SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement (Under Section 13(e) of the Securities
Exchange Act of 1934
(Amendment No. 2)
BIRCH FINANCIAL, INC.
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(Name of the Issuer)
Birch Financial, Inc.
Golden Oak Cooperative Corporation
Landscape Contractors Insurance Services, Inc.
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(Name of Person(s) Filing Statement)
Common voting stock
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(Title of Class of Securities)
090669 10 2
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(CUSIP Number of Class of Securities)
For Birch Financial, Inc. and Golden Oak Cooperative Corporation:
Nelson L. Colvin
17029 Chatsworth Street, Suite 100
Granada Hills, California 91344
Telephone: 818-832-9664
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For Landscape Contractors Insurance Services, Inc.:
Steve Hartman
1835 North Fine Avenue
Fresno, California 93727
Telephone: 559-650-3555
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(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statements)
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 (Sections 240.14a-1 through 240.14b-2), Regulation
14C (Sections 240.14C-1 through 240.14c-101) or Rule 13e-3(c) (Section
240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").
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
Transaction valuation Amount of filing fee
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$333,461.61* $42.25
* Calculated solely for purposes of determining the filing fee. This
amount assumes the acquisition of 1,235,043 shares of common stock for $0.27
per share in cash in lieu of issuing fractional shares to holders of less than
one share after the proposed reverse stock split.
[ ] Check the box if any part of the fee is offset as provided by Section
240.0-11(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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by
Birch Financial, Inc., a Nevada corporation ("Birch" or the "Company"), the
issuer of the class of securities that is the subject of a Rule 13e-3
transaction, pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended, and Rule 13e-3 thereunder. The Board of Directors and Golden Oak
Cooperative Corporation, a California corporation ("Golden Oak"), which is the
holder of approximately 52% of the Company's issued and outstanding shares of
common stock, have voted to approve and adopt a proposal to:
(a) Effect a reverse split of the Company's common stock in the ratio of
one-for-100,001; and
(b) provide a cash payment of $0.27 per share for the currently
outstanding common stock in lieu of the issuance of any resulting fractional
shares of common stock to persons who would hold less than one whole share of
common stock of record in any discrete account after the reverse stock split.
Items (a) and (b) above constitute one proposal and are referred to
herein as the "Reverse Stock Split." The Reverse Stock Split is upon the
terms and subject to the conditions set forth in the Company's revised
preliminary information statement discussing the Reverse Stock Split in
detail. The Reverse Stock Split requires an amendment to the Company's
Articles of Incorporation, as amended. As further discussed in the revised
preliminary information statement, the Company's Board of Directors and Golden
Oak have also voted to approve a merger by which LCIS Acquisition Corp., a
Nevada corporation (the "Merger Subsidiary"), which is a wholly-owned
subsidiary of Landscape Contractors Insurance Services, Inc., a California
corporation ("LCIS"), will merge with and into the Company. Following the
completion of this merger, the Company will become a wholly-owned subsidiary
of LCIS.
This Schedule 13E-3 shows the location in the revised preliminary
information statement that the Company filed with the Securities and Exchange
Commission on December 20, 2005 (including all appendices thereto, the
("Information Statement") of the information required to be included in
response to the items of this Schedule 13E-3. The information in the
Information Statement is expressly incorporated by reference into this
Schedule 13E-3 in its entirety and responses to each item in this Schedule
13E-3 are qualified in their entirety by the information contained in the
Information Statement. Capitalized terms used but not defined in this
Schedule 13E-3 have the meanings given to them in the Information Statement.
Item 1. Summary Term Sheet.
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The information contained in the Information Statement under the caption
"Summary Term Sheet" is incorporated into this Schedule 13E-3 by reference.
Item 2. Subject Company Information.
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(a) Name and address.
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The information contained on Page 1 of the Information Statement is
incorporated into this Schedule 13E-3 by reference.
(b) Securities.
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The information contained in the Information Statement under the
subheading "Voting Securities" of the caption "Voting Securities and Principal
Holders Thereof" is incorporated into this Schedule 13E-3 by reference.
(c) Trading Market and Price.
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The information contained under the caption "Market Information" of the
Information Statement is incorporated into this Schedule 13E-3 by reference.
(d) Dividends.
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The information contained in the Information Statement under the
subheading "Dividends" of the caption "Market Information" is incorporated
into this Schedule 13E-3 by reference.
(e) Prior Public Offerings.
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None; not applicable.
(f) Prior Stock Purchases.
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None; not applicable.
