 per share plus
payment of the excess, if any, of $2.10 per share and the exercise price of
currently outstanding options to purchase Casco International, Inc. common
stock.
[X] Check the box if any part of the fee is offset as provided by
ss.0.0-11(a)(2) and identify the filing with which the offsetting fee was
previously 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: $420
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Casco International, Inc.
Date Filed: June 29, 2001
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Statement") is being filed
in connection with the concurrent filing by Casco International, Inc. ("Casco"
or the "Company") with the Securities and Exchange Commission (the "Commission")
of a Preliminary Proxy Statement on Schedule 14A (as amended, the "Proxy
Statement") in connection with a special meeting of the stockholders of Casco.
At such meeting, the stockholders of Casco will vote upon, among other things,
the adoption of an Agreement and Plan of Merger dated as of May 8, 2001 (the
"Merger Agreement") by and among Casco, Davis Holdings of North Carolina, Inc.,
and Davis Acquisition of North Carolina, Inc., pursuant to which Davis
Acquisition of North Carolina, Inc., a wholly-owned subsidiary of Davis Holdings
of North Carolina, Inc., will be merged with and into Casco.
A copy of the Merger Agreement is attached as Appendix A to the
Proxy Statement. All references in this Schedule 13E-3 to Items 1001 through
1016 are references to Items contained in Regulation M-A under the Exchange Act.
The information in the Proxy Statement, including all Appendices
thereto, is expressly incorporated by reference into this Schedule 13E-3 in its
entirety, and the responses to each Item are qualified in their entirety by the
provisions of the Proxy Statement. The Proxy Statement is in preliminary form
and is subject to completion or amendment. Capitalized terms used but not
defined in this statement shall have the meanings given to them in the Proxy
Statement.
The filing of this Statement shall not be construed as an admission by
Casco or by Davis Holdings of North Carolina, Inc., Davis Acquisition of North
Carolina, Inc. or their affiliates, that Casco is "controlled" by any of them or
any of their affiliates or that any of them or their affiliates is an
"affiliate" of Casco within the meaning of Rule 13E-3 under Section 13(e) of the
Exchange Act.
Item 1. Summary Term Sheet.
ITEM 1001
The information contained in the section of the Proxy
Statement entitled "SUMMARY" is incorporated herein by
reference.
Item 2. Subject Company Information.
ITEM 1002
(a) Casco International, Inc.
13900 Conlan Circle, Suite 150
Charlotte, NC 28277
(704)752-0119
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(b) Common stock, $0.01 par value, 1,774,186 shares
issued and outstanding as of June 27, 2001.
(c)-(d) The information contained in the section of the
Proxy Statement entitled "MARKET PRICES OF COMMON
STOCK AND DIVIDENDS" is incorporated herein by
reference.
(e) Not applicable.
(f) The information contained in the section of the
Proxy Statement entitled "RECENT STOCK PURCHASES"
is incorporated by reference.
Item 3. Identity and Background of Filing Person.
ITEM 1003
(a), (b), Casco International, Inc.
(c) 13900 Conlan Circle, Suite 150
Charlotte, NC 28277
(704) 752-0119
Neither the Filing Person nor the respective
officers, directors, or persons controlling the
Filing Person have, during the past five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been
a party to any judicial or administrative
proceeding (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.
Item 4. Terms of the Transaction.
ITEM 1004
(a)(1) Not applicable.
(a)(2) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - What am I being asked to vote
upon?
SUMMARY - What will happen in the merger?
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SUMMARY - What will happen to my warrants?
SUMMARY - What will happen to my stock
options?
SUMMARY - Why is the board of directors
recommending that I vote in favor of the
merger agreement?
SUMMARY - What vote is required to adopt and
approve the merger agreement?
SUMMARY - What are the consequences of the
merger to present members of management and
the board of directors?
SUMMARY - What are the U.S. federal income
tax consequences of the merger?
SPECIAL FACTORS.
GENERAL INFORMATION ABOUT THE SPECIAL
MEETING - Record Date and Voting
Information.
EFFECTS OF THE MERGER.
MERGER CONSIDERATION TO BE RECEIVED BY THE
CONTINUING STOCKHOLDERS.
ANTICIPATED ACCOUNTING TREATMENT OF MERGER.
THE MERGER AGREEMENT- Conversion of Common
Stock.
CONTINUING EQUITY INTERESTS OF THE
CONTINUING STOCKHOLDERS.
FEDERAL INCOME TAX CONSIDERATIONS.
(c) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - What will happen in the merger?
SUMMARY - What are the consequences of the
merger to present members of management and
the board of directors?
EFFECTS OF THE MERGER.
THE MERGER AGREEMENT - Conversion of Common
Stock.
(d) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - What rights do I have if I oppose
the merger?
GENERAL INFORMATION ABOUT THE SPECIAL
MEETING - Appraisal Rights.
APPRAISAL RIGHTS.
