SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO SCHEDULE TO-I/13E-3
(Rules 13e-3 and 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CURTIS INTERNATIONAL LTD.
(Name of Subject Company (Issuer))
CURTIS INTERNATIONAL LTD.
Aaron Herzog
Jacob Herzog
(Names of Filing Persons)
Common Stock, No Par Value
(Title of Class of Securities)
231461 10 4
(CUSIP Number of Class of Securities)
Aaron Herzog
Chief Executive Officer
315 Attwell Drive
Etobicoke, Ontario M9W 5C1
(416) 674-2123
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Arthus S. Marcus, Esq.
Gersten, Savage & Kaplowitz, LLP
101 East 52nd Street
New York, New York 10022
(212)752-9700
CALCULATION OF FILING FEE
-------------------------
Transaction valuation* Amount of filing fee**
$1,460,116 $292.02
---------- --------
* For purposes of calculating amount of filing fee only. This calculation
assumes the purchase of all outstanding shares of common stock, no par value, of
Curtis International Ltd. not currently owned by the principal shareholders and
primary officers of Curtis International Ltd. at a purchase price of $0.80 per
share, net to the seller in cash, without interest. This calculation also
assumes that the holders of the 1,715,245 shares of common stock offered for
hereby will agree to sell such shares.
** The amount of the filing fee calculated in accordance with Regulation
2400.0-11 of the Securities Exchange Act of
1934, as amended, equals 1/50th of one percent of the value of the transaction.
[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: $292.02 Filing party: Curtis International Ltd.
Aaron Herzog
Jacob Herzog
Form or Registration No.: SC TO-I/13E-3/A Date filed: July 18, 2001
[ ] 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.
[X] 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. [ ]
INTRODUCTORY STATEMENT
This amended SC TO-I/A and 13E-3/A (the "Amendment IV") to the Schedule
TO-I and 13E-3 (the "Statement") supplements the previously filed Statement and
related Offer to Purchase dated May 1, 2001 and the subsequently filed
amendments thereto (the "Amendments") , each as filed on June 1, June 20 and
July 3, respectively, to the Tender Offer and Going Private Transaction
Statement on Schedule TO-I/13E-3 filed on May 4, 2001 relating to the tender
offer by Curtis International Ltd., an Ontario corporation (the "Company" or the
"Issuer," as appropriate), to purchase all its outstanding shares of common
stock, no par value per share (the "Common Shares"). The tender offer (the
"Tender Offer") is to be followed by a merger (the "Merger") by the Company and
a company affiliated with the Herzog Group as a preliminary step to completing
the Company's going-private transaction (the "Transaction"). Aaron and Jacob
Herzog, the principal shareholders and primary officers of the Company, the A&E
Herzog Family Trust and the Herzog Family Trust (collectively, the "Herzog
Group"), do not intend to tender their Common Shares. The Herzog Group owns
approximately sixty-seven percent (67%) of the issued and outstanding Common
Shares. The Common Shares are tendered for pursuant to the Tender Offer at a
purchase price of $0.80 per Common Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in this
Amendment IV dated July 18, 2001 and the amended Offer to Purchase, a copy of
which is filed herewith as Exhibit (A)(1) and in the related Letter of
Transmittal, previously filed as Exhibit (A)(4) to the Offer to Purchase. Unless
otherwise specifically stated, all monetary figures refer to US Dollars.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Amendment IV, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the caption "Summary
Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
2
(a) Name and Address. The name of the Company is Curtis International Ltd.,
which is the issuer of the Common Shares subject to the Tender Offer. The
Company's principal executive offices are located at 315 Attwell Drive,
Etobicoke, Ontario, M9W 5C1. The telephone number for the Company is (416)
674-2123. Reference is made to the information set forth in the Offer to
Purchase under the caption "THE OFFER--7. Certain Information Concerning Curtis
International Ltd.," which information is incorporated herein by reference.
(b) Securities. The securities which are the subject of the Tender Offer consist
of the Company's common stock, no par value (the "Common Shares"). As of April
30, 2001, there were 5,263,245 Common Shares outstanding, of which the Herzog
Group owns 3,548,000. Reference is made to the information set forth on the
cover page of the Offer to Purchase and in the Offer to Purchase under the
caption "INTRODUCTION," which information is incorporated herein by reference.
(c) Trading Market and Price. The Common Shares were traded on the Nasdaq Small
Cap Market under the symbol "CURT" at the time of the filing of the Statement.
