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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WEDGESTONE FINANCIAL
(Name of the Issuer)
WEDGESTONE FINANCIAL
JCS MANAGEMENT CO., INC.
PFG CORP.
RAB MANAGEMENT CORP.
JMS HOLDINGS CO., INC.
STOCKWOOD LLC
(Name of Person(s) Filing Statement)
SHARES OF BENEFICIAL INTEREST, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
948900 10 5
(CUSIP Number of Class of Securities)
David L. Sharp
President
Wedgestone Financial
5200 N. Irwindale Avenue, Suite 168
Irwindale, California 91706
818-338-3555
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications Behalf of Person(s) Filing Statement)
WITH COPIES TO:
Kevin L. Crudden
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, Minnesota 55402
This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] 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]
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(a)(2) AND IDENTIFY
THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE
PREVIOUS FILING AND REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE
AND THE DATE OF FILING.
AMOUNT PREVIOUSLY PAID: $1,104.000
FORM OR REGISTRATION NO.: SCHEDULE 13E-4
FILING PARTY: WEDGESTONE FINANCIAL
DATE FILED: FEBRUARY 24, 1998
Exhibit Index is located on Page 10.
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by Wedgestone Financial, a Massachusetts business trust
(the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended and Rule 13e-3 thereunder in connection with the tender offer
by the Company for all of its issued and outstanding shares of beneficial
interest, $1.00 par value (the "SBI") (the "Public Shareholders") upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
April __, 1998 (the "Offer to Purchase") and the related Letter of Transmittal
(which together with the Offer to Purchase constitute the "Offer"), copies of
which are filed as Exhibits (d) (1) and (d) (2) hereto respectively.
The following Cross-Reference Sheet prepared pursuant to General
Instruction F to Schedule 13E-3 shows the location in the Issuer Tender Offer
Statement on Schedule 13E-4 filed by the Company (the "Schedule 13E-4") with the
Securities and Exchange Commission on the date hereof of the information
required to be included in this Schedule 13E-3. The information set forth in
Schedule 13E-4, including all Exhibits thereto, is expressly incorporated herein
by reference as set forth in the Cross-Reference Sheet and the responses in this
Schedule 13E-3, and such responses are qualified in their entirety by reference
to the information contained in the Offer to Purchase and the annexes thereto.
CROSS-REFERENCE SHEET
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 13E-4
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Item 1(a). . . . . . . . . . . . . . . . . . . . . Item 1(a) and (b)
Item 1(b). . . . . . . . . . . . . . . . . . . . . Item 1(b)
Item 1(c). . . . . . . . . . . . . . . . . . . . . Item 1(c)
Item 1(d). . . . . . . . . . . . . . . . . . . . . *
Item 1(e). . . . . . . . . . . . . . . . . . . . . *
Item 1(f). . . . . . . . . . . . . . . . . . . . . *
Item 2(a). . . . . . . . . . . . . . . . . . . . . *
Item 2(b). . . . . . . . . . . . . . . . . . . . . *
Item 2(c). . . . . . . . . . . . . . . . . . . . . *
Item 2(d). . . . . . . . . . . . . . . . . . . . . *
Item 2(e). . . . . . . . . . . . . . . . . . . . . *
Item 2(f). . . . . . . . . . . . . . . . . . . . . *
Item 2(g). . . . . . . . . . . . . . . . . . . . . *
Item 3(a). . . . . . . . . . . . . . . . . . . . . *
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Item 3(b). . . . . . . . . . . . . . . . . . . . . *
Item 4(a). . . . . . . . . . . . . . . . . . . . . *
Item 4(b). . . . . . . . . . . . . . . . . . . . . Item 5
Item 5 . . . . . . . . . . . . . . . . . . . . . . Item 3
Item 6(a). . . . . . . . . . . . . . . . . . . . . Item 2(a)
Item 6(b). . . . . . . . . . . . . . . . . . . . . *
Item 6(c). . . . . . . . . . . . . . . . . . . . . Item 2(b)
Item 6(d). . . . . . . . . . . . . . . . . . . . . *
Item 7(a). . . . . . . . . . . . . . . . . . . . . Item 3
Item 7(b). . . . . . . . . . . . . . . . . . . . . *
Item 7(c). . . . . . . . . . . . . . . . . . . . . *
Item 7(d). . . . . . . . . . . . . . . . . . . . . *
Item 8 . . . . . . . . . . . . . . . . . . . . . . *
Item 9 . . . . . . . . . . . . . . . . . . . . . . *
Item 10(a) . . . . . . . . . . . . . . . . . . . . *
Item 10(b) . . . . . . . . . . . . . . . . . . . . *
Item 11. . . . . . . . . . . . . . . . . . . . . . Item 5
Item 12(a) . . . . . . . . . . . . . . . . . . . . *
Item 12(b) . . . . . . . . . . . . . . . . . . . . *
Item 13. . . . . . . . . . . . . . . . . . . . . . *
Item 14. . . . . . . . . . . . . . . . . . . . . . Item 7
Item 15(a) . . . . . . . . . . . . . . . . . . . . *
Item 15(b) . . . . . . . . . . . . . . . . . . . . Item 6
Item 16. . . . . . . . . . . . . . . . . . . . . . *
Item 17. . . . . . . . . . . . . . . . . . . . . . Item 9
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*The Item is located in Schedule 13E-3 only.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a)-(c) The response to Item 1(a)-(c) of Schedule 13E-4 is incorporated
herein by reference and the information set forth in the Offer to
Purchase under "The Tender Offer -- Section 6. Price Range of
Shares; Dividends" is incorporated herein.
