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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FINAL AMENDMENT
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CASCO INTERNATIONAL, INC.
(Name of Issuer)
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CASCO INTERNATIONAL, INC.
S. ROBERT DAVIS
CHARLES R. DAVIS
AMERICAN HOME BUILDING CORPORATION
DAVIS HOLDINGS OF NORTH CAROLINA, INC.
DAVIS ACQUISITION OF NORTH CAROLINA, INC.
JEFFREY A. ROSS
DANIEL A. SPLAWN
RANDALL J. ASMO
R. L. RENCK & CO., INC.
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $0.01 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
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
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
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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.
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: [ ]
CALCULATION OF FILING FEE
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Transaction Value Amount of Filing Fee
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$2,147,397 $430
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* 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 box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offering 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: $430
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Casco International, Inc.
Date Filed: June 29, 2001
Casco International, Inc., a Delaware corporation ("Casco" or the
"Company"), S. Robert Davis, Chairman of the Board and stockholder of Casco,
Charles R. Davis, President, Director and stockholder of Casco, Jeffrey A. Ross,
Chief Financial Officer, Secretary, Director and stockholder of Casco, Daniel A.
Splawn, Vice President of Operations and stockholder of Casco, Randall J.
Asmo, Director and stockholder of Casco, and the following entities, American
Home Building Corporation, an Ohio corporation ("American") Davis Holdings of
North Carolina, Inc., a North Carolina corporation, ("Davis Holdings") Davis
Acquisition of North Carolina, Inc., a North Carolina corporation ("Davis
Acquisitions") and R. L. Renck & Co., Inc., an Illinois corporation ("Renck"),
hereby submit this final amendment to their Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Statement"). This Statement relates to an Agreement and
Plan of Merger dated as of May 8, 2001, as amended, (the "Merger Agreement")
pursuant to which Davis Acquisition, a company wholly-owned by Davis Holdings,
merged with and into Casco (the "Merger") with the Company as the surviving
entity. This final amendment to this Statement reports the consummation of the
transactions contemplated by the Merger Agreement following approval thereof by
the stockholders of the Company at a special meeting of such stockholders held
on December 28, 2001. The "Effective Time" of the Merger was the date and time
when a certificate of merger was filed with the Secretary of State of the State
of Delaware and articles of merger (together with the certificate of merger,
"Articles of Merger") were filed with the Secretary of State of the State of
North Carolina, which occurred on December 28, 2001.
Prior to this Merger, American, S. Robert Davis, Charles R. Davis,
Randall J. Asmo, Daniel A. Splawn, Jeffrey A. Ross, and Renck contributed all
their shares of Casco common stock to Davis Holdings in exchange for shares of
capital stock of Davis Holdings. Prior to this Merger, Melissa Davis, S. Robert
Davis's wife, Dr. John Graver, and Richard B. Fentin (collectively, the
"Stockholder Group") also contributed all of their shares of Casco common stock
to Davis Holdings in exchange for shares of capital stock of Davis Holdings.
Upon completion of the Merger, each issued and outstanding share of Casco common
stock not owned by Davis Holdings became entitled to receive $2.10 per share in
cash, without interest. Davis Holdings is not be entitled to receive the $2.10
per share merger consideration.
Davis Holdings is now the sole stockholder of Casco as the surviving
corporation. Stockholders of Casco prior to the Merger, other than Davis
Holdings, will not participate in any future earnings and growth of Casco after
the Merger. American, together with Charles and Robert Davis, R.L. Renck & Co.,
Inc. and Messrs. Asmo, Splawn and Ross (collectively, the "Davis Group") and the
Stockholder Group (the Davis Group and the Stockholder Group are collectively
referred to as the "Continuing Stockholders") now own all of the equity in Davis
Holdings. Each Casco warrant to purchase Casco common stock outstanding
immediately prior to the Merger entitles the holder, upon exercise of a warrant,
to receive, in lieu of a share of common stock of Casco, $2.10 per share in
cash. Each vested and unvested option to purchase Casco common stock outstanding
immediately prior to the Merger has been cancelled and Casco will pay option
holders an amount determined by multiplying the excess, if any, of $2.10 per
share over the exercise price per share of such options.
On or about December 5, 2001 Casco provided its stockholders with a
Proxy Statement (the "Proxy"). On December 28, 2001, Casco held a special
meeting of stockholders and the stockholders approved the Merger.
This Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The definitive Proxy Statement was filed by the Company with the
Securities and Exchange Commission (the "Commission") on December 3, 2001. Terms
used but not defined herein shall have the meanings set forth in the Proxy
Statement.
On January 2, 2002, the Company filed a Certification and Notice of
Termination of Registration on Form 15 with the Securities and Exchange
Commission in order to terminate the registration of the Company's Common Stock
and warrants to purchase Casco Common Stock under Section 12(g) of the Exchange
Act, in accordance with Rule 12g-4. As of such date, the Company's duty under
the Exchange Act to file information, documents and reports under Section 13 of
the Exchange Act with respect to its common stock and warrants was suspended.
In addition, the Company instructed the Nasdaq to cease listing quotations
for the Company's common stock and warrants as of close of business on December
28, 2001.
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.
CASCO INTERNATIONAL, INC.
on behalf of itself and Davis Acquisition of
North Carolina, Inc.
By: /s/ Charles R. Davis
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CHARLES R. DAVIS
President
/s/ Charles R. Davis
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CHARLES R. DAVIS
/s/ S. Robert Davis
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S. ROBERT DAVIS
AMERICAN HOME BUILDING CORPORATION
By: /s/ Charles R. Davis
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CHARLES R. DAVIS
Senior Vice President and Treasurer
DAVIS HOLDINGS OF NORTH CAROLINA, INC.
By: /s/ Charles R. Davis
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CHARLES R. DAVIS
President
/s/ Jeffrey A. Ross
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JEFFREY A. ROSS
/s/ Daniel A. Splawn
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DANIEL A. SPLAWN
/s/ Randall J. Asmo
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RANDALL J. ASMO
R.L. RENCK & CO., INC.
By: /s/ Robert L. Renck, Jr.
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ROBERT L. RENCK, JR.
President, Treasurer and Chief Executive Officer
Date: January 4, 2002
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