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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 2)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and
Rule 13e-3 (ss.240.13e-3 thereunder))
THE ARNOLD PALMER GOLF COMPANY
(Name of Issuer)
THE ARNOLD PALMER GOLF COMPANY
APGC HOLDINGS COMPANY, LLC
APGC ACQUISITION CORP.
JOHN T. LUPTON
THOMAS CARTTER LUPTON TRUST FBO JOHN T. LUPTON AND ISSUE
ARNOLD D. PALMER
(Name of Persons Filing Statement)
Common Stock, $0.50 Par Value
(Title of Class of Securities)
696765 10 06
(CUSIP Number of Class of Securities)
Hugh F. Sharber, Esq.
Miller & Martin LLP
832 Georgia Avenue
Suite 1000
Chattanooga, TN 37402
Telephone No. (423) 756-6600
Fax No. (423) 785-8480
(Name, Address, and Telephone and Fax Number of Person Authorized
to Receive Notices and Communications on Behalf of Person Filing Statement)
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This statement is filed in connection with (check the appropriate box):
[X] a. 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
Ace of 1993.
[ ] 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]
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Calculation of Filing Fee
Transaction Valuation (1): $2,795,979.60
Amount of Filing Fee (1): $559.20
(1) Estimated solely for purposes of calculating the filing fee pursuant to
Rule 0-11 under the Securities Exchange Act of 1934, as amended (the
"Act"). The transaction applies to an aggregate of 2,329,983 shares of
common stock, $0.50 par value (the "Common Stock"), of The Arnold
Palmer Golf Company, calculated as follows: 3,927,700 shares of Common
Stock issued and outstanding less 1,597,717 shares of Common Stock then
owned by APGC Holdings Company, LLC ("Parent") or any affiliate of
Parent. The proposed maximum aggregate value of the transaction is
$2,795,979.60 calculated as follows: the product of (a) 2,329,963
shares of Common Stock and (b) $1.20. In accordance with Rule 0-11
under the Act, the filing fee is determined by multiplying the
transaction valuation by one-fiftieth of one percent.
[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: $559.20
Filing Party: The Arnold Palmer Golf Company
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Date Filed: June 17, 1999
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INTRODUCTION
This Rule 13E-3 Transaction Statement is being filed by The
Arnold Palmer Golf Company (the "Company"), a Tennessee corporation, APGC
Holdings Company, LLC (the "Parent"), a Delaware limited liability company, APGC
Acquisition Corp. ("Merger Sub"), a Tennessee corporation, and John T. Lupton,
the Thomas Cartter Lupton Trust FBO John T. Lupton and Issue (the "Lupton
Trust") and Arnold D. Palmer, affiliates of the Company, in connection with the
proposed merger (the "Merger") of Merger Sub with and into the Company, pursuant
to an Agreement and Plan of Merger, dated as of June 3, 1999, among the Company,
the Parent and the Merger Sub.
The cross reference sheet below is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Company's
preliminary proxy statement (the "Proxy Statement") simultaneously being filed
with the Securities and Exchange Commission (the "SEC") in connection with the
Merger, which contains information required to be included in response to items
in this Statement. A copy of the Proxy Statement is attached hereto as Exhibit
A. The information in the Proxy Statement, including all exhibits thereto, is
hereby expressly incorporated herein by reference and the responses to each of
the Items herein are qualified in their entirety by the provisions of the Proxy
Statement. All information in, or incorporated by reference in, the Proxy
Statement or this Statement concerning the Company or its advisors, or actions
or events with respect to any of them was provided by the Company, and all
information in, or incorporated by reference in, the Proxy Statement or this
Statement concerning the Parent, Merger Sub or its affiliates, or actions or
events with respect to them, was provided by the Parent. The Proxy Statement
incorporated by reference in this filing is in preliminary form and is subject
to completion or amendment. Capitalized terms used but not defined in this
statement shall have the respective meanings given in the Proxy Statement.
CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
Item 1(a) Cover Page
Item 1(b) Cover Page; PRICE RANGE OF COMMON
STOCK AND DIVIDENDS; VOTING
SECURITIES AND PRINCIPAL HOLDERS
THEREOF
Item 1(c) PRICE RANGE OF COMMON STOCK AND
DIVIDENDS
Item 1(d) PRICE RANGE OF COMMON STOCK AND
DIVIDENDS
Item 1(e) Not Applicable
Item 1(f) Not Applicable
Item 2(a)-(d), (g) THE AGREEMENT - The Parties; CERTAIN
INFORMATION REGARDING THE COMPANY,
PARENT AND MERGER SUB
Item 2 (e)-(f) Not Applicable
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Item 3(a)(1) SPECIAL FACTORS -
Background of the Merger
Item 3(a)(2)-(b) SPECIAL FACTORS -
Background of the Merger
Item 4(a)-(b) THE AGREEMENT; SPECIAL FACTORS -
Interests of Certain Shareholders
and Directors in the Merger
Item 5(a)-(f) SPECIAL FACTORS - Plans for the
Company After the Merger
Item 5(g) Not Applicable.
Item 6(a)-(b) SPECIAL FACTORS - Source
of Funds for the Merger
Item 6(c)-(d) Not Applicable
Item 7(a)-(c) SPECIAL FACTORS - Background of the
Merger; SPECIAL FACTORS - Purpose
and Structure of the Merger; SPECIAL
FACTORS - Reasons for the Merger and
Recommendation of the Board of
Directors
Item 7(d) SPECIAL FACTORS - Background of the
Merger; SPECIAL FACTORS - Purpose
and Structure of the Merger; SPECIAL
FACTORS - Plans for the Company
After the Merger; SPECIAL FACTORS -
Interests of Certain Shareholders
and Directors in the Merger; SPECIAL
FACTORS - Federal Income Tax
Consequences
Item 8(a)-(b) SPECIAL FACTORS - Reasons for the
Merger and Recommendation of the
Board of Directors; SPECIAL FACTORS
- Opinion of Financial Advisor;
SPECIAL FACTORS - Position of Parent,
Merger Sub, John T. Lupton, the Lupton
Trust and Arnold D. Palmer as to Fairness
of the Merger
Item 8(c) SPECIAL FACTORS - Approval of the
Agreement; SPECIAL FACTORS - Reasons
for the Merger and Recommendation of
the Board of Directors
Item 8(d)-(e) SPECIAL FACTORS - Approval of the
Agreement; SPECIAL FACTORS - Background
of the Merger; SPECIAL FACTORS - Reasons
for the Merger and Recommendation of the
Board of Directors; SPECIAL FACTORS
- Opinion of Financial Advisor
Item 8(f) SPECIAL FACTORS -
Background of the Merger
Item 9(a)-(c) SPECIAL FACTORS - Background of the
Merger; SPECIAL FACTORS - Reasons
for the Merger and Recommendation
of the Board of Directors - SPECIAL
FACTORS - Opinion of Financial
Advisor
Item 10(a) VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF
Item 10(b) Not Applicable
Item 11 SUMMARY INFORMATION - Shareholder
Approval; SPECIAL FACTORS -
Interests of Certain Shareholders
and Directors in the Merger
Item 12(a) SPECIAL FACTORS - Position of Parent,
Merger Sub, John T. Lupton, the Lupton
Trust and Arnold D. Palmer as to Fairness
of the Merger; SPECIAL FACTORS - Interests
of Certain Shareholders and
Directors in the Merger
Item 12(b) SPECIAL FACTORS - Position of Parent,
Merger Sub, John T. Lupton, the Lupton
Trust and Arnold D. Palmer as to Fairness
of the Merger; SPECIAL FACTORS - Reasons
for the Merger and Recommendation of
the Board of Directors; SPECIAL FACTORS -
Interests of Certain Shareholders and
Directors in the Merger
Item 13(a) SPECIAL FACTORS - Appraisal Rights
of Dissenting Shareholders
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Item 13(b) Not Applicable
Item 13(c) Not Applicable
Item 14(a) INDEX TO FINANCIAL INFORMATION
Item 14(b) Not Applicable
Item 15(a) SPECIAL FACTORS - Plans for the
Company After the Merger;
SPECIAL FACTORS - Source of Funds
for the Merger; SOLICITATION
OF PROXIES
Item 15(b) Not Applicable
Item 16 The information set forth in the
Proxy Statement is incorporated
herein by reference
Item 17(a) Not Applicable
Item 17(b) Opinion of Scott & Stringfellow,
Inc. dated May 27, 1999
(incorporated by reference to
Attachment II to the Proxy Statement
attached hereto as Exhibit A)
Item 17(c) Agreement and Plan of Merger, dated
as of June 3, 1999 between the
Company, the Parent and the Merger
Sub (incorporated by reference to
Attachment I to the Proxy Statement
attached hereto as Exhibit A)
Item 17(d) Preliminary copy of the Letter to
Shareholders, Notice of Special
Meeting of Shareholders, Proxy
Statement and form of proxy for
Special Meeting of Shareholders
(attached hereto as Exhibit A)
Item 17(e) Statement of appraisal rights
(Section 48-23-101 et seq. of the
Tennessee Business Corporation Act)
(incorporated by reference to
Attachment III to the Proxy
Statement attached hereto as Exhibit
A)
Item 17(f) Not Applicable
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ITEM 1. ISSUER OF CLASS OF SECURITY TO THE TRANSACTION.
