UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER
Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934
EVERFLOW EASTERN PARTNERS, L.P.
(Name of Issuer)
EVERFLOW EASTERN PARTNERS, L.P. (ISSUER)
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Copy to:
Thomas L. Korner, President Michael D. Phillips, Esq.
Everflow Eastern Partners, L.P. Calfee, Halter & Griswold LLP
585 West Main Street 1400 McDonald Investment Center
Canfield, Ohio 44406 800 Superior Avenue
330-533-2692 Cleveland, Ohio 44114
216-622-8200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
April 30, 2003
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation: 574,877 Units of Amount of Filing Fee
Limited Partnership Interest at $ 8.44 per Unit $ 393.00*
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* Calculated at $80.90 per million of Transaction Value.
/ / 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: Not Applicable
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Form of Registration No.: Not Applicable
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Filing Party: Not Applicable
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Date Filed: Not Applicable
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer.
/ /
Item 1. Summary Term Sheet.
Reference is made to the first page of the Offer to Purchase (the
"Offer"), which is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The issuer of the securities to which this statement relates is
Everflow Eastern Partners, L.P., a Delaware limited partnership (the "Company").
The Company's principal executive offices are located at 585 West Main Street,
Canfield, Ohio 44406, and the Company's telephone number is 330-533-2692.
(b) The securities being sought are up to 574,877 units of limited
partnership interest (the "Units"), at a price of $8.44 per Unit, net to the
sellers in cash (the "Purchase Price"). In its Offer, the Company has reserved
the right to purchase more than 574,877 Units, but has no current intention of
doing so. Reference is hereby made to the Introduction of the Company's Offer to
Purchase, which Introduction is incorporated herein by reference.
(c) There is currently no established trading market for the Units.
Reference is hereby made to Section 7, "Price Range of Units; Cash Distribution
Policy," of the Offer to Purchase, which Section is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
The filer of this statement is Everflow Eastern Partners, L.P. The
Company's principal executive officers are located at 585 West Main Street,
Canfield, Ohio 44406, and the Company's telephone number is 330-533-2692.
Item 4. Terms of the Transaction.
(a) Reference is hereby made to the Introduction, Section 3,
"Procedures for Tendering Units," Section 4, "Withdrawal Rights," Section 11,
"Certain Federal Income Tax Consequences," and Section 13, "Extensions of Tender
Period; Terminations; Amendments," of the Offer to Purchase, which Introduction
and Sections are incorporated herein by reference.
(b) Reference is hereby made to the Introduction of the Offer to
Purchase, which Introduction is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
Reference is hereby made to the Introduction, Section 1, "Background
and Purposes of the Offer," and Section 12, "Transactions and Arrangements
Concerning Units," of the Offer to Purchase, which Introduction and Sections are
incorporated herein by reference.
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Item 6. Purpose of the Transaction and Plans or Proposals.
(a) Reference is hereby made to the Introduction, Section 1,
"Background and Purposes of the Offer," Section 5, "Purchase of Units; Payment
of Purchase Price," Section 6, "Certain Conditions of the Offer," and Section
10, "Certain Information About the Company; Historical and Pro Forma Financial
Information," of the Offer to Purchase, which Introduction and Sections are
incorporated herein by reference.
(b) Reference is hereby made to Section 5, "Purchase of Units; Payment
of Purchase Price," of the Offer to Purchase, which Section is incorporated
herein by reference.
(c) Not applicable.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The total amount of funds required by the Company to consummate the
transaction and purchase 574,877 Units, pursuant to the Offer, and to pay
related fees and expenses, is estimated to be $4,900,000. Reference is hereby
made to Section 9, "Source and Amount of Funds," of the Offer to Purchase, which
Section is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
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Item 8. Interest in Securities of the Subject Company.
Reference is hereby made to Section 12, "Transactions and Arrangements
Concerning Units," of the Offer to Purchase, which Section is incorporated
herein by reference.
BENEFICIAL OWNERSHIP OF UNITS IN THE COMPANY,
EVERFLOW MANAGEMENT LIMITED, LLC AND EMC
AS OF APRIL 30, 2003
Percentage
Interest in
Percentage Everflow Percentage
Name Units of Units Management Interest in
of Holder in Company in Company(1) Limited, LLC(2) EMC
- --------------------------------- ---------- ------------- --------------- ---------
Robert F. Sykes(3) 1,056,464 18.38 66.66 66.66
Thomas L. Korner 135,910 2.36 16.67 16.67
William A. Siskovic 69,066 1.20 16.67 16.67
All officers and directors as
a group (3 persons in EMC) 1,261,440 21.94 100.00 100.00
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(1) Does not include the interest in the Company owned indirectly by such
individuals as a result of their ownership in (i) the General Partner
(based on its 1.15% interest in the Company) or (ii) EMC (based on EMC's 1%
managing member's interest in the General Partner).
