SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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CAMBRIDGE HOLDINGS, LTD.
(NAME OF ISSUER)
CAMBRIDGE HOLDINGS, LTD.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.025 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
132198201
(CUSIP NUMBER OF CLASS OF SECURITIES)
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GREGORY PUSEY,
PRESIDENT
CAMBRIDGE HOLDINGS, LTD.
1722 BUFFEHR CREEK ROAD
VAIL, COLORADO 81657
(970) 479-2800
COPY TO:
ROBERT M. BEARMAN
BEARMAN TALESNICK & CLOWDUS PROFESSIONAL CORPORATION
1200 SEVENTEENTH STREET, SUITE 2600
DENVER, COLORADO 80202-5826
(303) 572-6500
NOVEMBER 24, 1998
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
a. [ ] The filing of solicitation materials or an information
statement subject to Registration 14A [17 CFR 240.14a-1 to
240.14b. Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or
Rule 13e-3(c) [Section 240.13e-3(c) under the Securities
Exchange Act of 1933.
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: [ ]
CALCULATION OF FILING FEE
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AMOUNT OF
TRANSACTION VALUATION* FILING FEE**
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$540,000 $108.00
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* Assumes purchase of 1,200,000 Shares of Common Stock at $0.45 per
share.
** Calculated based on the transaction valuation multiplied by
one-fiftieth of one percent.
[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 the date of its filing.
Amount Previously Paid: $180 Filing Party: Cambridge Holdings, Ltd.
Form or Registration No.: Schedule 13E-4 Date Filed: November 24, 1998
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INTRODUCTION
This Rule 13E-3 Transaction Statement (the "Schedule 13E-3") relates to an
offer by Cambridge Holdings, Ltd. (the "Company") to purchase up to 1,200,000
shares of its $.025 par value common stock (the "Shares") at $0.45 per Share,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 25, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal (the "Letter of Transmittal") and, together
with the Offer to Purchase, the "Offer," copies of which are filed as
Exhibits A and B, respectively, to the Issuer Tender Offer Statement on
Schedule 13E-4 (the "Schedule 13E-4") filed by the Company with the
Securities and Exchange Commission on the date hereof. This Schedule 13E-3 is
being filed by the Company.
This Schedule 13E-3 is being filed based on the Company's understanding that
the SEC's staff interprets Rules 13e-3(a)(3)(ii)(A) to require the filing of
a Schedule 13E-3 whenever there is a possibility that an issuer tender offer
could cause a class of equity securities of the issuer which is subject to
Section 12(g) or 15(c) of the Exchange Act to be held of record by less than
300 persons. The Company currently has approximately 1,081 shareholders of
record. Although the Company believes it is unlikely the issuer tender offer
will result in the number of record holders decreasing to less than 300, it
is possible that this could occur.
The following cross-reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 13E-4
of the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Schedule 13E-4, including
all exhibits thereto, is expressly incorporated herein by reference and the
responses to each item of this Schedule 13E-3 are qualified in their entirety
by reference to the information contained in the Schedule 13E-4 and the
exhibits thereto. All cross-references in this Schedule 13E-3, other than
cross-references to the Schedule 13E-4, are to the Offer to Purchase.
CROSS-REFERENCE SHEET TO SCHEDULE 13E-4
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ITEM IN SCHEDULE 13E-3 LOCATION OF ITEM IN
SCHEDULE 13E-4
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1(a)-(c) 1(a)-(c)
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1(d)-(f) *
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2 1(a)
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3 *
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4(a) 1(b)
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4(b) *
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5 3
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6 2
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7 *
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8 *
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9 *
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10 *
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11 5
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12 *
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13 *
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14 7
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15 6
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16 8
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17 9
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*The item is not required by Schedule 13E-4
Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the Issuer is Cambridge Holdings, Ltd., a
Colorado corporation (the "Company"), which has its principal executive offices
at 1722 Buffehr Creek Road, Vail, Colorado 81657.