Item 1(a) The information set forth on the
Cover Page of the Proxy Statement is
incorporated herein by reference.
Item 1(b) The information set forth on the
Cover Page; "PRICE RANGE OF COMMON
STOCK AND DIVIDENDS"; and "VOTING
SECURITIES AND PRINCIPAL HOLDERS
THEREOF" in the Proxy Statement is
incorporated herein by reference.
Item 1(c) The information set forth in "PRICE
RANGE OF COMMON STOCK AND DIVIDENDS"
in the Proxy Statement is
incorporated herein by reference.
Item 1(d) The information set forth in "PRICE
RANGE OF COMMON STOCK AND DIVIDENDS"
in the Proxy Statement is
incorporated herein by reference.
Item 1(e) Not applicable because neither the
Company nor any of the affiliates
filing this statement has made an
underwritten public offering of
securities during the past three
years which was registered under
the Securities Act of 1933 or
exempt from registration thereunder
pursuant to Regulation A.
Item 1(f) Not applicable because neither the
Company nor any of the affiliates
filing this statement has purchased
the class of equity securities
which is the subject of this
transaction since the commencement
of the Company's second full fiscal
year preceding the date of this
schedule.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being jointly filed by the Company (the issuer of the class
of equity securities which is the subject of the transaction), Parent, Merger
Sub (a wholly-owned subsidiary of Parent) and John T. Lupton, the Lupton Trust
and Arnold D. Palmer (affiliates of the Company).
Item 2(a)-(d), (g) The information set forth in "THE
AGREEMENT - The Parties" and
"CERTAIN INFORMATION REGARDING THE
COMPANY, PARENT AND MERGER SUB" in
the Proxy Statement is incorporated
herein by reference.
Item 2 (e)-(f) None of the Company, Parent,
Merger Sub, John T. Lupton, the
Lupton Trust or Arnold D. Palmer
or, to the best of their
knowledge, no executive officer,
director or controlling person of
the Company, Parent or Merger Sub
(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 action enjoining further
violations of, or prohibiting
activities subject to, federal or
state securities laws or finding
any violation with respect to such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
Item 3(a)(1) The information set forth in
"SPECIAL FACTORS - Background of the
Merger" in the Proxy Statement is
incorporated herein by reference.
Item 3(a)(2)-(b) The information set forth in
"SPECIAL FACTORS - Background of the
Merger" in the Proxy Statement is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
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Item 4(a)-(b) The information set forth in "THE
AGREEMENT" and "SPECIAL FACTORS -
Interests of Certain Shareholders
and Directors in the Merger" in the
Proxy Statement is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5(a)-(f) The information set forth in
"SPECIAL FACTORS - Plans for the
Company After the Merger" in the
Proxy Statement is incorporated
herein by reference.
Item 5(g) Not applicable because the Company
is a filer under Section 12(g) of
the Act and is not a filer under
Section 15(d) of the Act.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Item 6(a)-(b) The information set forth in
"SPECIAL FACTORS - Source of Funds
for the Merger" in the Proxy
Statement is incorporated herein by
reference.
