SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange
Act of 1934
Rampart Capital Corporation
(Name of the Issuer)
Rampart Capital Corporation
Charles W. Janke
James H. Carpenter
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
75-1569104
(CUSIP Number of Class of Securities)
James H. Carpenter
President and Chief Operating Officer
Rampart Capital Corporation
16401 Country Club Drive
Crosby, Texas 77532
(713) 223-4610
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Chris A. Ferazzi
Porter & Hedges, L.L.P.
700 Louisiana, Suite 3500
Houston, Texas 77002-2764
(713) 226-0600
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 (Sec.Sec.240.14a-1 through 240.14b-2), Regulation 14C
(Sec.Sec.240.14c-1 through 240.14c-101 ) or Rule 13e-3(c) (Sec.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
---------------------- --------------------
$2,096,715 $420
---------------------- --------------------
*Rampart Capital Corporation will be purchasing a maximum of 645,143 pre-split
shares of its common stock for $3.25 per share for a total of $2,096,715. These
shares represent the maximum estimated pre-split shares that will result in
fractional interests to be cashed out in the reverse stock split.
[ ] Check the box if any part of the fee is offset as provided by
Sec.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: Filing Party:
---------------------- ------------------
Form or Registration No.: Date Filed:
-------------------- --------------------
2
INTRODUCTION
Rampart Capital Corporation ("Rampart" or the "Company"), Charles W. Janke and
James H. Carpenter hereby submit this Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Statement"). This Statement relates to a proposed
amendment to Rampart's Restated Articles of Incorporation to effect,
alternatively, as determined by the board of directors of Rampart in its
discretion, one of three alternative reverse stock splits of the common stock of
Rampart. The reverse split ratios are 1-for-45,000, 1-for-75,000 and
1-for-100,000 shares. The amendment to Rampart's Restated Articles of
Incorporation is subject to the approval of holders of a majority of Rampart's
outstanding capital stock as of August 4, 2003 the record date fixed by the
board of directors of Rampart. Rampart filed concurrently with this Statement a
preliminary proxy statement on Schedule 14A (the "Proxy Statement") which
describes the amendment and related matters in more detail, as well as other
annual meeting proposals.
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").
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement under the caption "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth on the cover page of the Proxy Statement is
incorporated herein by reference.
(b) The exact title of the subject class of the equity security is Common
Stock, par value $.01 per share. The information set forth in the Proxy
Statement under the caption "Additional Information Regarding the Reverse
Split-Market for Common Stock" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"Additional Information Regarding the Reverse Split-Market for Common Stock" and
"Additional Information Regarding the Reverse Split-Dividend Policy" is
incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the caption
"Additional Information Regarding the Reverse Split-Changes in Management Team
and Conduct of the Business After the Reverse Split" is incorporated herein by
reference
(e)-(f) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The filing persons are Rampart Capital Corporation (the subject
company), Charles W. Janke, Chairman of the Board, Chief Executive Officer and a
director of Rampart, and James H. Carpenter, President and Chief Operating
Officer and a director of Rampart. The business address and telephone numbers
of the filing persons and Charles F. Presley, Rampart's Chief Financial Officer
are 16401 Country Club Drive, Crosby, Texas 77532 and (713)223-4610. The name
and address of Rampart's non-employee directors are as follows:
3
William F. Mosley 7505 Shadyvilla Lane, Houston, Texas 77055-5005
Michael V. Ronca 17318 Chagall Lane, Spring, Texas 77379
James J. Janke 1145 North Shepherd Drive, Houston, Texas 77008-6594
James W. Christian 2302 Fannin, Suite 500, Houston, Texas 77002
(b) Not applicable.
(c) The information set forth in the Proxy Statement under the captions
"Item 2. Election of Directors-Nominees for Director" and "Item 2. Election of
Directors-Non-Director Executive Officers" is incorporated herein by reference.
Rampart is a corporation incorporated under the laws of the State of Texas.
Each of Charles W. Janke and James H. Carpenter and each of the other persons
specified in Item 3(a) above is a citizen of the United States. No filing
person nor any other person specified in Item 3(a) above has been (1) convicted
in a criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors) or (2) a party to any judicial or
administrative proceeding during the past five years (except for matters that
were dismissed without sanction or settlement) 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.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information contained in the Proxy Statement under the captions
"Summary Term Sheet", "Questions and Answers", "Item 1. Amendment to Our
Restated Articles of Incorporation", "Special Factors-Purpose of and Reasons for
the Reverse Split", "Special Factors-Effects of the Reverse Split", "Special
Factors-Material Federal Income Tax Consequences of the Reverse Split, and
"Additional Information Regarding the Reverse Split-Special Interests of Current
and Prospective Directors and Executive Officers in the Reverse Split" is
incorporated herein by reference.
(c) The information contained in the Proxy Statement under the captions
"Special Factors-Effects of the Reverse Split" and "Additional Information
Regarding the Reverse Split-Special Interests of Current and Prospective
Directors and Executive Officers in the Reverse Split" is incorporated herein by
reference.
(d) The information contained in the Proxy Statement under the captions
"Additional Information Regarding the Reverse Split-Dissenters' and Appraisal
Rights" is incorporated herein by reference.
(e) The information contained in the Proxy Statement under the caption
"Special Factors-Recommendation of the Special Committee and Board of Directors;
Fairness of the Reverse Split" is incorporated herein by reference.
