SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
Schedule 13E-3
Rule 13E-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
SWISHER INTERNATIONAL GROUP INC.
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(Name of the Issuer)
SWISHER INTERNATIONAL GROUP INC.
SIGI ACQUISITION CORPORATION
HAY ISLAND HOLDING CORPORATION
WILLIAM ZIEGLER, III
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(Name of Person(s) Filing Statement)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
870809 10 0
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(CUSIP Number of Class of Securities)
Blake T. Newton, III, Esq.
Executive Vice President and General Counsel
Swisher International Group Inc.
20 Thorndal Circle
Darien, Connecticut 06820
(203) 656-8000
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(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copy to:
Michael J. Moriarty, Esq.
Schnader Harrison Segal & Lewis LLP
330 Madison Avenue
New York, New York 10017
(212) 973-8144
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 solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
SCHEDULE 13E-3
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$54,893,850 $10,978.77
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of approximately 5,778,300 shares of Class A Common Stock
of Swisher International Group Inc. at $9.50 per share, net in cash. The amount
of the filing fee, calculated in accordance with Regulation 240.0-11 promulgated
under the Securities Exchange Act of 1934, as amended, equals 1/50 of one
percent of the value of the maximum number of shares proposed to be purchased as
described in the Proxy Statement. /x/ 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 date of its filing.
The entire filing fee was paid in connection with the original filing
of the Schedule 13E-3 on January 29, 1999.
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SCHEDULE 13E-3
This Amendment No. 4 ("Amendment No. 4") to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Original Schedule 13E-3" and, as amended
hereby, this "Schedule 13E-3"), filed on January 29, 1999, as amended by
Amendment No. 1 thereto, filed on March 17, 1999 ("Amendment No. 1"), Amendment
No. 2 thereto, filed on April 29, 1999, and Amendment No. 3 thereto, filed on
May 13, 1999 ("Amendment No. 3"), pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended, relates to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of December 9, 1998, by and among Swisher
International Group Inc., a Delaware corporation (the "Company"), SIGI
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
the Company ("Newco"), and Hay Island Holding Corporation, a Delaware
corporation (the "Class B Holder"), pursuant to which the Company will merge
with and into Newco (the "Merger") upon the terms and conditions of the Merger
Agreement, whereupon shares of the Company's Class A Common Stock (the "Class A
Shares") will be converted into the right to receive $9.50 in cash, without
interest, for each such Class A Share (the "Class A Merger Consideration") and
the Company's 28,100,000 outstanding shares of Class B Common Stock (the "Class
B Shares") will be converted into 2,810 newly-issued shares (the "Newco Common
Stock"), par value $0.01 per share, of Newco (the "Class B Merger
Consideration," and together with the Class A Merger Consideration, sometimes
hereinafter referred to collectively as the "Merger Consideration"). After the
consummation of the Merger, Newco, as the surviving corporation, will conduct
the business of the Company in the name of the Company. Upon consummation of the
Merger, William Ziegler, III, through his control of the Class B Holder, will
control all of the outstanding Newco Common Stock (representing all of the
voting power and equity interest in Newco).
On May 13, 1999, the Company filed with the Securities and Exchange
Commission a definitive proxy statement on Schedule 14A under the Securities
Exchange Act of 1934, as amended (together with all appendices thereto, the
"Proxy Statement"), relating to a special meeting of stockholders of the
Company. At such meeting, the Company's stockholders will vote upon a proposal
to approve the Merger Agreement and the transactions contemplated thereby. A
copy of the Proxy Statement is attached hereto as Exhibit 17(d) and a copy of
the Merger Agreement is attached as Appendix A to the Proxy Statement.
The following responses and cross-references are supplied pursuant to
General Instruction F to Schedule 13E-3 and show the locations in the Proxy
Statement (including all appendices thereto) of the information required to be
included in response to the items of this Schedule 13E-3. The information in the
Proxy Statement, including all appendices thereto, is hereby expressly
incorporated herein by reference and the responses to each item of this Schedule
13E-3 are qualified in their entirety by the provisions of the Proxy Statement.