Appendix B to the Proxy Statement.
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(e) No provision has been made by any Filing Person in
connection with the transaction to grant
unaffiliated security holders access to the
corporate files of the Filing Person or to obtain
counsel or appraisal services at the expense of the
Filing Person.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
ITEM 1005
(a) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
INTERESTS OF THE CONTINUING STOCKHOLDERS IN
THE MERGER.
SUMMARY - What will happen in the merger?
THE MERGER AGREEMENT - Conversion of Common
Stock.
(b),(c) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - Who are the parties to the merger
agreement?
SPECIAL FACTORS - Background of the Merger.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
(e) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - What will happen in the merger?
VOTING AGREEMENT AND PROXY.
THE MERGER AGREEMENT.
Exhibit A to the Proxy Statement.
Item 6. Purpose of the Transaction and Plans or Proposals.
ITEM 1006
(b), The information contained in the following sections
(c)(1)- of the Proxy Statement is incorporated herein by
(c)(8) reference:
SUMMARY - Who are the parties to the merger
agreement?
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SPECIAL FACTORS - Background of the Merger.
EFFECTS OF THE MERGER.
EXECUTIVE OFFICERS AND DIRECTORS OF THE
SURVIVING CORPORATION.
MERGER FINANCING.
THE MERGER AGREEMENT.
Exhibit A to the Proxy Statement.
Item 7. Purposes, Alternatives, Reasons and Effects.
ITEM 1013
(a)-(c) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - Why is the board of directors
recommending that I vote in favor of the
merger?
SUMMARY - Did the special committee receive
any firm offers from others to acquire Casco
at prices higher than $2.10 per share?
SPECIAL FACTORS - Background of the Merger.
SPECIAL FACTORS - Determinations and
Recommendations of the Special Committee and
the Casco Board of Directors; Fairness of
the Merger.
SPECIAL FACTORS - Reasons for the Special
Committee's and the Board's Recommendations.
SPECIAL FACTORS - Purpose and Reasons of the
Continuing Stockholders for the Merger.
PURPOSE AND REASONS OF THE DAVIS GROUP AND
OTHER MEMBERS OF THE MANAGEMENT GROUP FOR
THE MERGER.
PURPOSE AND REASONS OF THE STOCKHOLDER GROUP
FOR THE MERGER.
PURPOSE AND REASONS OF CASCO FOR THE MERGER
AND STRUCTURE OF THE MERGER.
(d) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - What will happen in the merger?
SUMMARY - What will happen to my warrants?
SUMMARY - What will happen to my stock
options?
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SUMMARY - What are the consequences of the
merger to present members of management and
the board of directors?
SUMMARY - What will happen to the market for
Casco's common stock and warrants after the
merger?
SUMMARY - What are the U.S. federal income
tax consequences of the merger?
SUMMARY - What rights do I have if I oppose
the proposed merger?
EFFECTS OF THE MERGER.
FEDERAL INCOME TAX CONSIDERATIONS.
APPRAISAL RIGHTS.
THE MERGER AGREEMENT - Conversion of Common
Stock.
THE MERGER AGREEMENT - Treatment of Stock
Options.
THE MERGER AGREEMENT - Payment for Shares.
Item 8. Fairness of the Transaction.
ITEM 1014
(a)-(e) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - Has the board of directors
recommended the merger?
SUMMARY - Why is the board of directors
recommending that I vote in favor of the
merger agreement?
SUMMARY - Why was the special committee
formed?
SUMMARY - Who can vote on the merger
agreement?
SUMMARY - What vote is required to adopt and
approve the merger agreement?
SPECIAL FACTORS.
GENERAL INFORMATION ABOUT THE SPECIAL
MEETING - Record Date and Voting
Information.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
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ITEM 1015
(a)-(c) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
SUMMARY - Why was the special committee
formed?
SUMMARY - How was the amount of the merger
price determined?
SPECIAL FACTOR - Background of the Merger.
SPECIAL FACTORS - Summary of the Financial
Advisor's Fairness Analysis.
Exhibit C to the Proxy Statement.
Item 10. Source and Amounts of Funds or Other Considerations.
ITEM 1007
(a), (b)
and (d) The information contained in the section of the
Proxy Statement entitled "MERGER FINANCING" is
incorporated herein by reference. There are no
alternative financing plans if the financing
by Branch Banking & Trust Co. falls through.
(c) The information contained in the section of the
Proxy Statement entitled "ESTIMATED FEES AND
EXPENSES OF THE MERGER" is incorporated herein by
reference.
Item 11. Interest in Securities of the Subject Company.
ITEM 1008
(a) The information contained in the section of the
Proxy Statement entitled "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.
(b) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
RECENT STOCK PURCHASES - Recent Transactions
THE MERGER - Conversion of Securities
Item 12. The Solicitation or Recommendation.
ITEM 1012
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(d), (e) The information contained in the following
sections of the Proxy Statement entitled "MERGER
FINANCING" is incorporated herein by reference.
