SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO. 2)
TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
UPTOWNER INNS, INC.
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(NAME OF THE ISSUER)
UPTOWNER INNS, INC.
CARL E. MIDKIFF
HOBART A. ADKINS
CHARLES D. ROBINSON
RICHARD MONGA
PRESTIGE PROPERTY, INC.
VIOLET MIDKIFF
VIOLET MIDKIFF IRREVOCABLE TRUST
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(NAME OF PERSON FILING STATEMENT)
COMMON STOCK ($0.50 PAR VALUE)
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(TITLE OF CLASS OF SECURITIES)
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Copy to:
Elizabeth Osenton Lord, Esq.
Carl Midkiff Jackson Kelly PLLC
Uptowner Inns, Inc. 1600 Laidley Tower
741 5th Avenue 500 Lee Street, East
Huntington, West Virginia 25701 P.O. Box 553
(304) 525-8162 Charleston, West Virginia 25322
(304) 340-1390
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction:
Calculation of Filing Fee
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$731,497 $59.57
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[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 or Schedule and the date of its filing.
Amount Previously Paid: $59.57
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Form or Registration No.: 5-31588
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Filing Party: Uptowner Inns, Inc.
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Date Filed: October 24, 2003
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INTRODUCTION
This Schedule 13E-3 Transaction Statement is filed in connection with
the concurrent filing by Uptowner Inns, Inc. (the "company") with the Securities
and Exchange Commission (the "SEC") of a Preliminary Proxy Statement on Schedule
14A (the "Proxy Statement") in connection with a special meeting of the
shareholders of the company currently scheduled to be held in March 2004. The
company is submitting to its shareholders a proposal:
(i) To approve and adopt a one for 10,000 Reverse Stock Split that
would result in (a) shareholders receiving one share of new
common stock, $1.00 par value (the "New Common Stock") for
each 10,000 shares of common stock owned as of the effective
date, and (b) shareholders owning less than 10,000 shares of
the company's common stock receiving cash in lieu of any
fractional share they would otherwise be entitled to receive
as a result of the Reverse Stock Split at a rate of $1.07 per
share on a pre-split basis; and
(ii) To approve and adopt the following amendment to the Articles
of Incorporation (the "Articles of Incorporation") of Uptowner
Inns, Inc.:
RESOLVED, that Article IV of the Articles of Incorporation of
the Corporation be amended to read, in its entirety, as
follows:
IV. The amount of the total authorized capital of the
Corporation shall be Five Hundred Dollars ($500),
which shall consist of Five Hundred (500) shares of
Common Stock, par value $1.00 per share.
The Reverse Stock Split is upon the terms and subject to the conditions set
forth in the Proxy Statement, a copy of which was filed under cover of Schedule
14A with the SEC simultaneously with this filing.
The information contained in the Proxy Statement, including all
exhibits thereto, is hereby expressly incorporated herein by reference.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
The Summary Term Sheet required by Item 1 of this Schedule 13E-3 is
incorporated by reference to the section of the Proxy Statement captioned
"Summary of Terms of Reverse Stock Split."
ITEM 2. SUBJECT COMPANY INFORMATION
(a) Name and Address: The name of the company is Uptowner Inns, Inc.
The complete mailing address of the company's principal executive offices is 741
5th Avenue, Huntington, West Virginia 25701. The company's telephone number is
(304) 525-8162.
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(b) Securities: The number of shares of Common Stock outstanding as of
December 31, 2003, was 1,493,642 shares.
(c) Trading Market and Price: The information required by this Item
2(c) is incorporated by reference to the section of the Proxy Statement
captioned "Information About Uptowner Inns, Inc.--Price Range of Common Stock
and Dividends."
(d) Dividends: The information required by this Item 2(d) is
incorporated by reference to the section of the Proxy Statement captioned
"Information About Uptowner Inns, Inc.--Price Range of Common Stock and
Dividends."
(e) Prior Public Offering: The company has not made an underwritten
public offering of its securities during the past three years.