Item 6(c)-(d) Not applicable because none of the
funds or other consideration to be
used in this transaction is to be
borrowed.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7(a)-(c) The information set forth in
"SPECIAL FACTORS - Background of the
Merger," "SPECIAL FACTORS -
Purpose and Structure of the
Merger," and "SPECIAL FACTORS -
Reasons for the Merger and
Recommendation of the Board of
Directors" in the Proxy Statement is
incorporated herein by reference.
Item 7(d) The information set forth in
"SPECIAL FACTORS - Background of the
Merger," "SPECIAL FACTORS - Purpose
and Structure of the Merger,"
"SPECIAL FACTORS - Plans for the
Company After the Merger," SPECIAL
FACTORS - Interests of Certain
Shareholders and Directors in the
Merger," and "SPECIAL FACTORS -
Federal Income Tax Consequences" in
the Proxy Statement is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8(a)-(b) The information set forth in
"SPECIAL FACTORS - Reasons for the
Merger and Recommendation of the
Board of Directors," "SPECIAL
FACTORS - Opinion of Financial
Advisor" and "SPECIAL FACTORS -
Position of Parent, Merger Sub,
John T. Lupton, the Lupton Trust and
Arnold D. Palmer as to the Fairness
of the Merger" in the Proxy
Statement is incorporated
herein by reference.
Item 8 (c) The information set forth in
"SPECIAL FACTORS - Approval of the
Agreement" and "SPECIAL FACTORS -
Reasons for the Merger and
Recommendation of the Board of
Directors" in the Proxy Statement is
incorporated herein by reference.
Item 8(d)-(e) The information set forth in
"SPECIAL FACTORS - Approval of the
Agreement," "SPECIAL FACTORS -
Background of the Merger," "SPECIAL
FACTORS - Reasons for the Merger and
Recommendation of the Board of
Directors" and "SPECIAL FACTORS -
Opinion of Financial Advisor" in the
Proxy Statement is incorporated
herein by reference.
Item 8(f) The information set forth in
"SPECIAL FACTORS - Background of the
Merger" in the Proxy Statement is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9(a)-(c) The information set forth in
"SPECIAL FACTORS - Background of the
Merger," "SPECIAL FACTORS - Reasons
for the Merger and Recommendation of
the Board of Directors," and
"SPECIAL FACTORS - Opinion of
Financial Advisor" in the Proxy
Statement is incorporated herein by
reference.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10(a) The information set forth in "VOTING
SECURITIES AND PRINCIPAL HOLDERS
THEREOF" in the Proxy Statement is
incorporated herein by reference.
Item 10(b) Not applicable because there has
been no transaction in the class of
equity securities of the Company
which is the subject of this
transaction that was effected
during the past 60 days by the
Company, any of the affiliates
filing this statement, or to the
best of their knowledge, any
executive officer, director or
controlling person of the Company
or any affiliate.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Item 11 The information set forth in
"SUMMARY INFORMATION - Shareholder
Approval" and "SPECIAL FACTORS -
Interests of Certain Shareholders
and Directors in the Merger" in the
Proxy Statement is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
Item 12(a) The information set forth in
"SPECIAL FACTORS - Position of
Parent, Merger Sub, John T. Lupton,
the Lupton Trust and Arnold D.
Palmer as to Fairness of the
Merger," and "SPECIAL FACTORS
- Interests of Certain Shareholders
and Directors in the Merger" in the
Proxy Statement is incorporated
herein by reference.
Item 12(b) The information set forth in
"SPECIAL FACTORS - Position of
Parent, Merger Sub, John T. Lupton,
the Lupton Trust and Arnold D.
Palmer as to Fairness of the
Merger," "SPECIAL FACTORS -
Reasons for the Merger and
Recommendation of the Board of
Directors," and "SPECIAL FACTORS -
Interests of Certain Shareholders
and Directors in the Merger" is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
Item 13(a) The information set forth in
"SPECIAL FACTORS - Appraisal Rights
of Dissenting Shareholders" in the
Proxy Statement is incorporated
herein by reference.