This Amendment No. 4 is filed by the Company, Newco, the Class B Holder and
William Ziegler, III to file Exhibit 17(d).
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SCHEDULE 13E-3
CROSS REFERENCE SHEET REQUIRED PURSUANT TO
GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3
ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
- ---------------------- --------------------------
Item 1(a) --
Item 1(b) --
Item 1(c), (d) and (f) THE MERGER AND THE MERGER
AGREEMENT--Market Price Information;
Dividends; Repurchases of Class A
Shares
Item 1(e) The PARTIES--The Company
Item 2(a), (c), (d), (e), (f) and (g) THE PARTIES--The Company--Directors
and Executive Officers of the Company
and Newco
Item 2(b) THE PARTIES--The Company--Certain
Relationships and Related
Transactions, and--Security Ownership
Item 3(a)(1) THE MERGER AND THE MERGER AGREEMENT
--Market Price Information; Dividends;
Repurchases of Class A Shares
Item 3(a)(2) SUMMARY--Special Factors, SPECIAL
FACTORS--Purpose, Background and
Effects of the Merger and THE
PARTIES--The Company--Certain
Relationships and Related Transactions
Item 3(b) SUMMARY-Special Factors, SPECIAL
FACTORS--Purpose, Background and
Effects of the Merger and THE PARTIES
--The Company--Certain Relationships
and Related Transactions
Item 4(a) SUMMARY--The Special Meeting and--The
Merger, INFORMATION CONCERNING THE
SPECIAL MEETING--Purpose of the
Special Meeting, SPECIAL FACTORS
--Purpose,
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ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
- ---------------------- --------------------------
Background and Effects of the Merger,
and--Certain Effects of the Merger,
and THE MERGER AND THE MERGER
AGREEMENT
Item 4(b) SUMMARY--The Special Meeting,--Special
Factors and--The Merger, INFORMATION
CONCERNING THE SPECIAL MEETING--
Purpose of the Special Meeting,
SPECIAL FACTORS--Purpose, Background
and Effects of the Merger,--Certain
Effects of the Merger and-- Interest
of Certain Persons in the Merger;
Treatment of Certain Class A Shares
and Options, and THE MERGER AND THE
MERGER AGREEMENT
Item 5(a), (b) and (c) Not Applicable
Item 5(d) and (e) SUMMARY--Special Factors, SPECIAL
FACTORS--Certain Effects of the Merger
and--Plans for the Company After the
Merger, THE MERGER AND THE MERGER
AGREEMENT--Financing of the Merger
and Description of New Credit
Facility,--Fees and Expenses,--Market
Price Information; Dividends;
Repurchases of Class A Shares and THE
PARTIES--The Company --Selected
Financial Data, Management's
Discussion and Analysis of Financial
Condition and Results of Operations
and--Certain Financial Projections of
the Company and OTHER MATTERS--
Financial Statements
Item 5(f) and (g) SUMMARY--Special Factors--Purpose,
Background and Effects of the Merger,
SPECIAL FACTORS--Purpose, Background
and Effects of the Merger, and
--Certain Effects of the Merger
Item 6(a)-(c) SUMMARY--Special Factors--Financing of
the Merger and Description of New
Credit Facility, THE MERGER AND THE
MERGER AGREEMENT--Fees and Expenses
and THE PARTIES--The Company--
Management's Discussion and Analysis
of Financial Condition and Result of
Operations
Item 6(d) Not Applicable
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ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
- ---------------------- --------------------------
Item 7(a)-(c) SUMMARY--Special Factors, SPECIAL
FACTORS--Purpose, Background and
Effects of the Merger and
--Recommendation of the Special
Committee and the Board of Directors;
Fairness of the Merger
Item 7(d) SUMMARY--Special Factors, SPECIAL
FACTORS--Purpose, Background and
Effects of the Merger, --Certain
Effects of the Merger,
--Recommendation of the Special
Committee and the Board of Directors;
Fairness of the Merger, and --Plans
for the Company After the Merger, and
THE MERGER AND THE MERGER AGREEMENT--
Merger Consideration, --Transfer of