4
(f) The information contained in the Proxy Statement under the caption
"Special Factors-Effects of the Reverse Split" is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information contained in the Proxy Statement under the caption
"Additional Information Regarding the Reverse Split-Certain Relationships and
Related Transactions" is incorporated herein by reference.
(b)-(c) The information contain in the Proxy Statement under the captions
"Special Factors-Alternatives Considered", "Special Factors-Background of the
Reverse Split" and "Additional Information Regarding the Reverse Split-Changes
in Management Team and Conduct of the Business After the Reverse Split" is
incorporated herein by reference.
(e) The information contained in the Proxy Statement under the captions
"Additional Information Regarding the Reverse Split-Certain Relationships and
Related Transactions" and "Additional Information Regarding the Reverse
Split-Sources of Funds and Expenses" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information contained in the Proxy Statement under the caption
"Additional Information Regarding the Reverse Split-Changes in Management Team
and Conduct of the Business After the Reverse Split" is incorporated herein by
reference.
(c) The information contained in the Proxy Statement under the captions
"Special Factors-Effects of the Reverse Split", "Additional Information
Regarding the Reverse Split-Changes in Management Team and Conduct of the
Business After the Reverse Split" and "Additional Information Regarding the
Reverse Split-Sources of Funds and Expenses" is incorporated herein by reference
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information contained in the Proxy Statement under the caption
"Special Factors-Purposes of and Reasons for the Reverse Split" is incorporated
herein by reference.
(b) The information contained in the Proxy Statement under the caption
"Special Factors-Alternatives Considered" is incorporated herein by reference.
(c) The information contained in the Proxy Statement under the caption
"Special Factors-Purposes of and Reasons for the Reverse Split" is incorporated
herein by reference.
(d) The information contained in the Proxy Statement under the captions
"Special Factors-Effects of the Reverse Split" and "Special Factors-Material
Federal Income Tax consequences of the Reverse Split" is incorporated herein by
reference.
5
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information contained in the Proxy Statement under the captions
"Special Factors-Purposes of and Reasons for the Merger", "Special
Factors-Alternatives Considered", "Special Factors-Recommendation of the Special
Committee and Board of Directors; Fairness of the Reverse Split" and "Special
Factors-Opinion of Financial Advisor" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
The information contained in the Proxy Statement under the caption "Special
Factors-Opinion of Financial Advisor" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
The information contained in the Proxy Statement under the caption "Additional
Information Regarding the Reverse Split-Source of Funds and Expenses" is
incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information contained in the Proxy Statement under the caption "Item
2. Election of Directors-Securities Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(b) None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
The information contained in the Proxy Statement under the captions "Questions
and Answers" and "Special Factors-Recommendation of the Special Committee and
Board of Directors; Fairness of the Reverse Split" is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information contained in the Proxy Statement under the caption
"Selected Historical Financial Data" is incorporated herein by reference.
Rampart's audited financial statements as of and for the years ending December
31, 2001 and 2002 contained in our Annual Report Report on Form 10-KSB are
incorporated herein by reference. Rampart's unaudited financial statements as
of and for the three-month period ending March 31, 2003 contained in Quarterly
Report on Form 10-QSB are hereby incorporated by reference.
We filed these financial statements with the Securities and Exchange Commission
("SEC") and they can be read and copied at the SEC's public reference room at
450 Fifth Street, N.W., Washington D.C. 20549. Information about the operation
of the SEC's public reference room can be obtained by calling the SEC at
1-800-SEC-0330. The SEC also maintains a Web site that contains information that
6
Rampart files electronically with the SEC, including these financial statements,
which can be accessed over the Internet at http://www.sec.gov. Rampart will
provide a copy of these financial statements at no cost, by writing or
telephoning it at Rampart Capital Corporation, Attention: J. H. Carpenter, 16401
Country Club Drive, Crosby, Texas 77532, (713) 223-4610.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information contained in the Proxy Statement under the caption "Questions
and Answers" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) None.
ITEM 16. EXHIBITS.
(a) Preliminary Proxy Statement, including all appendices thereto
(incorporated herein by reference to Rampart's Preliminary Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on June 26,
2003).
(b) Twelfth Amendment and Restatement of Loan Agreement with Southwest Bank
of Texas, N. A. (incorporated by reference to Exhibit 10.3 to Rampart's Form
10-KSB for the year ending December 31, 2001 filed with the Securities and
Exchange Commission on March 26, 2002).
Thirteen Amendment to Loan Agreement with Southwest Bank of Texas N. A.,
amended March 31, 2002 (incorporated by reference to Exhibit 10.1 to Rampart's
Form 10-QSB for the three months ending March 31, 2002 filed with the Securities
and Exchange Commission on May 15, 2002).
Fourteenth Amendment to Loan Agreement with Southwest Bank of Texas N.A.,
amended March 28, 2003 (incorporated by reference to Exhibit 10.1 to Rampart's
Form 10-QSB for the three months ending March 31, 2003 filed with the Securities
and Exchange Commission on May 15, 2003).
(c) Opinion of Wm. H. Murphy & Co., Inc. (incorporated herein by reference
to Appendix B to Rampart's Preliminary Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on June 26, 2003).
(d), (f) and (g) Not applicable.
7
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: June 26, 2003
RAMPART CAPITAL CORPORATION
By: /s/ J. H. Carpenter
J. H. Carpenter,
President and Chief Operating Officer
/s/ Charles W. Janke
Charles W. Janke
/s/ J. H. Carpenter
J. H. Carpenter
8