(d) The information set forth in the Offer to Purchase under "The
Tender Offer -- Section 6. Price Range of Shares; Dividends" is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
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ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is filed by the issuer of the equity securities
that are the subject of the Rule 13e-3 transaction. The response
to Item 1(a) of the Schedule 13E-4 is incorporated herein by
reference. The information set forth in Schedule I to the Offer
to Purchase is incorporated herein by reference.
(e)-(f) During the last five years, neither the Company nor, to the best
knowledge of the Company, any trustee or executive officer of the
Company (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
was party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining
further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such
laws.
(g) The citizenship of the trustees and executive officers of the
Company are set forth in Schedule I to the Offer to Purchase and
are incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS AND NEGOTIATIONS.
(a) Not applicable.
(b) The information set forth in the Offer to Purchase under "Special
Factors -- Purpose and Background of the Offer; Certain Effects
of the Offer; Plans of the Company after the Offer" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase on the cover
page thereof and under "Introduction," "Special Factors --
Purpose and Background of the Offer; Certain Effects of the
Offer; Plans of the Company after the Offer," "The Tender Offer
-- Section 1. Terms of the Offer; Expiration Date," "The Tender
Offer -- Section 2. Acceptance for Payment and Payment for
Shares," "The Tender Offer -- Section 3. Procedures for
Accepting the Offer and Tendering Shares," "The Tender Offer --
Section 4. Withdrawal Rights," "The Tender Offer -- Section 9.
Dividends and Distributions," "The Tender Offer -- Section 11.
Certain Conditions of the Offer," "The Tender Offer -- Section
12. Certain Legal Matters and Regulatory Approvals" and "The
Tender Offer -- Section 14. Miscellaneous" is incorporated
herein by reference.
(b) The response to Item 5 of the Schedule 13E-4 is incorporated
herein by reference.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The response to Item 3 of the Schedule 13E-4 is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (c) The response to Item 2 of the Schedule 13E-4 is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase in "Special
Factors -- Fees and Expenses" and "The Tender Offer -- Section
13. Fees and Expenses" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The response to Item 3 of the Schedule 13E-4 is incorporated
herein by reference. The information set forth in the Offer to
Purchase under "Special Factors -- Opinion of Commonwealth
Associates" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Purpose and Background of the
Offer; Certain Effects of the Offer; Plans of the Company after
the Offer" and "Special Factors -- Recommendation of the
Company's Board; Fairness of the Offer," and "Special Factors --
Opinion of Commonwealth Associates," is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Offer to Purchase under "Special
Factors -- Purpose and Background of the Offer; Certain Effects
of the Offer; Plans of the Company after the Offer,"
"Recommendation of the Company's Board; Fairness of the Offer,"
"Special Factors -- Opinion of Commonwealth Associates," "The
Tender Offer -- Section 8. Financing the Offer" and in
Schedule II is incorporated by reference herein.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Beneficial Ownership of SBI" and Schedule I is
incorporated herein by reference.
(b) Not applicable.