Common Shares, --Delaware Statutory
Appraisal Rights and --Federal Income
Tax Consequences
Item 8(a) SUMMARY--Special Factors, SPECIAL
FACTORS--Recommendation of the Special
Committee and the Board of Directors;
Fairness of the Merger and
--Engagement by the Special Committee
and Opinion of PaineWebber
Item 8(b) SUMMARY--Special Factors, SPECIAL
FACTORS--Recommendation of the Special
Committee and the Board of Directors;
Fairness of the Merger and
--Engagement by the Special Committee
and Opinion of PaineWebber
Item 8(c) SUMMARY--The Special Meeting,--Special
Factors and--The Merger, INFORMATION
CONCERNING THE SPECIAL MEETING--Vote
Required; Certain Common Shares Voting
in Favor of the Merger, SPECIAL
FACTORS--Recommendation of the
Special Committee and the Board of
Directors; Fairness of the Merger,
--Engagement by the Special Committee
and Opinion of PaineWebber, and THE
MERGER AND THE MERGER AGREEMENT
Item 8(d) and (e) SUMMARY--Special Factors, SPECIAL
FACTORS--Purpose, Background and
Effects of the Merger and
--Recommendation of the Special
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ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
- ---------------------- --------------------------
Committee and the Board of Directors;
Fairness of the Merger
Item 8(f) Not Applicable
Item 9(a) and (b) SUMMARY--Special Factors, SPECIAL
FACTORS--Purpose, Background and
Effects of the Merger, and
--Recommendation of the Special
Committee and the Board of Directors;
Fairness of the Merger and
--Engagement by the Special Committee
and Opinion of PaineWebber
Item 9(c) --
Item 10(a) SUMMARY--The Special Meeting--Voting
on the Merger and the Merger
Agreement, INFORMATION CONCERNING THE
SPECIAL MEETING--Vote Required;
Certain Common Shares Voting in Favor
of the Merger and THE PARTIES--The
Company-Certain Relationships and
Related Transactions, and --Security
Ownership
Item 10(b) THE PARTIES--The Company--Certain
Transactions in the Class A Shares
Item 11 SPECIAL FACTORS--Interest of Certain
Persons in the Merger; Treatment of
Certain Class A Shares and Options
Item 12(a) and (b) SPECIAL FACTORS--Interest of Certain
Persons in the Merger; Treatment of
Certain Class A Shares and Options and
INFORMATION CONCERNING THE SPECIAL
MEETING--Vote Required; Certain Common
Shares Voting in Favor of the Merger
Item 13(a) SUMMARY--The Merger--Appraisal Rights,
THE MERGER AND THE MERGER AGREEMENT--
Delaware Statutory Appraisal Rights
Item 13(b) INFORMATION CONCERNING THE SPECIAL
MEETING--Record Date; Quorum;
Outstanding Common Shares Entitled to
Vote
Item 13(c) Not Applicable
Item 14(a)(1) THE PARTIES--The Company--Selected
Financial Data and OTHER MATTERS--
Financial Statements and --Where You
Can Find More Information
Item 14(a)(2) Not Applicable
Item 14(a)(3) Appendix D of the Proxy Statement
Item 14(a)(4) THE PARTIES--The Company--Selected
Financial Data
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ITEM IN SCHEDULE 13E-3 CAPTION IN PROXY STATEMENT
- ---------------------- --------------------------
Item 14(b)(1) THE PARTIES--The Company--Selected
Financial Data and OTHER MATTERS--
Financial Statements and--Where You
Can Find More Information
Item 14(b)(2) THE PARTIES--The Company--Selected
Financial Data and OTHER MATTERS--
Financial Statements and--Where You
Can Find More Information and Appendix
D of the Proxy Statement
Item 14(b)(3) THE PARTIES--The Company--Selected
Financial Data
Item 15(a) and (b) SPECIAL FACTORS--Purpose, Background
and Effects of the Merger, and
INFORMATION CONCERNING THE SPECIAL
MEETING--Proxy Solicitation
Item 16 Additional information set forth in
the Proxy Statement is incorporated
herein by reference
Item 17(a) Form of Credit Agreement among Swisher
International, Inc., Newco, the
Company, the Bank of Nova Scotia,
Credit Lyonnais, New York Branch, The
Chase Manhattan Bank, BankBoston,
N.A., and the other parties signatory
thereto.
