UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. ____)
LOGISTICS MANAGEMENT RESOURCES, INC.
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(Name of Subject Company (issuer)
LOGISTICS MANAGEMENT RESOURCES, INC.
(Names of Filing Persons (identifying status as offeror, issuer or other person)
Common Stock
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(Title of Class of Securities)
54141V108
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(CUSIP Number of Class of Securities)
Dan. L. Pixler, President, 10602 Timberwood Circle, #9,
Louisville, Kentucky 40223
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Check the 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:___________________
Form or Registration No.:__________________
Filing Party:_____________________________
Date Filed:______________________________
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
[ ]
GENERAL INSTRUCTIONS:
A. File eight copies of the statement, including all exhibits, with the
Commission if paper filing is permitted.
B. This filing must be accompanied by a fee payable to the Commission as
required byss.240.0-11.
C. If the statement is filed by a general or limited partnership, syndicate or
other group, the information called for by Items 3 and 5-8 for a
third-party tender offer and Items 5-8 for an issuer tender offer must be
given with respect to: (i) each partner of the general partnership; (ii)
each partner who is, or functions as, a general partner of the limited
partnership; (iii) each member of the syndicate or group; and (iv) each
person controlling the partner or member. If the statement is filed by a
corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the information called for by the items
specified above must be given with respect to: (a) each executive officer
and director of the corporation; (b) each person controlling the
corporation; and (c) each executive officer and director of any corporation
or other person ultimately in control of the corporation.
D. If the filing contains only preliminary communications made before the
commencement of a tender offer, no signature or filing fee is required. The
filer need not respond to the items in the schedule. Any pre-commencement
communications that are filed under cover of this schedule need not be
incorporated by reference into the schedule.
E. If an item is inapplicable or the answer is in the negative, so state. The
statement published, sent or given to security holders may omit negative
and not applicable responses. If the schedule includes any information that
is not published, sent or given to security holders, provide that
information or specifically incorporate it by reference under the
appropriate item number and heading in the schedule. Do not recite the text
of disclosure requirements in the schedule or any document published, sent
or given to security holders. Indicate clearly the coverage of the
requirements without referring to the text of the items.
F. Information contained in exhibits to the statement may be incorporated by
reference in answer or partial answer to any item unless it would render
the answer misleading, incomplete, unclear or confusing. A copy of any
information that is incorporated by reference or a copy of the pertinent
pages of a document containing the information must be submitted with this
statement as an exhibit, unless it was previously filed with the Commission
electronically on EDGAR. If an exhibit contains information responding to
more than one item in the schedule, all information in that exhibit may be
incorporated by reference once in response to the several items in the
schedule for which it provides an answer. Information incorporated by
reference is deemed filed with the Commission for all purposes of the Act.
G. A filing person may amend its previously filed Schedule 13D
(ss.240.13d-101) on Schedule TO (ss.240.14d-100) if the appropriate box on
the cover page is checked to indicate a combined filing and the information
called for by the fourteen disclosure items on the cover page of Schedule
13D (ss.240.13d-101) is provided on the cover page of the combined filing
with respect to each filing person.
H. The final amendment required by ss.240.14d-3(b)(2) and ss.240.13e-4(c)(4)
will satisfy the reporting requirements of section 13(d) of the Act with
respect to all securities acquired by the offeror in the tender offer.
I. Amendments disclosing a material change in the information set forth in
this statement may omit any information previously disclosed in this
statement.
J. If the tender offer disclosed on this statement involves a going-private
transaction, a combined Schedule TO (ss.240.14d-100) and Schedule 13E-3
(ss.240.13e-100) may be filed with the Commission under cover of Schedule
TO. The Rule 13e-3 box on the cover page of the Schedule TO must be checked
to indicate a combined filing. All information called for by both schedules
must be provided except that Items 1-3, 5, 8 and 9 of Schedule TO may be
omitted to the extent those items call for information that duplicates the
item requirements in Schedule 13E-3.
