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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Under Section 13(e) of the Securities Exchange Act
of 1934 and Rule 13e-3 Thereunder
PAK MAIL CENTERS OF AMERICA, INC.
(Name of the Issuer)
PAK MAIL CENTERS OF AMERICA, INC.
PAK MAIL ACQUISITION CORP.
PAK MAIL INVESTMENT PARTNERSHIP L.P.
D.P. KELLY & ASSOCIATES, L.P.
J.S. CORCORAN
F. EDWARD GUSTAFSON
DONALD P. KELLY
LAURA K. MCGRATH
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
695810 30 9
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(CUSIP Number of Class of Securities)
F. Edward Gustafson P. Evan Lasky
701 Harger Road 7173 South Havana Street
Suite 190 Suite 700
Oak Brook, Illinois 60523 Englewood, Colorado 80112
(630) 571-4433 (303) 957-1000
(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of the Persons Filing Statement)
COPIES TO:
Thomas A. Monson
Jenner & Block, LLC
1 IBM Plaza
Suite 4000
Chicago, IL 60611
(312) 840-8611
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 soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
$50,602 $11.00
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* For purposes of calculating the filing fee only. The filing fee was determined
by calculating the product of 980,659 shares of common stock and the merger
consideration of $0.0516 per share. In accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, the filing fee was determined by
multiplying the amount calculated pursuant to the preceding sentence by 1/50 of
one percent.
[ ] Check the box if any part of the fee is offset as provided by Exchange Act
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 of Schedule and the date of its filing.
Amount Previously Paid: $11.00
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Pak Mail Centers of America, Inc.
Date Filed: November 6, 2002
INTRODUCTION
This Schedule 13e-3 Transaction Statement (the "Statement") is being filed in
connection with the filing by Pak Mail Centers of America, Inc. ("Pak Mail")
with the Securities and Exchange Commission (the "Commission") on November 6,
2002 of a preliminary proxy statement on Schedule 14A (the "Proxy Statement") in
connection with a special meeting of Pak Mail's shareholders. At such meeting,
Pak Mail's shareholders will be asked to vote to approve an Agreement and Plan
of Merger dated as of October 17, 2002, as amended as of October 28, 2002, (the
"Merger Agreement") by and between Pak Mail, a Colorado corporation, and Pak
Mail Acquisition Corp., a Colorado corporation. Under the Merger Agreement, Pak
Mail Acquisition Corp. will be merged with and into Pak Mail and Pak Mail will
be the surviving corporation. As a result of the merger, Pak Mail's shareholders
(other than Pak Mail Acquisition Corp.) will be entitled to receive $0.0516 per
share in cash for their shares of Pak Mail common stock.
The information in the Proxy Statement, including the appendices thereto, is
hereby incorporated by reference and contains all information required in
response to the items of this Statement, except that the Proxy Statement does
not include all of the exhibits listed below. The Proxy Statement will be
completed and, if appropriate, amended prior to the time it is first sent or
given to Pak Mail's shareholders. This Statement will be amended to reflect such
completion or amendment of the Proxy Statement.
The cross reference sheet below is being supplied pursuant to the General
Instructions to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference and the
responses to each item in this Schedule 13E-3 are qualified in their entirety by
the information contained in the Proxy Statement and the Annexes thereto.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET
REGULATION M-A ITEM 1001
The information set forth in the Proxy Statement under the caption "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
REGULATION M-A ITEM 1002
(a) Name and Address. The information set forth in the Proxy Statement under the
caption "The Parties" is incorporated herein by reference.
(b) Securities. The information set forth in the Proxy Statement under the
caption "Information Concerning the Special Meeting -- Record Date; Voting at
the Meeting -- Quorum" is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Proxy Statement
under the caption "Market for the Common Stock -- Common Stock Market Price
Information, Dividend Information" is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under the
caption "Market for the Common Stock -- Common Stock Market Price Information,
Dividend Information" is incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy Statement
under the caption "Market for the Common Stock -- Common Stock Market Price
Information, Dividend Information" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
REGULATION M-A ITEM 1003(a) THROUGH (c)
(a) Name and Address. The information set forth in the Proxy Statement under the
caption "The Parties" and "Security Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(b) Business and Background of Entities. The information set forth in the Proxy
Statement under the caption "The Parties" and "Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by reference.
(c) Business and Background of Natural Persons. The information set forth in the
Proxy Statement under the Caption "Directors and Management" is incorporated by
reference.
ITEM 4. TERMS OF THE TRANSACTION
REGULATION M-A ITEM 1004(a) and (c) through (f)
(a) Material Terms
(a)(1) Not applicable.
(a)(2) Mergers or Similar Transactions.
(a)(2)(i) Transaction Description. The information set forth in the Proxy
Statement under the captions "Questions and Answers About the Merger" and
"Summary Term Sheet" is incorporated herein by reference.