Item 3. Identity and Background of the Filing Person.
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(a)-(c) Name and address; Business and Background of Entities; Business
and Background of Natural Persons.
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The information contained on Page 1 and under the subheading "Security
Ownership of Principal Holders and Management" of the caption "Voting
Securities and Principal Holders Thereof;" under the caption "Summary Term
Sheet;" and under the caption "Identification of Directors and Executive
Officers" of our Information Statement is incorporated into this Schedule 13E-
3 by reference.
(d) Tender Offer.
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Not applicable.
Item 4. Terms of the Transaction.
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(a)-(f) Material Terms; Purchases; Different Terms; Appraisal Rights;
Provisions for Unaffiliated Security Holders; Eligibility for Listing or
Trading.
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The information contained in the Information Statement under the
subheadings "Reasons for the Reverse Stock Split" and "Material Federal Income
Tax Consequences of the Reverse Stock Split" under the caption "Special
Factors;" the subheadings "General," "Dissenters' Appraisal Rights with
Respect to the Reverse Stock Split," and "Interest of Certain Persons in
Matters to be Acted Upon" under the caption "Proposal 1. Amendment to the
Company's Articles of Incorporation to Effect the Reverse Stock Split;" under
the subheadings "General," "What Birch Stockholders Will Receive, "Background
of and Reasons for the Merger," "Interests of the Directors, Executive
Officers and Affiliates of Birch and LCIS in the Merger," "Material Federal
Income Tax Consequences of the Merger," "Accounting Treatment of the Merger"
and "Dissenters' Rights with Respect to the Merger" under the caption
"Proposal 2. The Merger; and the caption "Vote Required for Approval of the
Proposals" is incorporated into this Schedule 13E-3 by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
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(a) Transactions.
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The information contained in the Information Statement under the caption
"Transactions with Management and Others" is incorporated into this Schedule
13E-3 by reference.
(b)-(c) Significant Corporate Events; Negotiations or Contacts.
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The information contained in the Information Statement under the
subheading "Background of and Reasons for the Merger" under the caption
"Proposal 2. The Merger" is incorporated in this Schedule 13E-3 by reference.
(d) Conflicts of Interest.
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Not applicable.
(e) Agreements Involving the Subject Company's Securities.
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None; not applicable.
Item 6. Purposes of the Transaction and Plans or Proposals.
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(a) Purposes.
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The information contained in the Information Statement under the
subheading "Reasons for the Reverse Stock Split" of the caption "Special
Factors," and under the subheading "Background of and Reasons for the Merger"
of the caption "Proposal 2. The Merger" is incorporated in this Schedule 13E-3
by reference.
(b) Use of Securities Acquired.
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The information contained in the Information Statement under the
subheading "General" of the caption "Proposal 1. Amendment to the Company's
Articles of Incorporation to Effect the Reverse Stock Split" is incorporated
in this Schedule 13E-3 by reference.
(c) Plans.
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The information contained in the Information Statement under the
captions "Special Factors" and "Proposal 2. The Merger" is incorporated in
this Schedule 13E-3 by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
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(a) Purposes.
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The information contained in the Information Statement under the
caption "Summary Term Sheet" and the subheading "Effects on the Company" under
the caption "Special Factors" is incorporated in this Schedule 13E-3 by
reference.
(b) Alternatives.
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The information contained in the Information Statement under the
caption "Alternatives to the Reverse Stock Split" under the caption "Special
Factors" is incorporated in this Schedule 13E-3 by reference.
(c) Reasons.
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The information contained in the Information Statement under the
caption "Summary Term Sheet" and under the subheading "Reasons for the Reverse
Stock Split" under the caption "Special Factors" is incorporated in this
Schedule 13E-3 by reference.
(d) Effects.
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The information contained in the Information Statement under the
caption "Summary Term Sheet" and under the subheadings "Effects on
Stockholders with Fewer than 100,001 Shares of Common Stock," "Effects on
Stockholders with 100,001 or More Shares of Common Stock," "Effects on the
Company," and "Material Federal Income Tax Consequences of the Reverse Stock
Split" under the caption "Special Factors" is incorporated in this Schedule
13E-3 by reference.
Item 8. Fairness of the Transaction.
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(a)-(b) Fairness; Factors Considered in Determining Fairness.
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The information contained in the Information Statement under the
subheading "Fairness of the Reverse Stock Split" under the caption "Special
Factors" is incorporated in this Schedule 13E-3 by reference.
(c) Approval of Security Holders.