K. For purposes of this statement, the following definitions apply: (1) The
term offeror means any person who makes a tender offer or on whose behalf a
tender offer is made; (2) The term issuer tender offer has the same meaning
as in Rule 13e-4(a)(2); and (3) The term third-party tender offer means a
tender offer that is not an issuer tender offer.
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE TO:
Under Sections 13(e), 14(d) and 23 of the Act and the rules and regulations of
the Act, the Commission is authorized to solicit the information required to be
supplied by this schedule.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of disclosing tender offer and
going-private transactions. This statement will be made a matter of public
record. Therefore, any information given will be available for inspection by any
member of the public.
Because of the public nature of the information, the Commission can use it for a
variety of purposes, including referral to other governmental authorities or
securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing tender offer and going-private statements.
Failure to disclose the information required by this schedule, except for I.R.S.
identification numbers, may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules.
Item 1. Summary Term Sheet.
Furnish the information required by Item 1001 of Regulation M-A (ss.229.1001 of
this chapter) unless information is disclosed to security holders in a
prospectus that meets the requirements of ss.230.421(d) of this chapter.
Item 2. Subject Company Information.
Furnish the information required by Item 1002(a) through (c) of Regulation M-A
(ss.229.1002 of this chapter).
Item 3. Identity and Background of Filing Person.
Furnish the information required by Item 1003(a) through (c) of Regulation M-A
(ss.229.1003 of this chapter) for a third-party tender offer and the information
required by Item 1003(a) of Regulation M-A (ss.229.1003 of this chapter) for an
issuer tender offer.
Item 4. Terms of the Transaction.
Furnish the information required by Item 1004(a) of Regulation M-A (ss.229.1004
of this chapter) for a third-party tender offer and the information required by
Item 1004(a) through (b) of Regulation M-A (ss.229.1004 of this chapter) for an
issuer tender offer.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Furnish the information required by Item 1005(a) and (b) of Regulation M-A
(ss.229.1005 of this chapter) for a third-party tender offer and the information
required by Item 1005(e) of Regulation M-A (ss.229.1005) for an issuer tender
offer.
Item 6. Purposes of the Transaction and Plans or Proposals.
Furnish the information required by Item 1006(a) and (c)(1) through (7) of
Regulation M-A (ss.229.1006 of this chapter) for a third-party tender offer and
the information required by Item 1006(a) through (c) of Regulation M-A
(ss.229.1006 of this chapter) for an issuer tender offer.
Item 7. Source and Amount of Funds or Other Consideration.
Furnish the information required by Item 1007(a), (b) and (d) of Regulation M-A
(ss.229.1007 of this chapter).
Item 8. Interest in Securities of the Subject Company.
Furnish the information required by Item 1008 of Regulation M-A (ss.229.1008 of
this chapter).
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Furnish the information required by Item 1009(a) of Regulation M-A (ss.229.1009
of this chapter).
Item 10. Financial Statements.
If material, furnish the information required by Item 1010(a) and (b) of
Regulation M-A (ss.229.1010 of this chapter) for the issuer in an issuer tender
offer and for the offeror in a third-party tender offer.
Instructions to Item 10:
1. Financial statements must be provided when the offeror's financial
condition is material to security holder's decision whether to sell,
tender or hold the securities sought. The facts and circumstances of a
tender offer, particularly the terms of the tender offer, may
influence a determination as to whether financial statements are
material, and thus required to be disclosed.
2. Financial statements are not considered material when: (a) the
consideration offered consists solely of cash; (b) the offer is not
subject to any financing condition; and either: (c) the offeror is a
public reporting company under Section 13(a) or 15(d) of the Act that
files reports electronically on EDGAR, or (d) the offer is for all
outstanding securities of the subject class. Financial information may
be required, however, in a two-tier transaction. See Instruction 5
below.