The Common Shares were delisted from the Nasdaq Small Cap Market on June12,
2001, and currently trade on the Over-the-Counter Bulletin Board. Trading in the
Common Shares has been limited and sporadic. The Common Shares are not listed
for trading on any exchange. Reference is made to the information set forth in
the Offer to Purchase under the captions "SPECIAL FACTORS--2. Purpose and
Fairness of the Offer" and "THE OFFER--5. Price Range of the Common Shares;
Dividends," which information is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. This is an offer made by the Company. The address of the
Company is 315 Attwell Drive, Etobicoke, Ontario, M9W 5C1. The information set
forth in the Offer to Purchase under the caption "THE OFFER--7. Certain
Information Concerning Curtis International Ltd." is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase under the captions
"INTRODUCTION," "SPECIAL FACTORS -- 2. Purpose and Fairness of the Offer,"
"SPECIAL FACTORS-- 3. Interests of Certain Persons in the Offer," "SPECIAL
FACTORS-4. Material Federal Income Tax Consequences," "SPECIAL FACTORS - 8.
Certain Effects of the Transaction," "THE OFFER--1. Terms of the Offer," "THE
OFFER--2. Acceptance for Payment and Payment," "THE OFFER--3. Procedures for
Accepting the Offer and Tendering the Common Shares," "THE OFFER--4. Withdrawal
Rights," "THE OFFER--8. Conditions to the Offer" and "THE OFFER--9. Legal
Matters" is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) Agreements involving the subject company's securities. Aaron Herzog, the
President and Chief Executive Officer of the Company, Jacob Herzog, its
Principal Accounting Officer, Treasurer and Secretary, the A&E Herzog Family
Trust and the Herzog Family Trust collectively own approximately sixty-seven
percent (67%) of the Common Shares. While the members of the Herzog Group have
executed no formal agreement with respect to the Tender Offer in particular, the
members of the Herzog Group are parties to a voting agreement specifying that
they will vote their shares together.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in the Offer to Purchase under the
caption "INTRODUCTION" and "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" is incorporated herein by reference.
(b) Use of Securities. The information set forth in the Offer to Purchase under
the caption "SPECIAL FACTORS-8. Certain Effects of the Transaction" is
incorporated herein by reference.
(c) Plans. The information set forth in the Offer to Purchase under the captions
"SPECIAL FACTORS--1. Operating
3
History; Payment of Dividends and Redemption of Common Shares Uncertain",
"SPECIAL FACTORS--2. Purpose and Fairness of the Offer" and "SPECIAL FACTORS-8.
Certain Effects of the Transaction" is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. The information set forth in the Offer to Purchase under
the caption "SPECIAL FACTORS-5. Financing of the Offer" is incorporated herein
by reference.
(b) Conditions. Not applicable.
(d) Borrowed Funds. Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth in the Offer to Purchase
under the caption "SPECIAL FACTORS-3. Interests of Certain Persons in the
Offer", "SPECIAL FACTORS-6. Beneficial Ownership of the Common Shares", "SPECIAL
FACTORS-7. Transactions and Arrangements Concerning the Common Shares" and "THE
OFFER--7. Certain Information Concerning Curtis International Ltd." is
incorporated herein by reference.
(b) Securities Transactions. None.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. The information set forth in the Offer to
Purchase under the captions "THE OFFER--10. Fees and Expenses" is incorporated
herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The financial statements contained in the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission (the "Commission") on March
27, 2000, the Form 10 K/A filed with the Commission on October 20, 2000 and the
Company's Quarterly Reports on Form 10-Q filed with the Commission on January
16, 2001 and April 16, 2001 are incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) Agreements, Regulatory Requirements and Legal Proceedings.
(1) None other than previously disclosed.
(2) See (3) below.
(3) The information set forth in the Offer to Purchase under the caption
"THE OFFER--9. Legal Matters" is incorporated herein by reference.
(4) Not applicable.
(5) The information set forth in the Offer to Purchase under the caption
"THE OFFER--9. Legal Matters" is incorporated herein by reference.
(b) Other Material Information. The information set forth in the Offer to
Purchase, a copy of which is attached hereto as Exhibit (A)(1) and the Letter of
Transmittal, previously filed as Exhibit (A)(4), is incorporated herein by
reference.
4
ITEM 12. EXHIBITS.
(A)(1) Offer to Purchase dated May 30, 2001.
(A)(4) Form of Letter of Transmittal for Common Shares.*
(A)(5) Form of Notice of Guaranteed Delivery.*
(A)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(A)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
* Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The Transaction constitutes a "going-private" transaction within the meaning of
Rule 13e-3. As such, the following sets forth that information required by
Schedule 13E-3 that has not already been set forth in Items 1-12 of the Schedule
TO above. In addition, the following sets forth the information required by
Schedule 13E-3 with respect to Messrs. Herzog, who may be deemed to be engaged
in the Transaction by virtue of their status as affiliates of the Company,
insofar as such information is distinct or different from that applicable to the
Company. The information set forth in the Offer to Purchase is incorporated
herein by reference to the items required by Schedule 13E-3.