(2) Includes the interest in the General Partner owned indirectly by such
individuals as a result of their share ownership in EMC resulting from
EMC's 1% managing member's interest in the General Partner.
(3) Includes 732,855 Units held by Sykes Associates, a New York limited
partnership comprised of Mr. Sykes and his wife as general partners and
four adult children as limited partners, 162,462 Units of the Company held
by the Robert F. Sykes Annuity Trust and 161,147 Units held by the
Catherine Sykes Annuity Trust.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
Not applicable.
Item 10. Financial Statements.
(a) Reference is hereby made to Section 10, "Certain Information About
the Company; Historical and Pro Forma Financial Information," of the Offer to
Purchase, which Section is incorporated herein by reference.
(b) Reference is hereby made to Section 10, "Certain Information About
the Company; Historical and Pro Forma Financial Information," of the Offer to
Purchase, which Section is incorporated herein by reference.
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Item 11. Additional Information.
(a) (1) Reference is hereby made to Section 10, "Certain
Information About the Company; Historical and Pro Forma
Financial Information," Section 12, "Transactions and
Arrangements Concerning Units," of the Offer to Purchase,
which Sections are incorporated herein by reference.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) Reference is hereby made to the Offer to Purchase and the related
Letter of Transmittal, forms of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, and are incorporated in their entirety herein by
reference.
Item 12. Exhibits.
(a)(1) Form of Offer to Purchase, dated April 30, 2003
(a)(2) Form of Letter of Transmittal
(a)(3) Form of 2002 Annual Report Newsletter to Unitholders,
dated April 30, 2003
(a)(4) Annual Financial Statements of the Company and
Management's Discussion and Analysis of Financial
Condition and Results of Operations(3)
(a)(5) Form of letter prepared by Wright & Company, Inc.
(b) Not applicable.
(d)(1) Amended and Restated Agreement of Limited Partnership
of the Company, dated as of February 15, 1991(1)
(d)(2) Close Corporation Agreement of Everflow Management
Corporation(1)
(d)(3) Operating Agreement of Everflow Management Limited, LLC
dated March 8, 1999(2)
(g) Not applicable.
(h) Not applicable.
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(1) Incorporated herein by reference to the Company's Schedule 13E-4 filing
dated April 30, 1992. Items not mailed to Unitholders.
(2) Incorporated herein by reference to the Company's Form 10-Q filing for the
quarter ended March 31, 1999. Item not mailed to Unitholders.
(3) Incorporated herein by reference to the Company's Form 10-K filing for the
year ended December 31, 2002. Items mailed to Unitholders.
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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.
Date: April 30, 2003 EVERFLOW EASTERN PARTNERS, L.P.
By: EVERFLOW MANAGEMENT LIMITED, LLC
General Partner
By: EVERFLOW MANAGEMENT CORPORATION
Managing Member
By: /s/William A. Siskovic
---------------------------------------------
William A. Siskovic
Vice President and Secretary-Treasurer
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EXHIBITS
Exhibit
Number Description
- ------- -----------
(a)(1) Form of Offer to Purchase, dated April 30, 2003
(a)(2) Form of Letter of Transmittal
(a)(3) Form of 2002 Annual Report Newsletter to Unitholders,
dated April 30, 2003
(a)(4) Annual Financial Statements of the Company and
Management's Discussion and Analysis of Financial
Condition and Results of Operations(3)
(a)(5) Form of letter prepared by Wright & Company, Inc.
(b) Not applicable.
(d)(1) Amended and Restated Agreement of Limited Partnership
of the Company, dated as of February 15, 1991(1)
(d)(2) Close Corporation Agreement of Everflow Management
Corporation(1)
(d)(3) Operating Agreement of Everflow Management Limited, LLC
dated March 8, 1999(2)
(g) Not applicable.
(h) Not applicable.
(1) Incorporated herein by reference to the Company's Schedule 13E-4 filing
dated April 30, 1992. Items not mailed to Unitholders.
(2) Incorporated herein by reference to the Company's Form 10-Q filing for the
quarter ended March 31, 1999. Item not mailed to Unitholders.
(3) Incorporated herein by reference to the Company's Form 10-K filing for the
year ended December 31, 2002. Items mailed to Unitholders.
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