Item 17(b)(1) Opinion of PaineWebber (incorporated
by reference to Appendix B to the
Proxy Statement)
Item 17(b)(2) Presentation materials prepared by
PaineWebber Incorporated in connection
with providing its opinion to the
Special Committee on December 9, 1998
in connection with the Merger.
Item 17(b)(3) Presentation materials prepared by
Wasserstein Perella & Co. in
connection with its engagement by the
Company in connection with the Merger.
Item 17(c)(1) Agreement and Plan of Merger, dated as
of December 9, 1998, among Swisher
International Group Inc., SIGI
Acquisition Corporation and Hay Island
Holding Corporation (incorporated by
reference to Appendix A to the Proxy
Statement)
Item 17(c)(2) Memorandum of Understanding, dated as
of April 26, 1999, among the plantiffs
in the Stockholder Actions (as defined
in the Proxy Statement), the Company,
the members of the Company's Board of
Directors, the Class B Holder and
Newco providing for the settlement
of the Stockholder Actions.
Item 17(d) Proxy Statement
Item 17(e) Section 262 of the Delaware General
Corporation Law (incorporated by
reference to Appendix C to the Proxy
Statement)
Item 17(f) Not Applicable
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SCHEDULE 13E-3
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the Issuer is Swisher International Group Inc., a
Delaware corporation, and the address of its principal executive office is 20
Thorndal Circle, Darien, Connecticut 06820.
(b) As of December 31, 1998, there were 5,778,300 Class A Shares
outstanding, held by approximately 4,600 stockholders, of whom 62 are holders of
record.
(c), (d) and (f) The information included in the section of the Proxy
Statement captioned "THE MERGER AND THE MERGER AGREEMENT--Market Price
Information; Dividends; Repurchases of Class A Shares" is incorporated herein by
reference.
(e) The information included in the section of the Proxy Statement
captioned "THE PARTIES--The Company" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Transaction Statement is being jointly filed by the Company (the
issuer of the Class A Shares), Newco (which was formed for the purpose of
effecting the Merger), the Class B Holder and William Ziegler, III ("Mr.
Ziegler"). Mr. Ziegler is the direct or indirect controlling person of each of
the Company, Newco and Hay Island. Each of the Company, Newco and the Class B
Holder is a Delaware corporation. The principal executive offices of each of the
Company, Newco and the Class B Holder are located at 20 Thorndal Circle, Darien,
Connecticut 06820.
(a), (c), (d), (e), (f) and (g). The information included in the
section of the Proxy Statement captioned "THE PARTIES--The Company--Directors
and Executive Officers of the Company and Newco" is incorporated herein by
reference. None of Mr. Ziegler, the Company, Newco, the Class B Holder or any of
their respective executive officers or directors has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding before any court or
administrative body of competent jurisdiction that resulted in a judgment,
decree or final order finding any violation of federal or state securities laws
or enjoining further violations of, or prohibiting activities subject to, any
such law.
(b) Unless otherwise noted in the Proxy Statement under the sections
captioned "THE PARTIES--The Company--Certain Relationships and Related
Transactions, and --Security Ownership" (which is incorporated herein by
reference), the business address of Mr. Ziegler and the respective officers and
directors of each of the Company, Newco and the Class B Holder is Swisher
International Group Inc., 20 Thorndal Circle, Darien, Connecticut 06820.