(a)(2)(ii) Consideration. The information set forth in the Proxy Statement under
the caption "The Merger Agreement -- The Merger; Merger Consideration" is
incorporated herein by reference.
(a)(2)(iii) Reasons for Transaction. The information set forth in the Proxy
Statement under the caption "Special Factors -- Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
(a)(2)(iv) Vote Required for Approval. The information set forth in the Proxy
Statement under the caption "The Merger Agreement -- The Merger; Merger
Consideration" is incorporated herein by reference.
(a)(2)(v) Differences in the Rights of Security Holders. The information set
forth in the Proxy Statement under the caption "Special Factors -- Certain
Effects of the Merger" is incorporated herein by reference.
(a)(2)(vi) Accounting Treatment. The information set forth in the Proxy
Statement under the caption "Special Factors -- Accounting Treatment" is
incorporated herein by reference.
(a)(2)(vii) Income Tax Consequences. The information set forth in the Proxy
Statement under the caption "Special Factors -- Material Federal Income Tax
Consequences of the Merger" is incorporated herein by reference.
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(b) Purchases. The information set forth in the Proxy Statement under the
capital "Special Factors -- Share and Stock Options" is incorporated herein by
reference.
(c) Different Terms. The information set forth in the Proxy Statement under the
caption "The Merger Agreement -- The Merger; Merger Consideration" is
incorporated herein by reference.
(d) Appraisal Rights. The information set forth in the Proxy Statement under the
caption "Dissenter's Rights" and Annex D to the Proxy Statement is incorporated
herein by reference.
(e) Provisions for Unaffiliated Security Holders. The information set forth in
the Proxy Statement under the caption "Available Information" is incorporated
herein by reference.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
REGULATION M-A ITEM 1005(a) through (c) and (e)
(a) Transactions. The information set forth in the Proxy Statement under the
captions "Special Factors -- Background of the Merger" and "Special Factors --
Other Arrangements with Affiliates" is incorporated herein by reference.
(b) Significant Corporate Events. The information set forth in the Proxy
Statement under the captions "Special Factors -- Background of the Merger" and
"Special Factors -- Other Arrangements with Affiliates" is incorporated herein
by reference.
(c) Negotiations or Contacts. The information set forth in the Proxy Statement
under the captions "Special Factors -- Background of the Merger" and "Special
Factors -- Other Arrangements with Affiliates" is incorporated herein by
reference.
(e) Agreements Involving the Subject Company's Securities. The information set
forth in the Proxy Statement under the captions "Special Factors -- Background
of the Merger" and "Special Factors -- Other Arrangements with Affiliates" is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
REGULATION M-A ITEM 1006(b) and (c)(1) through (8)
(b) Use of Securities Acquired. The information set forth in the Proxy Statement
under the caption "The Merger Agreement" is incorporated herein by reference.
(c) Plans. The information set forth in the Proxy Statement under the caption
"Special Factors -- Plans for Pak Mail After the Merger" is incorporated herein
by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
REGULATION M-A ITEM 1013
(a) Purposes. The information set forth in the Proxy Statement under the
captions "Summary Term Sheet," "Special Factors -- Background of the Merger" and
"Special Factors -- Certain Effects of the Merger" is incorporated herein by
reference.
(b) Alternatives. The information set forth in the Proxy Statement under the
captions "Special Factors -- Background of the Merger" and "Special Factors --
Recommendation of the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.
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(c) Reasons. The information set forth in the Proxy Statement under the captions
"Summary Term Sheet," "Special Factors -- Background of the Merger" and "Special
Factors -- Certain Effects of the Merger" is incorporated herein by reference.
(d) Effects. The information set forth in the Proxy Statement under the captions
"Summary Term Sheet," "Special Factors -- Material Federal Tax Consequences" and
"Special Factors -- Certain Effects of the Merger" is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
REGULATION M-A ITEM 1014
(a) Fairness. The information set forth in the Proxy Statement under the
captions "Special Factors -- Principals' Position as to Fairness of the Merger
to Unaffiliated Shareholders" and "Special Factors -- Recommendation of the
Board of Directors; Fairness of the Merger" is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth in the
Proxy Statement under the captions "Special Factors -- Principals' Position as
to Fairness of the Merger to Unaffiliated Shareholders" and "Special Factors --
Recommendation of the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the Proxy
Statement under the caption "Special Factors -- Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the Proxy
Statement under the caption "Special Factors -- Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the Proxy Statement
under the caption "Special Factors -- Recommendation of the Board of Directors;
Fairness of the Merger" is incorporated herein by reference.
(f) Other Offers. None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
REGULATION M-A ITEM 1015
(a) Report, Opinion, or Appraisal. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet" and "Special Factors --
Opinion of the Financial Advisor to the Board of Directors" and Annex C to the
Proxy Statement is incorporated herein by reference.
(b) Preparer and Summary of the Report. The information set forth in the Proxy
Statement under the captions "Summary Term Sheet," "Special Factors -- Opinion
of the Financial Advisor to the Board of Directors" and Annex C to the Proxy
Statement is incorporated herein by reference.