(b) The exact title and amount of the class of securities
being sought are up to 1,200,000 Shares of the common stock of the Company, par
value $.025 per Share. As of November 24, 1998, approximately 3,408,400 Shares
were outstanding.
(c) The Shares are traded on the Electronic Bulletin Board
system. SEE Section 7 of the Offer to Purchase for the price range of the
Shares. Trading in the Shares has been limited and sporadic.
(d) No dividends have been paid by the Company during the past
two years.
(e) The Company has not made an underwritten public offering
of its Shares for cash during the past three years which was registered under
the Securities Act of 1933 or exempt from registration thereunder pursuant to
Regulation A.
(f) SEE Section 10 of the Offer to Purchase.
Item 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by the Company.
Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) Not applicable.
(b) Not applicable.
Item 4. TERMS OF THE TRANSACTION.
(a) SEE "Introduction" and Section 1 of the Offer to Purchase.
(b) Not applicable.
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) SEE Section 2 of the Offer to Purchase.
Item 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) SEE Section 8 of the Offer to Purchase.
(b) The Company will be responsible for paying all the expenses
applicable to the Offer. Estimated offering expenses are:
ITEM AMOUNT
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Filing Fees $ 108
Accounting Fees 5,000
Legal Fees and Expenses 17,000
Tender Agent Fees and Expenses 7,500
Printing Costs 10,000
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TOTAL $39,608
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Item 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) SEE "Special Factors" and Section 2 of the Offer to Purchase.
(d) SEE Section 13 of the Offer to Purchase.
Item 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) SEE "Special Factors" in the Offer to Purchase.
Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) SEE "Special Factors" in the Offer to Purchase.
(b)-(c) Not applicable.
Item 10. INTERESTS IN SECURITIES OF THE ISSUER.
Not applicable.
Item 11. CONTRACTS, ARRANGEMENTS FOR UNDERSTANDINGS WITH RESPECT TO
THE ISSUER'S SECURITIES.
SEE Section 10 of the Offer to Purchase.
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS
WITH REGARD TO THE TRANSACTION.
(a)-(b) SEE "Introduction," Section 10 and Schedule III of
the Offer to Purchase.
Item 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) There are no appraisal rights provided under the laws of
the State of Colorado or under the Company's Articles of Incorporation for the
Offer. No such rights will be voluntarily accorded by the Company. If security
holders object to the transaction, they may choose not to tender their Shares.
(b) SEE Section 10 of the Offer to Purchase regarding
available information. The Company has made no provision to pay for appraisal
services.
(c) Not applicable.
Item 14. FINANCIAL INFORMATION.
SEE "Special Factors," Section 9 and Schedules I and II of the
Offer to Purchase.
Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) Except as set forth in Section 15 of the Offer to Purchase,
the Company has not employed, retained or made other arrangements for
compensation of any persons in connection with the Offer.
Item 16. ADDITIONAL INFORMATION.
Additional information with respect to the Offer is provided in the
Offer to Purchase.
Item 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Offer to Purchase dated November 24, 1998 (incorporated by
reference to Schedule 13E-4 filed by the Company with the
Commission on November 24, 1998).
(e) Not applicable.
(f) Not applicable.
CAMBRIDGE HOLDINGS, LTD.
(a Colorado corporation)
Date: November 24, 1998 By: /s/ Gregory Pusey
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Gregory Pusey, President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.A Offer to Purchase dated November 24, 1998.
99.B Form of Letter of Transmittal.
99.C Form of Notice of Guaranteed Delivery.
99.D Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees dated November 24, 1998.
99.E Form of letter to clients for use by brokers, dealers,
commercial banks, trust companies and other nominees
dated November 24, 1998.
99.F Guidelines for certification of taxpayer identification
number on substitute Form W-9.
99.G Form of letter to shareholders.
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All Exhibits are filed as exhibits to the Company's Schedule 13E-4 and
incorporated by reference herein.