(f) Prior Stock Purchases: None.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address: The company is a filing person. The required
information regarding the company is set forth in Item 2(a) above. See also Item
3(c) below. The name and addresses of the other filing persons are as follows:
Carl E. Midkiff
2619 Raceview Drive
Ona, West Virginia 25545
Mr. Midkiff is an affiliate of the company as a result of serving as
the company's president, chief executive officer and chairman of the board.
Additionally, Mr. Midkiff owns or controls approximately 53.98% of the company's
common stock of which 20.2% he owns directly. After completion of the going
private transaction, Mr. Midkiff will own or control substantially all of the
company's common stock. Additionally, he will serve as president, chief
executive officer and director of the company.
Hobart A. Adkins
2 Black Forest Road
Ona, West Virginia 25545
Mr. Adkins is an affiliate of the company as a result of serving as a
director and secretary of the company. Mr. Adkins also owns 100 shares of the
company's common stock. After the going private transaction, Mr. Adkins will
continue in his roles as director and secretary of the company.
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Richard Monga
450 Division Street
Huntington, West Virginia 25702
Mr. Monga is an affiliate of the company as a result of his position as
a director of the company. He will continue as such after consummation of the
going private transaction.
Charles D. Robinson
9 Club House Drive
Huntington, West Virginia 25705
Mr. Robinson is an affiliate of the company as a result of serving as
the company's treasurer and chief financial officer. He will continue in these
positions after consummation of the going private transaction. Mr. Robinson also
owns 702 shares of the company's common stock.
Violet Midkiff
800 Third Avenue, Room 207
Huntington, West Virginia 25701
Mrs. Midkiff is an affiliate of the company by virtue of her ownership
of approximately 17.64% of the company's common stock. Carl E. Midkiff is Violet
Midkiff's son.
Prestige Property, Inc.
741 Fifth Avenue
Huntington, West Virginia 25701
Prestige Property, Inc. is an affiliate of the company as it owns
40,727 shares and as Carl E. Midkiff and his immediate family own this company.
Violet Midkiff Irrevocable Trust
2619 Raceview Drive
Ona, West Virginia 25545
The Violet Midkiff Irrevocable Trust is an affiliate of the company as
it owns approximately 200,000 shares of the company and Carl E. Midkiff is
trustee under the trust.
(b) Business and Background of Entities:
State of
Entity Principal Business Organization
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Prestige Property, Inc. Real Estate Company WV
Violet Midkiff Irrevocable Trust Trust WV
None of these entities has been convicted in a criminal proceeding
during the past five years nor were any a party to any judicial or
administrative proceeding during the past five years 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.
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(c) Business and Background of Natural Persons: The information
required by this Item 3(c) is as follows:
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(1) Name Current Principal Occupation or Employment Principal Business and Address
---- ------------------------------------------ ------------------------------
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Carl E. Midkiff President, Chief Executive Officer and Owner of Hotel
Uptowner Inns, Inc.; 800 Third Avenue, Huntington, WV;
Owner and Manager of Prestige Property, Inc. Real Estate Company
741 Fifth Avenue, Huntington, WV
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Hobart A. Adkins Owner of Quality Exhaust, Inc., and 31st Street Auto Shop
Enterprises, Inc. 719 31st Street, Huntington, WV
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Richard Monga General Manager, Uptowner Inns, Inc. Hotel
800 Third Avenue, Huntington, WV
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Charles D. Robinson Vice President, Insurance Systems, Inc. Insurance Sales
One Insurance Way, Huntington, WV
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Violet Midkiff Retired
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Material Occupations, Positions,
Offices or Starting and Employment
(2) Name During the Past Five Years Ending Dates Name, Principal Business, Address
---- ---------------------------------- ------------ ---------------------------------
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Carl E. Midkiff President, CEO, Chairman 1997-Present Uptowner Inns, Hotel
800 Third Avenue, Huntington, WV
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Hobart A. Adkins President 1997-Present Quality Exhaust Service
719 31st Street, Huntington, WV
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Richard Monga General Manager 1997-Present Uptowner Inns, Hotel
800 Third Avenue, Huntington, WV
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Charles D. Robinson Vice President 1997-Present Insurance Systems, Sales
One Insurance Way, Huntington, WV
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Violet Midkiff Retired
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ITEM 4. TERMS OF THE TRANSACTION
(a) Material Terms: The information required by this Item 4(a) is
incorporated by reference to the sections of the Proxy Statement captioned
"Summary of Terms of Reverse Stock Split," "Special Factors," "Proposal--Reverse
Stock Split and Related Amendments to Uptowner's Articles of
Incorporation--General," "--Payment of Fractional Shares," and "--Vote
Required."