(c) Availability of Documents. The information set forth in the Proxy Statement
under the captions "Summary Term Sheet" and "Special Factors -- Opinion of the
Financial Advisor to the Board of Directors" and Annex C to the Proxy Statement
is incorporated herein by reference.
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ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
REGULATION M-A ITEM 1007.
(a) Source of Fund. The information set forth in the Proxy Statement under the
caption "Special Factors -- Financing of the Merger" is incorporated herein by
reference.
(b) Conditions. The information set forth in the Proxy Statement under the
caption "Special Factors -- Financing of the Merger" is incorporated herein by
reference.
(c) Expenses. The information set forth in the Proxy Statement under the
captions "Special Factors -- Fees and Expenses" and "Merger Agreement -- Fees
and Expenses" is incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
REGULATION M-A ITEM 1008
(a) Securities Ownership. The information set forth in the Proxy Statement under
the caption "Security Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.
(b) Securities Transactions. The information set forth in the Proxy Statement
under the caption "Market for the Common Stock -- Common Stock Purchase
Information" is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
REGULATION M-A ITEM 1012(d) and (e)
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set
forth in the Proxy Statement under the caption "Summary Term Sheet -- Interests
of our Directors and Executive Officers in the Merger" is incorporated herein by
reference.
(e) Recommendations of Others. The information set forth in the Proxy Statement
under the caption "Special Factors -- Principals' Position as to the Fairness of
the Merger to Unaffiliated Shareholders" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS
REGULATION M-A ITEM 1010(a) through (b)
(a) Financial Information. The information set forth under the caption
"Financial Statements" in the Proxy Statement, and the information set forth in
Pak Mail's most recent Annual Report on Form 10-K and Pak Mail's most recent
Quarterly Report on Form 10-Q is incorporated herein by reference.
(b) Pro Forma Information. The information set forth in the Proxy Statement
under the caption "Pro Forma Information" is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
REGULATION M-A ITEM 1009
(a) Solicitations or Recommendations. The information set forth in the Proxy
Statement under the caption "Information Concerning the Special Meeting -- Proxy
Solicitation" is incorporated herein by reference.
(b) Employees and Corporate Assets. Not applicable.
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ITEM 15. ADDITIONAL INFORMATION
REGULATION M-A ITEM 1011(b)
(b) Other Material Information. The entirety of the Proxy Statement is
incorporated herein by reference.
ITEM 16. EXHIBITS
The following are filed pursuant to Item 1016 of Regulation M-A.
(a)(1) Preliminary copy of Letter to Shareholders from P. Evan Lasky
incorporated by reference to Schedule 14A filed by Pak Mail on November 6, 2002.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders
incorporated by reference to Schedule 14A filed by Pak Mail on November 6, 2002.
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule 14A
filed by Pak Mail on November 6, 2002 including form of proxy card.
(b) Not applicable.
(c)(1) Opinion of Duff & Phelps, LLC. dated October 17, 2002 (included as Annex
C to the preliminary Proxy Statement, which is filed herewith as Exhibit
(a)(3)).
(d)(1) Agreement and Plan of Merger dated as of October 17, 2002 by and between
Pak Mail Centers of America, Inc. and Pak Mail Acquisition Corp. (included as
Annex A to the preliminary Proxy Statement, which is filed herewith as Exhibit
(a)(3)).
(d)(2) First Amendment to Agreement and Plan of Merger dated as of October 28,
2002 by and between Pak Mail Centers of America, Inc. and Pak Mail Acquisition
Corp. (included as Annex B to the preliminary Proxy Statement, which is filed
herewith as Exhibit (a)(3)).
(e) Not applicable.
(f) Dissenter's rights under the Colorado Business Corporation Act are set forth
in Annex D to the preliminary Proxy Statement, which is filed herewith as
Exhibit (a)(3).
(g) Not applicable.
(h) Not applicable.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
PAK MAIL CENTERS OF AMERICA, INC.
By: /s/ P. Evan Lasky
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Name: P. Evan Lasky
Title: President and Chief Executive Officer
Date: November 6, 2002
PAK MAIL ACQUISITION CORP.
By: /s/ F. Edward Gustafson
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Name: F. Edward Gustafson
Title: President
Date: November 6, 2002
PAK MAIL INVESTMENT PARTNERSHIP L.P.
By: /s/ F. Edward Gustafson
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Name: Edward Gustafson
Title: Executive Vice President and Chief Operating Officer
Date: November 6, 2002
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D.P. KELLY & ASSOCIATES, L.P.
By: /s/ F. Edward Gustafson
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Name: F. Edward Gustafson
Title: Executive Vice President and Chief Operating Officer
Date: November 6, 2002
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J. S. Corcoran
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F. Edward Gustafson
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Donald P. Kelly
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Laura K. McGrath
Date: November 6, 2002
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