Item 13(b) Not applicable because no provision
has been made by the Company or the
affiliates filing this statement in
connection with this transaction to
allow unaffiliated security holders
to obtain access to the corporate
files of the Company or the
affiliates or to obtain counsel or
appraisal services at the expense of
the Company or the affiliates.
Item 13(c) Not applicable because this
transaction does not involve the
exchange of debt securities of the
Company or the affiliates filing
this statement for the equity
securities held by unaffiliated
shareholders.
ITEM 14. FINANCIAL INFORMATION.
Item 14(a) The information set forth in "INDEX
TO FINANCIAL INFORMATION" in the
Proxy Statement is incorporated
herein by reference.
Item 14(b) Not applicable because the effect
of this transaction on the
financial statements of the Company
is not material.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
Item 15(a) The information set forth in
"SPECIAL FACTORS - Plans for the
Company after the Merger",
"SPECIAL FACTORS - Source of Funds
for the Merger", and
"SOLICITATION OF PROXIES" in the
Proxy Statement is incorporated
herein by reference.
Item 15(b) Not applicable because no person
has been employed, retained or is
to be compensated by the Company or
any affiliate filing this
statement, or by any person on
behalf of the persons filing this
statement, to make solicitations or
recommendations in connection with
this transaction.
ITEM 16. ADDITIONAL INFORMATION.
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Item 16 The information set forth in the
Proxy Statement is incorporated
herein by reference
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17(a) Not applicable because none of the
funds or other consideration to be
used in this transaction is to be
borrowed.
Item 17(b) Opinion of Scott & Stringfellow,
Inc. dated May 27, 1999
(incorporated by reference to
Attachment II to the Proxy Statement
attached hereto as Exhibit A).
Item 17(c) Agreement and Plan of Merger, dated
as of June 3, 1999 between the
Company, the Parent and the Merger
Sub (incorporated by reference to
Attachment I to the Proxy Statement
attached hereto as Exhibit A).
Item 17(d) Preliminary copy of the Letter to
Shareholders, Notice of Special
Meeting of Shareholders, Proxy
Statement and form of prosy for
Special Meeting of Shareholders
(attached hereto as Exhibit A).
Item 17(e) Statement of appraisal rights
(Section 48-23-101 et seq. of the
Tennessee Business Corporation Act)
(incorporated by reference to
Attachment III to the Proxy
Statement attached hereto as Exhibit
A).
Item 17(f) Not applicable because no oral
solicitation of or recommendations
to security holders are to be made
by or on behalf of the persons
filing this statement.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
THE ARNOLD PALMER GOLF COMPANY
August 13, 1999 By: /s/ Joel W. Richardson, Jr.
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Title: Secretary
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APGC HOLDINGS COMPANY, LLC
August 13, 1999 By: /s/ Joel W. Richardson, Jr.
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Title: Secretary
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APGC ACQUISITION CORP.
August 13, 1999 By: /s/ Joel W. Richardson, Jr.
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Title: Secretary
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August 13, 1999 /s/ John T. Lupton
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John T. Lupton
Thomas Cartter Lupton Trust FRO
John T. Lupton and Issue
August 13, 1999 By: /s/ Joel W. Richardson, Jr.
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Joel W. Richardson, Jr.
Trustee
August 13, 1999 By: /s/ John T. Lupton
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John T. Lupton
Trustee
August 13, 1999 /s/ Arnold D. Palmer
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Arnold D. Palmer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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(a) Not Applicable.
(b) Opinion of Scott & Stringfellow, Inc. dated May 27, 1999
(incorporated by reference to Attachment II to the Proxy
Statement attached hereto as Exhibit A).
(c) Agreement and Plan of Merger, dated as of June 3, 1999
between the Company, the Parent and the Merger Sub
(incorporated by reference to Attachment I to the Proxy
Statement attached hereto as Exhibit A).
(d) Preliminary copy of the Letter to Shareholders, Notice of
Special Meeting of Shareholders, Proxy Statement and form
of proxy for Special Meeting of Shareholders (attached
hereto as Exhibit A).
(e) Statement of appraisal rights (Section 48-23-101 et seq.
of the Tennessee Business Corporation Act) (incorporated
by reference to Attachment III to the Proxy Statement
attached hereto as Exhibit A).
(f) Not Applicable.
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