SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
RVM INDUSTRIES, INC.
(Name of the Issuer)
RVM Industries, Inc.
JTB Enterprises, Inc.
(Names of Persons Filing Statement)
Common Stock, $0.0l par value
(Title of Class of Securities)
7497W106
(CUSIP Number of Class of Securities)
Jacob Pollock
753 W. Waterloo Road,
Akron, Ohio 44314-1519
330.753.4545
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Stanley E. Everett
Brouse McDowell, A Legal Professional Association
500 First National Tower
Akron, Ohio 44308-1471
330.535.5711
This statement is filed in connection with (check the appropriate box):
[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 filing of a registration statement under the Securities Act of 1933
[ ] A tender offer
[ ] 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|
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
- ---------------------- --------------------
$8,788.25 $1.76
* The Transaction Valuation amount is the product of 175,765 shares of the
common stock of RVM Industries, Inc. multiplied by $0.05 per share. The price
paid per share in this transaction is the most recent bid price per share of
such stock. Pursuant to Rule 0-11 of the Securities Exchange Act of 1934, the
Amount of Filing Fee has been calculated by multiplying the Transaction
Valuation by 0.0002 (i.e., one-fiftieth of one percent)
[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 and Schedule and the date of its filing.
Amount Previously Paid: $1.76 Filing Party: RVM Industries, Inc.
Form or Registration No.: Schedule 14C Date Filed: November 15, 2002
Amended January 10, 2003
INTRODUCTION
This Rule 13e-3 Transaction Statement on Scheduled 13E-3 (this "Statement") is
being filed jointly by RVM Industries, Inc., a Delaware corporation ("RVM") and
JTB Enterprises, Inc., a Delaware corporation that owns 90.93% of RVM's
outstanding capital stock ("JTB"), in connection with the proposed merger of RVM
with and into JTB, with JTB as the surviving entity.
On July 3, 2002, JTB acquired 1,761,741 shares or approximately 90.93% of the
outstanding shares of RVM's common stock from Jacob Pollock and Richard D.
Pollock, each an executive officer and director of RVM and JTB, and members of
their families. Acting pursuant to Section 253 of the Delaware General
Corporation Law, and the approval of its board of directors and stockholders,
JTB, on November 13, 2002, took preliminary steps to merge RVM into JTB. No vote
of the Board of Directors of RVM or of its stockholders is required to approve
the merger. JTB will be the surviving corporation in the merger. However, in
order to satisfy federal and state notice requirements, the merger will not be
effective until February 12, 2003. As soon as practicable after the effective
date of the merger, and upon surrender of any certificate for RVM shares, each
stockholder of RVM, other than JTB, will receive cash consideration in the
amount of $0.05 per share for each surrendered share. Each stockholder, other
than JTB, may exercise appraisal rights under Delaware law in lieu of receiving
the offered merger consideration. The reasons for the merger and a more detailed
description of its terms, as well as a description of Delaware appraisal rights
are contained in RVM's Information Statement under the caption "Questions and
Answers about the Merger" and "Special Factors - Merger of the Company into JTB
Enterprises, Inc."
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").
Concurrently with the filing of this Statement, RVM is filing a preliminary
information statement (the "Information Statement") under Regulation 14C of the
Exchange Act, pursuant to which the shareholders of RVM have been given notice
of the merger and their appraisal rights.
Except as otherwise provided below, the information set forth in the Information
Statement is hereby expressly incorporated herein by reference in response to
the items of this Statement, and the responses to each item in this Statement
are qualified in their entirety by the information contained in the Information
Statement. Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Information Statement.
Item 1 Summary Term Sheet
The information set forth in the Information Statement under the
caption "Summary of the Terms of the Merger" is incorporated herein
by reference.
Item 2 Subject Company Information
Name and Address. The information set forth in the Information
Statement under the caption "General Information" is incorporated
herein by reference.
Securities. The information set forth in the Information Statement
under the caption "Voting Securities and Record Date" is
incorporated herein by reference.
Trading Market and Price. The information set forth in the
Information Statement under the caption "Trading Market and Price"
is incorporated herein by reference.
Dividends. The information set forth in the Information Statement
under the caption "Dividends" is incorporated herein by reference.
Prior Public Offerings. No filing person has made an underwritten
pubic offering of RVM Common Stock for cash during the past three
years that was registered under the Securities Act of 1933 or
exempt from registration under Regulation A promulgated thereunder.