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SCHEDULE 13E-3
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The relevant information included in the sections of the Proxy
Statement captioned "THE MERGER AND THE MERGER AGREEMENT--Market Price
Information; Dividends; Repurchases of Class A Shares" is incorporated herein by
reference.
(a)(2) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Purpose,
Background and Effects of the Merger" and "THE PARTIES--The Company--Certain
Relationships and Related Transactions" is incorporated herein by reference.
(b) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Purpose,
Background and Effects of the Merger" and "THE PARTIES--The Company--Certain
Relationships and Related Transactions" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--The Special Meeting and --The Merger,"
"INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of the Special Meeting,"
"SPECIAL FACTORS--Purpose, Background and Effects of the Merger, and --Certain
Effects of the Merger," and "THE MERGER AND THE MERGER AGREEMENT" is
incorporated herein by reference.
(b) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--The Special Meeting, --Special Factors and --The
Merger," "INFORMATION CONCERNING THE SPECIAL MEETING--Purpose of the Special
Meeting," "SPECIAL FACTORS--Purpose, Background and Effects of the Merger,
- --Certain Effects of the Merger and --Interest of Certain Persons in the Merger;
Treatment of Certain Class A Shares and Options," and "THE MERGER AND THE MERGER
AGREEMENT" is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a), (b) and (c) Not applicable.
(d) and (e) The relevant information included in the sections of the
Proxy Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Certain
Effects of the Merger and --Plans for the Company After the Merger," "THE MERGER
AND THE MERGER AGREEMENT--Financing of the Merger and Description of New Credit
Facility, --Fees and Expenses, --Market Price Information; Dividends;
Repurchases of Class A
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SCHEDULE 13E-3
Shares" and "THE PARTIES--The Company--Selected Financial Data, Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
- --Certain Financial Projections of the Company," and "OTHER MATTERS--Financial
Statements" is incorporated herein by reference.
(f) and (g) The relevant information included in the sections of the
Proxy Statement captioned "SUMMARY--Special Factors--Purpose, Background and
Effects of the Merger," "SPECIAL FACTORS--Purpose, Background and Effects of the
Merger, and --Certain Effects of the Merger" is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--Special Factors--Financing of the Merger and
Description of New Credit Facility," "THE MERGER AND THE MERGER AGREEMENT--Fees
and Expenses" and "THE PARTIES--The Company--Management's Discussion and
Analysis of Financial Condition and Results of Operations" is incorporated
herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The relevant information included in the sections of the
Proxy Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Purpose,
Background and Effects of the Merger and --Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger" is incorporated
herein by reference.
(d) The relevant information included in the following captioned
sections of the Proxy Statement is incorporated herein by reference:
"SUMMARY--Special Factors," "SPECIAL FACTORS--Purpose, Background and Effects of
the Merger, --Certain Effects of the Merger, --Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger, and --Plans for
the Company After the Merger," and "THE MERGER AND THE MERGER AGREEMENT--Merger
Consideration, --Transfer of Common Shares, --Delaware Statutory Appraisal
Rights and --Federal Income Tax Consequences."
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SCHEDULE 13E-3
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The relevant information included in the section of the Proxy
Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Recommendation
of the Special Committee and the Board of Directors; Fairness of the Merger and
- --Engagement by the Special Committee and Opinion of PaineWebber" is
incorporated herein by reference.
The Class B Holder, Newco and Mr. Ziegler expressly adopt the analysis
and conclusion of the Company that the terms of the Merger and the Merger
Agreement are fair to the Company and all of its stockholders (including the
Class A Holders).