(b) Different Terms: The terms of the Reverse Stock Split will apply
equally to all shareholders, although as a result of the Reverse Stock Split,
shareholders holding fewer than 10,000 shares of Common Stock immediately prior
to the Reverse Stock Split will cease to be shareholders of the company. All
shareholders remaining after the Reverse Stock Split will be the current
affiliated shareholders of the Company.
(c) Appraisal Rights. Shareholders will have appraisal rights under
West Virginia law relating to the Reverse Stock Split.
(d) Provisions for Unaffiliated Security Holders: The company has not
made arrangements to provide unaffiliated shareholders with access to corporate
files in connection with the Reverse Stock Split but will consider written
requests from shareholders for particular information.
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(e) Eligibility for Listing or Trading: The information required by
this Item 4(f) is incorporated by reference to the section of the Proxy
Statement captioned "Special Factors--Certain Effects of Reverse Stock Split
Proposal on Uptowner's Shareholders."
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Transactions: None.
(b) Significant Corporate Events: None.
(c) Negotiations or Contracts: None.
(d) Conflicts of Interest: None.
(e) Agreements Involving the Company's Securities: There are no
agreements, arrangements, or understandings between the company and any other
person with respect to any of the company's securities.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) Use of Securities Acquired: The information required by this Item
6(a) is incorporated by reference to the section of the Proxy Statement
captioned "Special Factors--Certain Effects of Reverse Stock Split Proposal on
Uptowner's Shareholders."
(b) Plans: The information required by this Item 6(b) is incorporated
by reference to the section of the Proxy Statement captioned "Special
Factors--Certain Effects of Reverse Stock Split Proposal on Uptowner's
Shareholders."
Other than the Reverse Stock Split resulting in termination of
registration under the Exchange Act, there are no plans or proposals that relate
to or would result in:
(1) Any extraordinary transaction, such as a merger,
reorganization or liquidation, involving the subject company or its
subsidiaries;
(2) Any purchase, sale or transfer of a material amount of
assets of the subject company or any of its subsidiaries except for the purchase
of property for development at the Huntington Mall in Barboursville, West
Virginia, and the related franchise agreement for a Holiday Inn Express;
(3) Any material change in the present dividend rate or
policy, or indebtedness or capitalization of the subject company;
(4) Any change in the present board of directors or management
of the subject company including, but not limited to, any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board or to change any material term of the employment contract of any executive
officer;
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(5) Any other material change in the subject company's
corporate structure or business; and
(6) Any class of equity securities of the subject company to
be delisted from a national securities exchange or cease to be authorized to be
quoted in an automated quotations system operated by a national securities
association.
The transaction will ultimately result in the subject company's common
stock becoming eligible for termination of registration under Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended, and the suspension of the
subject company's obligation to file reports under Section 15(d) of the Exchange
Act. By virtue of the going private transaction (i.e., the Reverse Stock Split),
no person will acquire additional securities of the company but holders owning
less than 10,000 shares will dispose of those shares in exchange for cash in
lieu of fractional shares. No changes in the subject company's charter, bylaws
or other governing instruments or other actions that could impede the
acquisition of the control of the subject company will be made.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS ON THE REVERSE STOCK SPLIT
The information required by this Item 7 is incorporated by reference to
the sections of the Proxy Statement captioned "Special Factors--Purpose and
Reasons for the Reverse Stock Split," "--Background," "--Alternatives Considered
by the Board of Directors," "--Certain Effects of Reverse Stock Split Proposal
on Uptowner's Shareholders" and "--Federal Income Tax Consequences."