SUMMARY - Has the board of directors
recommended the merger?
SUMMARY - What vote is required to adopt and
approve the merger agreement?
SUMMARY - Why is the board of directors
recommending that I vote in favor of the
merger agreement?
SPECIAL FACTORS - Determinations and
Recommendations of the Special Committee and
the Casco Board of Directors; Fairness of
the Merger.
GENERAL INFORMATION ABOUT THE SPECIAL
MEETING -- Record Date and Voting
Information.
PURPOSE AND REASONS OF THE DAVIS GROUP AND
OTHER MEMBERS OF THE MANAGEMENT GROUP FOR
THE MERGER.
POSITION OF THE MANAGEMENT GROUP AS TO THE
FAIRNESS OF THE MERGER.
PURPOSE AND REASONS OF THE STOCKHOLDER GROUP
FOR THE MERGER.
PURPOSE AND REASONS OF CASCO FOR THE MERGER
AND STRUCTURE OF THE MERGER.
VOTING AGREEMENT AND PROXY.
Item 13. Financial Statements.
ITEM 1010
(a) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.
SELECTED FINANCIAL DATA.
MARKET PRICES OF COMMON STOCK AND DIVIDENDS.
(b) Not applicable.
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Item 14. Persons/Assets, Retained, employed, Compensated or Used.
ITEM 1009
(a)-(b) The information contained in the following sections
of the Proxy Statement is incorporated herein by
reference:
ESTIMATED FEES AND EXPENSES OF THE MERGER.
GENERAL INFORMATION ABOUT THE SPECIAL
MEETING - Expenses of Proxy Solicitation.
Item 15. Additional Information.
ITEM 1011
(b) The information contained in the Proxy Statement,
including all appendices attached thereto, is
incorporated herein by reference.
Item 16. Exhibits.
(a) Preliminary form of the Proxy Statement filed with
the Securities and Exchange Commission on June 29,
2001.
(b)(1) Branch Banking & Trust Co. Commitment Letter dated
February 6, 2001.
(b)(2) Branch Banking & Trust Co. Amendment to Commitment
Letter dated February 6, 2001.
(c)(1) Opinion of Ambient Advisors, LLC, attached as
Appendix C to the Proxy Statement.
(c)(2) Analytic Information Regarding Buyout Proposal,
prepared by Ambient Advisors, LLC.
(d)(1) Agreement and Plan of Merger dated May 8, 2001, by
and among Casco International, Inc., a Delaware
corporation; Davis Holdings of North Carolina,
Inc., a North Carolina corporation; and Davis
Acquisition of North Carolina, Inc., a North
Carolina corporation, attached as Appendix A to the
Proxy Statement.
(d)(2) Contribution Agreement dated May 20, 2001
incorporated by reference to Exhibit 2 to Amendment
No. 1 to the Schedule 13D of S. Robert Davis,
Charles R. Davis, R.L. Renck & Co., Inc., Richard
Fentin, Dr. John Graver, Randall J. Asmo, Jeffrey
A. Ross, Dan Splawn, Melissa Davis, Media Source,
Inc. filed with the SEC on June 19, 2001.
(f) Section 262 of the Delaware General Corporation
Law, attached as Appendix B to the Proxy Statement.
(g) None.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: June 29, 2001
CASCO INTERNATIONAL, INC.
By:/s/ Charles R. Davis
----------------------------------------
Name: Charles R. Davis
Title: President
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EXHIBIT INDEX
EXHIBIT NUMBER
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(a) Preliminary form of the Proxy Statement filed with the
Securities and Exchange Commission on June 29, 2001.
(b)(1) Branch Banking & Trust Co. Commitment Letter dated February 6,
2001.
(b)(2) Branch Banking & Trust Co. Amendment to Commitment Letter
dated February 6, 2001.
(c)(1) Opinion of Ambient Advisors, LLC, attached as Appendix C to
the Proxy Statement.
(c)(2) Analytic Information Regarding Buyout Proposal, prepared by
Ambient Advisors, LLC.
(d)(1) Agreement and Plan of Merger dated May 8, 2001, by and among
Casco International, Inc., a Delaware corporation; Davis
Holdings of North Carolina, Inc., a North Carolina
corporation; and Davis Acquisition of North Carolina, Inc., a
North Carolina corporation, attached as Appendix A to the
Proxy Statement.
(d)(2) Contribution Agreement dated May 20, 2001 incorporated by
reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D
of S. Robert Davis, Charles R. Davis, R.L. Renck & Co., Inc.,
Richard Fentin, Dr. John Graver, Randall J. Asmo, Jeffrey A.
Ross, Dan Splawn, Melissa Davis, Media Source, Inc. filed with
the SEC on June 19, 2001.
(f) Section 262 of the Delaware General Corporation Law, attached
as Appendix B to the Proxy Statement.
(g) None.