(b) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Recommendation
of the Special Committee and the Board of Directors; Fairness of the Merger and
- --Engagement by the Special Committee and Opinion of PaineWebber" sets forth the
factors considered by the Company, the Class B Holder, Newco and Mr. Ziegler in
determining that the terms of the Merger Agreement are fair to all of the
stockholders of the Company (including the Class A Holders) and is incorporated
herein by reference.
(c) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--The Special Meeting, --Special Factors and --The
Merger," "INFORMATION CONCERNING THE SPECIAL MEETING--Vote Required; Certain
Common Shares Voting in Favor of the Merger," "SPECIAL FACTORS--Recommendation
of the Special Committee and the Board of Directors; Fairness of the Merger,
- --Engagement by the Special Committee and Opinion of PaineWebber," and "THE
MERGER AND THE MERGER AGREEMENT" is incorporated herein by reference.
(d) and (e) The relevant information included in the sections of the
Proxy Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Purpose,
Background and Effects of the Merger and --Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger" is incorporated
herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) and (b) The relevant information included in the sections of the
Proxy Statement captioned "SUMMARY--Special Factors," "SPECIAL FACTORS--Purpose,
Background and Effects of the Merger, and --Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger" and --Engagement
by the Special Committee and Opinion of PaineWebber" is incorporated herein by
reference. Except as otherwise described in such sections, other than its
engagement by the Special Committee of the Board of Directors in connection with
the Merger, PaineWebber has not had any material relationship with the Company,
Newco, the Class B Holder or their respective affiliates during the past two
years.
(c) A copy of the opinion of PaineWebber is filed herewith as Exhibit
17(b). Such opinion shall also be made available for inspection and copying
during regular business hours at the principal executive offices of the Company
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SCHEDULE 13E-3
by any interested holder of Common Shares or by the representative of any such
holder who has been so designated in writing.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The relevant information included in the section of the Proxy
Statement captioned "SUMMARY--The Special Meeting--Voting on the Merger and the
Merger Agreement," "INFORMATION CONCERNING THE SPECIAL MEETING--Vote Required;
Certain Common Shares Voting in Favor of the Merger" and "THE PARTIES--The
Company--Certain Relationships and Related Transactions, and --Security
Ownership" is incorporated herein by reference.
(b) The relevant information included in the section of the Proxy
Statement captioned "THE PARTIES--The Company--Certain Transactions in the Class
A Shares" is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The relevant information included in the section of the Proxy Statement
captioned "SPECIAL FACTORS--Interest of Certain Persons in the Merger; Treatment
of Certain Class A Shares and Options" is incorporated herein by reference.
A copy of the Memorandum of Understanding providing for the settlement
of the Stockholder Actions was filed with Amendment No. 3 as Exhbit 17(c)(2).
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS
WITH REGARD TO THE TRANSACTION.
(a) and (b) The relevant information included in the section of the
Proxy Statement captioned "SPECIAL FACTORS--Interest of Certain Persons in the
Merger; Treatment of Certain Class A Shares and Options" and "INFORMATION
CONCERNING THE SPECIAL MEETING--Vote Required; Certain Common Shares Voting in
Favor of the Merger" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The relevant information included in the sections of the Proxy
Statement captioned "SUMMARY--The Merger--Appraisal Rights," "THE MERGER AND THE
MERGER AGREEMENT--Delaware Statutory Appraisal Rights" and Appendix C to the
Proxy Statement is incorporated herein by reference.
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SCHEDULE 13E-3
(b) The relevant information included in the section of the Proxy
Statement captioned "INFORMATION CONCERNING THE SPECIAL MEETING--Record Date;
Quorum; Outstanding Common Shares Entitled to Vote" is incorporated herein by
reference.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1) The relevant information included in the sections of the
Proxy Statement captioned "THE PARTIES--The Company--Selected Financial Data"
and "OTHER MATTERS--Financial Statements and--Where You Can Find More
Information" is incorporated herein by reference.
(a)(2) Not applicable, as the year-to-date income statements are
incorporated into the audited financial statements set forth in subsection
(a)(1) hereof.