ITEM 8. FAIRNESS OF THE TRANSACTION
The information required by this Item 8 is incorporated by reference to
the sections of the Proxy Statement captioned "Special Factors--Background" and
"--Fairness of the Reverse Stock Split Proposal."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The report of Somerville & Company, PLLC regarding the fairness to the
company's shareholders from a financial point of view of the Reverse Stock Split
is attached to the Proxy Statement as Appendix II.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) Source of Funds: The information required by this Item 10(a) is
incorporated by reference to the section of the Proxy Statement captioned
"Special Factors--Certain Effects of Reverse Stock Split Proposal."
(b) Conditions: None.
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(c) Expenses: The information required by this Item 10(c) is
incorporated by reference to the section of the Proxy Statement captioned
"Proposal--Reverse Stock Split and Related Amendments to Uptowner's Articles of
Incorporation--Source and Amount of Funds or Other Consideration; Expenses of
Transaction."
(d) Borrowed Funds: None.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) Security Ownership: The information required by this Item 11 as to
beneficial ownership of the Common Stock is incorporated by reference to the
section of the Proxy Statement captioned "Information About Uptowner--Ownership
of Voting Securities of Uptowner."
(b) Security Transactions: There have been no transactions by the
company or any executive officer, director or affiliate with respect to the
Common Stock during the last 60 days.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
The information required by this Item 12 is incorporated by reference
to the sections of the Proxy Statement captioned "Proposal--Reverse Stock Split
and Related Amendments to Uptowner's Articles of Incorporation--General" and
"--Vote Required."
ITEM 13. FINANCIAL STATEMENTS
(a) Financial Information: The financial statements of the company
required by this Item 13(a) are incorporated by reference to the company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2003, and Form
10-Q for the quarter ended December 31, 2003.
(b) Pro Forma Information: Not applicable as the inclusion of pro forma
financial information disclosing the effects of the transaction is not material
to shareholders.
(c) Summary Information: The information contained under the captions
"Selected Financial Data," on pages 7-8, "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 9-16 and
"Quantitative and Qualitative Disclosures About Market Risk" on page 16 of the
company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
and the information contained in the company's Quarterly Report on Form 10-Q for
the Quarter Ended December 31, 2003, are incorporated by reference herein.
Additionally, the information in the section "Summary Financial Information" in
the Proxy Statement is incorporated by reference herein.
(d) Information incorporated by reference herein may be found on the
SEC's website at www.sec.gov.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations or Recommendations: The company has not retained a
proxy solicitation firm to solicit proxies in connection with the Reverse Stock
Split.
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(b) Employees and Corporate Assets: The company will be using corporate
funds and the services of its chief executive officer to affect the Reverse
Stock Split. The company has retained the services of the law firm of Jackson
Kelly PLLC, and Somerville & Company, PLLC, to assist the company in the
preparation of the documents related to the Reverse Stock Split.
ITEM 15. ADDITIONAL INFORMATION
The information set forth in the Proxy Statement, the company's Form
10-K for the fiscal year ended June 30, 2003, and the company's Form 10-Q for
the quarter ended December 31, 2003 is incorporated by reference in this Item
15.
ITEM 16. EXHIBITS
The following documents are being filed as exhibits to this Schedule
13E-3.
No. Description
1. Schedule 14A and Form of Proxy Statement for the Special
Meeting of Shareholders (incorporated by reference to the
Schedule 14A filed with the SEC on the date hereof).
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 accurate.
Uptowner Inns, Inc.
By: /s/ Carl E. Midkiff
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Carl E. Midkiff
Title: President and Chief Executive
Officer
/s/ Hobart A. Adkins
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Hobart A. Adkins
/s/ Charles D. Robinson
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Charles D. Robinson
/s/ Richard Monga
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Richard Monga
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/s/ Violet Midkiff
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Violet Midkiff
Prestige Property, Inc.
By: /s/ Carl E. Midkiff
-----------------------------------------
Carl E. Midkiff, President
Violet Midkiff Irrevocable Trust
By: /s/ Carl E. Midkiff
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Carl E. Midkiff, Trustee
Dated: March 5, 2004
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