3. The filing person may incorporate by reference financial statements
contained in any document filed with the Commission, solely for the
purposes of this schedule, if: (a) the financial statements
substantially meet the requirements of this item; (b) an express
statement is made that the financial statements are incorporated by
reference; (c) the information incorporated by reference is clearly
identified by page, paragraph, caption or otherwise; and (d) if the
information incorporated by reference is not filed with this schedule,
an indication is made where the information may be inspected and
copies obtained. Financial statements that are required to be
presented in comparative form for two or more fiscal years or periods
may not be incorporated by reference unless the material incorporated
by reference includes the entire period for which the comparative data
is required to be given. See General Instruction F to this schedule.
4. If the offeror in a third-party tender offer is a natural person, and
such person's financial information is material, disclose the net
worth of the offeror. If the offeror's net worth is derived from
material amounts of assets that are not readily marketable or there
are material guarantees and contingencies, disclose the nature and
approximate amount of the individual's net worth that consists of
illiquid assets and the magnitude of any guarantees or contingencies
that may negatively affect the natural person's net worth.
5. Pro forma financial information is required in a negotiated
third-party cash tender offer when securities are intended to be
offered in a subsequent merger or other transaction in which remaining
target securities are acquired and the acquisition of the subject
company is significant to the offeror under ss.210.11-01(b)(1) of this
chapter. The offeror must disclose the financial information specified
in Item 3(f) and Item 5 of Form S-4 (ss.239.25 of this chapter) in the
schedule filed with the Commission, but may furnish only the summary
financial information specified in Item 3(d), (e) and (f) of Form S-4
in the disclosure document sent to security holders. If pro forma
financial information is required by this instruction, the historical
financial statements specified in Item 1010 of Regulation M-A
(ss.229.1010 of this chapter) are required for the bidder.
6. The disclosure materials disseminated to security holders may contain
the summarized financial information specified by Item 1010(c) of
Regulation M-A (ss.229.1010 of this chapter) instead of the financial
information required by Item 1010(a) and (b). In that case, the
financial information required by Item 1010(a) and (b) of Regulation
M-A must be disclosed in the statement. If summarized financial
information is disseminated to security holders, include appropriate
instructions on how more complete financial information can be
obtained. If the summarized financial information is prepared on the
basis of a comprehensive body of accounting principles other than U.S.
GAAP, the summarized financial information must be accompanied by a
reconciliation as described in Instruction 8 of this Item.
7. If the offeror is not subject to the periodic reporting requirements
of the Act, the financial statements required by this Item need not be
audited if audited financial statements are not available or
obtainable without unreasonable cost or expense. Make a statement to
that effect and the reasons for their unavailability.
8. If the financial statements required by this Item are prepared on the
basis of a comprehensive body of accounting principles other than U.S.
GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17
of Form 20-F (ss.249.220f of this chapter), unless a reconciliation is
unavailable or not obtainable without unreasonable cost or expense. At
a minimum, however, when financial statements are prepared on a basis
other than U.S. GAAP, a narrative description of all material
variations in accounting principles, practices and methods used in
preparing the non-U.S. GAAP financial statements from those accepted
in the U.S. must be presented.
Item 11. Additional Information.
Furnish the information required by Item 1011 of Regulation M-A (ss.229.1011 of
this chapter).
Item 12. Exhibits.
File as an exhibit to the Schedule all documents specified by Item 1016(a), (b),
(d), (g) and (h) of Regulation M-A (ss.229.1016 of this chapter).
Item 13. Information Required by Schedule 13E-3.
If the Schedule TO is combined with Schedule 13E-3 (ss.240.13e-100), set forth
the information required by Schedule 13E-3 that is not included or covered by
the items in Schedule TO.
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.
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(Signature)
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(Name and title)
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(Date)
Instruction to Signature: The statement must be signed by the filing person or
that person's authorized representative. If the statement is signed on behalf of
a person by an authorized representative (other than an executive officer of a
corporation or general partner of a partnership), evidence of the
representative's authority to sign on behalf of the person must be filed with
the statement. The name and any title of each person who signs the statement
must be typed or printed beneath the signature. ss.ss.240.12b-11 and
240.14d-1(f) with respect to signature requirements.