SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
(Final Amendment)
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.
(as successor-in-interest to 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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INTRODUCTION
This Amendment No. 5 is the final amendment (the "Final Amendment") to
the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Transaction
Statement") filed pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the "Act"), relating 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 the then wholly-owned
subsidiary of the Company "Newco"), and Hay Island Holding Corporation, a
Delaware corporation (the "Class B Holder"). All information set forth below
should be read in connection with the information contained or incorporated by
reference in the Transaction Statement as previously amended. Unless otherwise
indicated, capitalized terms used and not defined herein have the respective
meanings ascribed thereto in the Company's Definitive Proxy Statement, dated May
14, 1999 (the "Definitive Proxy Statement"), a copy of the which was previously
filed as exhibit 17(d) to the Transaction Statement.
On June 14, 1998, the Company merged with and into Newco (the "Merger")
upon the terms and conditions of the Merger Agreement, whereupon each share of
the Company's Class A Common Stock (the "Class A Shares") was converted into the
right to receive $9.50 in cash, without interest, and the Company's 28,100,000
outstanding shares of Class B Common Stock (the "Class B shares") were converted
into 2,810 newly-issued shares of common stock, par value $0.01 per share, of
Newco (the "Newco Common Stock"). Newco was the surviving corporation and is
conducting the business of the Company in the name of the Company. Since the
effective time of the Merger (the "Effective Time"), William Ziegler, III,
through his control of the Class B Holder, controls all of the outstanding Newco
Common Stock (representing all of the voting power and equity interest in
Newco.)
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1 of the Transaction Statement is hereby amended and
supplemented as follows:
(c) Upon the Effective Time, the Class A Shares ceased to be
qualified for listing on the New York Stock Exchange and became eligible for
termination of registration pursuant to the Rules and Regulations under the Act.
On June 16, 1999, the Company filed with the Securities and Exchange
Commission (the "SEC") a Form 15 with respect to the termination of registration
of the Class A Shares and the suspension of the Company's duty to comply with
the reporting requirements of the Act.
(f) The Introduction to the Final Amendment to the Transaction
Statement is incorporated herein by reference.
[/R]
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of the Transaction Statement is hereby amended and
supplemented as follows:
(a) The Merger was consummated by the filing of a Certificate
Merger with the Secretary of State of the State of Delaware of June 14, 1999.
(c) At the Effective Time, the existing members of the Board of
Directors of the Company became the members of the Board of Directors of Newco.
(f); (g) On June 16, 1999, after the consummation of the Merger,
the Company filed with the SEC a Form 15 with respect to the termination of
registration of the Class A Shares and suspension of the Company's duty to
comply with the reporting requirements of the Act.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Item 6 of the Transaction Statement is hereby amended and
supplemented as follows:
(a); (c) The Company, Newco, Swisher Internation, Inc., the Bank of
Nova Scotia, Credit Lyonnais, New York Branch, The Chase Manhattan Bank,
BankBoston, N.A. and certain other parties entered into that certain Credit
Agreement, dated as of June 14, 1999 (the "Credit Agreement"), providing for a
$75 million five-year term loan and a $125 million five-year revolving credit
facility, substantially in accordance with the terms described under "THE MERGER
AND THE MERGER AGREEMENT -- Financing of the Merger and Description of New
Credit Facility" of the Definitive Proxy Statement. A copy of the Credit
Agreement is filed herewith as Exhibit 17(a).
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 of the Transaction Statement is amended and
supplemented as follows:
(d) The Introduction to this Final Amendment to the Transaction
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Transaction Statement is hereby amended and
supplemented as follows:
(a); (b) The Introduction to the Final Amendment to the Transaction
Statement is hereby incorporated herein by reference.
[/R]
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
The Exhibit Index set forth on page 7 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: June 17, 1999
SWISHER INTERNATIONAL GROUP INC. (as
successor-in-interest to
SIGI ACQUISITION CORPORATION)
By: /s/ William Ziegler, III
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Name: William Ziegler, III
Title: Chairman of the Board and Chief
Executive Officer
HAY ISLAND HOLDING CORPORATION
By: /s/ William Ziegler, III
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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.
(as successor-in-interest to SIGI ACQUISITION CORPORATION)
HAY ISLAND HOLDING CORPORATION
WILLIAM ZIEGLER, III
SCHEDULE 13E-3
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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17(a) Credit Agreement, dated as of June 14, 1999, 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.
99.1 Press Release, dated June 14, 1999.+
+ Filed herewith.
* Previously filed.
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