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The response to Item 5 of the Schedule 13E-4 is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," "Special Factors -- Purpose and Background of the
Offer; Certain Effect of the Offer; Plans of the Company after
the Offer," "Special Factors -- Recommendation of the Company's
Board; Fairness of the Offer," "Special Factors -- Interests of
Certain Persons in the Offer and the Merger" and "Special Factors
-- Beneficial Ownership of SBI" is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Rights of Shareholders in the Event of Merger" and in
Schedule III is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Offer to Purchase under "The
Tender Offer -- Section 7. Certain Information Concerning the
Company" is incorporated herein by reference.
In addition, the Company's audited financial statements as of
December 31, 1997 and December 31, 1996 and for each of the three
years in the period ended December 31, 1997 are included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1997 which is attached to the Offer to Purchase as Schedule
IV and incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and "The
Tender Offer -- Section 7. Certain Information Concerning the
Company," is incorporated herein by reference.
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Offer to Purchase under "Special
Factors -- Purpose and Background of the Offer; Certain Effects
of the Offer; Plans of the Company after the Offer," "Special
Factors -- Recommendation of the Company's Board; Fairness of the
Offer and Merger," "The Tender Offer -- Section 8. Financing of
the Offer and the Merger," and "The Tender Offer -- Section 10.
Effect of the Offer on the Market for the Shares; Nasdaq
Quotation and Exchange Act Registration" is incorporated herein
by reference.
(b) The response to Item 6 of the Schedule 13E-4 is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The response to Item 8(e) of the Schedule 13E-4 is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Commitment Letter between the Company and The CIT Group/Credit
Finance, Inc. dated February 18, 1998.
(b)(1) Opinion of Commonwealth Associates dated January 30, 1998.
(b)(2) Report of Commonwealth Associates dated January 30, 1998.
(d)(1) Form of the Offer to Purchase dated April __, 1998.
(d)(2) Form of the Letter of Transmittal.
(d)(3) Form of Notice of Guaranteed Delivery.
(d)(4) Form of Letter from Innisfree M&A Incorporated to Brokers,
Dealers, Commercial Banks, Trust Companies and Nominees to
Clients.
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.
(d)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(d)(7) Press Release issued by the Company on February 9, 1998.
(e) Summary of Shareholder Appraisal Rights and Sections 85-98 of the
Massachusetts Business Corporation Law.
(f) Independent Auditor's Consent.
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(f) 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.
Dated: April 15, 1998
WEDGESTONE FINANCIAL
By: /s/ David L. Sharp
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Name: David L. Sharp
Title: President
JCS MANAGEMENT CO., INC.
By: /s/ John C. Shaw
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Name: John C. Shaw
Title: President
PFG CORP.
By: /s/ James J. Pinto
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Name: James J. Pinto
Title: President
RAB MANAGEMENT CORP.
By: /s/ Richard A. Bartlett
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Name: Richard A. Bartlett
Title: President
JMS HOLDINGS CO., INC.
By: /s/ Jerry M. Seslowe
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Name: Jerry M. Seslowe
Title: President
STOCKWOOD LLC
By: /s/ John C. Shaw
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Name: John C. Shaw
Title: Manager
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EXHIBIT INDEX
PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. SYSTEM
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(a) Commitment Letter between
the Company and The CIT GRoup/Credit Finance, Inc.
dated February 18, 1998(1)
(b)(1) Opinion of Commonwealth Associates dated January 30, 1998* . . . .
(b)(2) Report of Commonwealth Associates dated January 30 , 1998. . . . .
(d)(1) Form of the Offer to Purchase dated April __, 1998 . . . . . . . .
(d)(2) Form of the Letter of Transmittal(1)
(d)(3) Form of Notice of Guaranteed Delivery(1)
(d)(4) Form of Letter from Innisfree M&A Incorporated to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees to Clients(1)
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients(1)
(d)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9(1)
(d)(7) Press Release issued by the Company on February 9, 1998(1)
(e) Summary of Shareholder Appraisal Rights and Sections 85-98 of the
Massachusetts Business Corporation Law** . . . . . . . . . . . . .
(f) Independent Auditor's Consent . . . . . . .. . . . . . . . . . . .
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* Attached to Form of the Offer to Purchase dated April__, 1998 as
Schedule II.
** Attached to Form of the Offer to Purchase dated April__, 1998 as
Schedule III.
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(1) Previously filed.
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