Prior Stock Purchases. The information set forth in the Information
Statement under the caption "Special Factors - Merger of the
Company into JTB Enterprises, Inc. - Terms and Fairness of the
Merger" is incorporated herein by reference.
Item 3 Identity and Background of Filing Persons
Names and Addresses. The information set forth in the Information
Statement under the captions "Summary of the Terms of the Merger,"
"Questions and Answers about the Merger" and "Special Factors -
Merger of the Company into JTB Enterprises, Inc. - Interest of
Certain Persons in the Merger - JTB and its Affiliated Persons" and
" - RVM and its Affiliated Persons" is incorporated herein by
reference.
Business and Background of Entities. The information set forth in
the Information Statement under the captions "Summary of the Terms
of the Merger," "Questions and Answers about the Merger" and
"Special Factors - Merger of the Company into JTB Enterprises, Inc.
- Interest of Certain Persons in the Merger- JTB and its Affiliated
Persons" and " - RVM and its Affiliated Persons" is incorporated
herein by reference.
Business and Background of Natural Persons. Business experience and
other information for each executive officer and director are
incorporated by reference to the Information Statement, under the
captions "Proposal Number One - Election of Directors - Principal
Occupation; Business Experience & Other Directorships," "Questions
and Answers about the Merger" and "Special Factors - Merger of the
Company into JTB Enterprises, Inc. - Interest of Certain Persons in
the Merger- JTB and its Affiliated Persons" and " - RVM and its
Affiliated Persons" is incorporated herein by reference."
Item 4 Terms of the Transaction
Material Terms. The information set forth in the Information
Statement under the captions "Questions and Answers about the
Merger" and "Special Factors - Merger of the Company into JTB
Enterprises, Inc." is incorporated herein by reference.
Purchases. The information set forth in the Information Statement
under the captions "Special Factors - Merger of the Company into
JTB Enterprises, Inc. - Interest of Certain Persons in the Merger -
JTB and its Affiliated Persons" and " - RVM and its Affiliated
Persons" is incorporated herein by reference.
Different Terms. The information set forth in the Information
Statement under the caption "Summary of the Terms of the Merger" is
incorporated herein by reference.
Appraisal Rights. A summary describing the requirements that must
be met in order to exercise appraisal rights is set forth in the
Information Statement under the caption "Dissenters' Rights of
Appraisal." In addition, the full text of Section 262 of the
Delaware General Corporation Law,
which sets forth appraisal rights of a stockholder of a Delaware
corporation, appears as Appendix B to the Information Statement.
The discussion under the caption "Dissenters' Rights of Appraisal"
and Appendix B to the Information Statement are incorporated herein
by reference.
Provisions for Unaffiliated Security Holders. The information set
forth in the Information Statement under the caption "Summary of
the Terms of the Merger" is incorporated herein by reference.
Eligibility for Listing or Trading. Not applicable.
Item 5 Past Contracts, Transactions, Negotiations and Agreements
Transactions. The information set forth in the Information
Statement under the captions "Summary of the Terms of the Merger,"
"Certain Relationships and Related Transactions" and " Special
Factors" - Merger of the Company into JTB Enterprises, Inc. -
Interest of Certain Persons in the Merger - JTB and its Affiliated
Persons" and " - RVM and its Affiliated Persons" is incorporated
herein by reference.
Significant Corporate Events. The information set forth in the
Information Statement under the captions "Summary of the Terms of
the Merger" "Certain Relationships and Related Transactions" and
"Special Factors" - Merger of the Company into JTB Enterprises,
Inc. - Interest of Certain Persons in the Merger - JTB and its
Affiliated Persons" and "- RVM and its Affiliated Persons" and
-Effects of the Merger" is incorporated herein by reference.
Negotiations or Contacts. Not applicable.
Item 6 Purposes of the Transaction and Plans or Proposal
Use of Securities Acquired. The information set forth in the
Information Statement under the caption "Special Factors - Merger
of the Company into JTB Enterprises, Inc. - Effects of the Merger"
is incorporated herein by reference.
Plans. The information set forth in the Information Statement under
the caption Special Factors - Merger of the Company into JTB
Enterprises, Inc. - Effect of the Merger" is incorporated herein by
reference.