(a)(3) The relevant information included in the section of the Proxy
Statement captioned "Appendix D" is incorporated herein by reference.
(a)(4) The relevant information included in the section of the Proxy
Statement captioned "THE PARTIES--The Company--Selected Financial Data" is
incorporated herein by reference.
(b)(1) The relevant information included in the sections of the
Proxy Statement captioned "THE PARTIES--The Company--Selected Financial Data"
and "OTHER MATTERS--Financial Statements and--Where You Can Find More
Information" is incorporated herein by reference.
(b)(2) The relevant information included in the sections of the
Proxy Statement captioned "THE PARTIES--The Company--Selected Financial Data"
and "OTHER MATTERS--Financial Statements and--Where You Can Find More
Information" and "Appendix D" is incorporated herein by reference.
(b)(3) The relevant information included in the sections of the Proxy
Statement captioned "THE PARTIES--The Company--Selected Financial Data" is
incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The relevant information included in the sections of the
Proxy Statement captioned "SPECIAL FACTORS--Purpose, Background and Effects of
the Merger," and "INFORMATION CONCERNING THE SPECIAL MEETING--Proxy
Solicitation" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Merger, and the Company, Newco
and the Class B Holder, is set forth in the Proxy Statement attached hereto as
Exhibit 17(d) and which is incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
The Exhibit Index set forth on page 16 of this Transaction Statement is
incorporated herein by reference.
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SCHEDULE 13E-3
After due inquiry and to the best of my knowledge and belief,
I certify that the information in this statement is true, complete and correct.
Dated: May 14, 1999
SWISHER INTERNATIONAL GROUP INC.
By: /s/ William Ziegler, III
--------------------------------------
Name: William Ziegler, III
Title: Chairman of the Board and Chief
Executive Officer
SIGI ACQUISITION CORPORATION
By: /s/ William T. Ziegler
--------------------------------------
Name: William T. Ziegler
Title: President
HAY ISLAND HOLDING CORPORATION
By: /s/ William Ziegler, III
--------------------------------------
Name: William Ziegler, III
Title: Chairman of the Board
/s/ William Ziegler, III
--------------------------------------
WILLIAM ZIEGLER, III, individually
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SCHEDULE 13E-3
SWISHER INTERNATIONAL GROUP INC.
SIGI ACQUISITION CORPORATION
HAY ISLAND HOLDING CORPORATION
SCHEDULE 13E-3
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- -------------------------------------------------------------------
17(a) Form of Credit Agreement among Swisher International, Inc.,
Newco, the Company, the Bank of Nova Scotia, Credit Lyonnais, New
York Branch, The Chase Manhattan Bank, BankBoston, N.A., and the
other parties signatory thereto.***
17(b)(1) Opinion of PaineWebber (incorporated by reference to Appendix B to
the Proxy Statement)*.
17(b)(2) Presentation materials prepared by PaineWebber Incorporated in
connection with providing its opinion to the Special Committee on
December 9, 1998.**
17(b)(3) Presentation materials prepared by Wasserstein Perella & Co. in
connection with its engagement by the Company in connection with
the Merger.**
17(c)(1) Agreement and Plan of Merger, dated as of December 9, 1998, among
Swisher International Group Inc., SIGI Acquisition Corporation and
Hay Island Holding Corporation (incorporated by reference to
Appendix A to the Proxy Statement)*.
17(c)(2) Memorandum of Understanding, dated as of April 26, 1999, among the
plaintiffs in the Stockholder Actions, the Company, the members of
the Company's Board of Directors, the Class B Holder and Newco.***
17(d) Proxy Statement+
17(e) Section 262 of the Delaware General Corporation Law
(incorporated by reference to Appendix C to the Proxy
Statement)*.
17(f) Not applicable.
* Filed with the Original Schedule 13E-3.
** Filed with Amendment No. 1.
*** Filed with Amendment No. 3.
+ Filed herewith.
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