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The information contained in the Information Statement under the captions
"Introduction," "Summary Term Sheet" and "Vote Required for Approval of the
Proposals" is incorporated in this Schedule 13E-3 by reference.
(d) Unaffiliated Representative.
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The information contained in the Information Statement under the
subheading "Advantages of the Reverse Stock Split" of the caption "Special
Factors" is incorporated in this Schedule 13E-3 by reference.
(e) Approval of Directors.
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The information contained in the Information Statement under the captions
"Introduction" and "Vote Required for Approval of the Proposals" and the
subheading "General" of the caption "Proposal 1. Amendment to the Company's
Articles of Incorporation to Effect the Reverse Stock Split" is incorporated
in this Schedule 13E-3 by reference.
(f) Other Offers.
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None; not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
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(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report,
Opinion or Appraisal; Availability of Documents.
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The information contained in the Information Statement under the
subheading "Advantages of the Reverse Stock Split" of the caption "Special
Factors" is incorporated in this Schedule 13E-3 by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
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(a) Source of Funds.
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The information contained in the Information Statement under the
subheading "What is the total cost of the Reverse Stock Split to the Company?"
under the heading "Questions and Answers Regarding the Proposal to Amend Our
Articles of Incorporation to Effect the Reverse Stock Split" is incorporated
in this Schedule 13E-3 by reference.
(b) Conditions.
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None; not applicable.
(c) Expenses.
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The information contained in the Information Statement under the caption
"Summary Term Sheet" is incorporated in this Schedule 13E-3 by reference.
(d) Borrowed Funds.
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The information contained in the Information Statement under the
subheading "What is the total cost of the Reverse Stock Split to the Company?"
under the heading "Questions and Answers Regarding the Proposal to Amend Our
Articles of Incorporation to Effect the Reverse Stock Split" is incorporated
in this Schedule 13E-3 by reference.
Item 11. Interest in Securities of the Subject Company.
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(a) Securities Ownership.
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The information contained in the Information Statement under the
subheading "Security Ownership of Principal Owners and Management" of the
caption "Voting Securities and Principal Holders Thereof" is incorporated in
this Schedule 13E-3 by reference.
(b) Securities Transactions.
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On July 25, 2005, Jon R. Alsdorf purchased 22,400 shares of the Company's
common stock in a private, non-market transaction with another stockholder, at
a price of $0.20 per share.
Item 12. The Solicitation or Recommendation.
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(d) Intent to Tender or Vote in a Going-Private Transaction.
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The information contained in the Information Statement under the heading
"Vote Required for Approval of the Proposals" is incorporated in this Schedule
13E-3 by reference.
Item 13. Financial Statements.
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The information contained in the Information Statement under the
headings "Financial Information" and "Combined Consolidated Pro Forma Balance
Sheet" under the caption "Proposal No. 1. Amendment to the Company's Articles
of Incorporation to Effect the Reverse Stock Split" is incorporated in this
Schedule 13E-3 by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
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None; not applicable.
Item 15. Additional Information.
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(b) The information contained in the Information Statement is
incorporated into this Schedule 13E-3 by reference.
Item 16. Exhibits.
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(a) Revised preliminary Information Statement on Schedule 14C filed with
the Securities and Exchange Commission on January 10, 2006, (incorporated
into this Schedule 13E-3 by reference to the preliminary Information
Statement).
(b) None; not applicable.
(c) Summary Stock Valuation of Birch Financial, Inc.
(d) None; not applicable.
(f) The information contained in the revised preliminary Information
Statement under the subheading "Dissenters' Appraisal Rights with Respect to
the Reverse Stock Split," under the caption "Proposal 1. Amendment to the
Company's Articles of Incorporation to Effect the Reverse Stock Split;" and
under the subheading "Dissenters' Rights with Respect to the Merger" under the
caption "Proposal 2. The Merger; and the caption "Vote Required for Approval
of the Proposals" (incorporated into this Schedule 13E-3 by reference to the
revised preliminary information statement).
(g) None; not applicable.
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.
Birch Financial, Inc., a Nevada corporation
Date: 1/6/06 By /s/ Nelson L. Colvin
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Nelson L. Colvin, President and Director
Golden Oak Cooperative Corporation, a
California corporation
Date: 1/6/06 By /s/ Nelson L. Colvin
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Nelson L. Colvin, President
Landscape Contractors Insurance Services,
Inc., a California corporation
Date: 1/6/06 By /s/ Nelson L. Colvin
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Nelson L. Colvin, Secretary