Subject Company Negotiations. Not applicable
Item 7 Purposes, Alternatives, Reasons and Effects
The information set forth in the Information Statement under the
caption "Special Factors - Merger of the Company into JTB
Enterprises, Inc. - Reasons for the Merger" and "- Events Leading
to the Decision to Effect the Merger" is incorporated herein by
reference.
Item 8 Fairness of the Transaction
The information set forth in the Information Statement under the
captions "Special Factors - Merger of the Company into JTB
Enterprises, Inc.- Terms and Fairness of the Merger," " - Events
Leading to the Decision to Effect the Merger" and "-Dissenters'
Rights of Appraisal" is incorporated herein by reference.
Item 9 Reports, Opinions, Appraisals and Negotiations
The information set forth in the Information Statement under the
captions "Special Factors - Merger of the Company into JTB
Enterprises, Inc. - Terms and Fairness of the Merger" and " -
Events Leading to the Decision to Effect the Merger" is
incorporated herein by reference.
Item 10 Source and Amount of Funds or Other Consideration
Source of Funds. The information set forth in the Information
Statement under the caption "Special Factors - Merger of the
Company into JTB Enterprises, Inc. - Source of Funds; Expenses" is
incorporated herein by reference.
Conditions. The information set forth in the Information Statement
under the caption "Special Factors - Merger of the Company into JTB
Enterprises, Inc. - Source of Funds; Expenses" is incorporated
herein by reference.
Expenses. The information set forth in the Information Statement
under the caption "Special Factors - Merger of the Company into JTB
Enterprises, Inc. - Source of Funds; Expenses" is incorporated
herein by reference.
Item 11 Interest in Securities of the Subject Company
Securities Ownership. The information set forth in the Information
Statement under the caption "Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by
reference.
Securities Transactions. The information set forth in the
Information Statement under the caption "Security Ownership of
Certain Beneficial Owners and Management" is incorporated herein by
reference.
Item 12 The Solicitation or Recommendation
The information set forth in the Information Statement under the
caption ""Special Factors - Merger of the Company into JTB
Enterprises, Inc. - Voting on the Merger" is incorporated herein by
reference.
Item 13 Financial Statements
The financial statements of RVM required to be disclosed pursuant
to this Item 13 are incorporated herein by reference to RVM's
integrated Form 10-K/A and annual report to stockholders for its
fiscal year ended March 31, 2002, filed on January 10, 2003 and
included as an exhibit hereto; a copy of which is being delivered
to each stockholder with the Information Statement.
Item 14 Persons/Assets, Retained, Employed, Compensated or Used
Solicitations or Recommendations. The information set forth in the
Information Statement under the captions "Special Factors - Merger
of the Company into JTB Enterprises, Inc. - Source of Funds;
Expenses" and "- Voting on the Merger" is incorporated herein by
reference.
Employees and Corporate Assets. The information set forth in the
Information Statement under the caption "Special Factors - Merger
of the Company into JTB Enterprises, Inc. - Source of Funds;
Expenses" is incorporated herein by reference.
Item 15 Additional Information
Other Material Information. The Information Statement, RVM's
integrated Form 10-K/A and annual report to stockholders for its
fiscal year ended March 31, 2002, and its Form 10-Q for the fiscal
quarter ended September 30, 2002, each of which is included as an
exhibit to this Schedule 13E-3, are incorporated herein by
reference.
Item 16 Exhibits
1. Preliminary Information Statement, including all appendices
thereto, and related Notice of Annual Meeting of Stockholders
2. Certificate of Ownership and Merger to be filed with the
Office of the Secretary of State of the State of Delaware on
or about December 18, 2002 (included as Appendix A to the
Information Statement).
3. Form 10-K/A for RVM's fiscal year ended March 31, 2002
(filed by RVM Industries, Inc. on January 10, 2003)
4. Form 10-Q for RVM's fiscal quarter ended September 30, 2002
(filed by RVM Industries, Inc. on November 15, 2002)
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.
RVM INDUSTRIES, INC.
By: /s/Jacob Pollock
--------------------------
Jacob Pollock
Chief Executive Officer
By: /s/Jacob Pollock
Date: January 8, 2003
JTB ENTERPRISES, INC.
By: /s/Jacob Pollock
--------------------------
Jacob Pollock
President
Date: January 8, 2003