ITEM 2 OF SCHEDULE 13E-3. SUBJECT COMPANY INFORMATION
(d) Dividends. The information is set forth in the Offer to Purchase under the
Caption "THE OFFER--5. Price Range of the Common Shares; Dividends" is
incorporated herein by reference.
(e) Prior Public Offerings. The Company completed its initial public offering
pursuant to a registration statement on Form SB-2 that the Commission declared
effective on November 12, 1998. The Company sold 1,673,145 Common Shares for the
price of Five US Dollars per share ($5.00) for aggregate proceeds of $8,365,145
(f) Prior Stock Purchases. The information set forth in "SPECIAL FACTORS--7.
Transactions and Arrangements Concerning the Common Shares" is hereby
incorporated by reference.
ITEM 3 OF SCHEDULE 13E-3 IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and address. Aaron and Jacob Herzog (the "Affiliates") are the
President, CEO and Director as well as the Chairman, Treasurer and Secretary,
respectively, of the Company. Their address is c/o the Company's principal
executive office, at 315 Attwell Drive, Etobicoke, Ontario, M9W 5C1. The
telephone number for the Company is (416) 674-2123. Reference is made to the
information set forth in the Offer to Purchase under the caption "THE OFFER--7.
Certain Information Concerning Curtis International Ltd.," which information is
incorporated herein by reference
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons. Not applicable to the Company.
During the last five years, neither of the Affiliates has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor was a party to a civil proceeding of a judicial or administrative body of
5
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
Both the Affiliates are citizens of Canada.
The section entitled "THE OFFER - Certain Information Concerning Curtis
International Ltd." is hereby incorporated by reference with respect to the
Affiliates.
ITEM 4 OF SCHEDULE 13E-3 TERMS OF THE TRANSACTION
(c) Different Terms. None.
(d) Appraisal Rights. Shareholders who do not accept the Company's Offer will be
granted appraisal rights as provided for under Ontario law. See "SPECIAL
FACTORS--8. Certain Effects of the Transaction."
(e) Provisions for Unaffiliated Security Holders. Unaffiliated security holders
have access to the Company's public filings on the Commission's Web site at
http://www.sec.gov/edgar/searchedgar/formpick.htm. No other information or
services are provided to the unaffiliated security holders. Unaffiliated
security holders are asked to contact MacKenzie Partners, Inc., the Company's
Information Agent, collect at (212) 929-5500 or Toll-Free at (800) 322-2885.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5 OF SCHEDULE 13E-3 PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS, AND
AGREEMENTS
(a) Transactions. See (c) below.
(b) Significant Corporate Events. See (c) below.
(c) Negotiations or Contracts. The information set forth in the Offer to
Purchase under the captions "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" and "SPECIAL FACTORS-3. Interests of Certain Persons in the Offer" is
incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The Affiliates are
parties to a voting trust agreement stipulating that they shall vote their
Common Shares together.
ITEM 6. Of SCHEDULE 13E-3 PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS--2. Purpose and Fairness of the Offer" is incorporated
herein by reference with respect to the Affiliates.
(b) Use of Securities. The information set forth in the Offer to Purchase under
the captions "SPECIAL FACTORS--2. Purpose and Fairness of the Offer" and
"SPECIAL FACTORS-8. Certain Effects of the Transaction" is incorporated herein
by reference with respect to the Affiliates.
(c) Plans. The information set forth in the Offer to Purchase under the captions
"SPECIAL FACTORS--1. Operating History; Payment of Dividends and Redemption of
Common Shares Uncertain", "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" and "SPECIAL FACTORS-8. Certain Effects of the Transaction" is
incorporated herein by reference with respect to the Affiliates.
ITEM 7 OF SCHEDULE 13E-3. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
6
(a) Purposes. The information set forth in the Offer to Purchase under the
captions "INTRODUCTION," the "Summary Term Sheet" and "SPECIAL FACTORS -- 2.
Purpose and Fairness of the Offer" is incorporated herein by reference.
(b) Alternatives. The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS -- 2. Purpose and Fairness of the Offer" is
incorporated herein by reference.
(c) Reasons. The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS -- 2. Purpose and Fairness of the Offer" is
incorporated herein by reference.
(d) Effects. The information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS -- 2. Purpose and Fairness of the Offer," "SPECIAL
FACTORS-4. Material Federal Income Tax Consequences" and "SPECIAL FACTORS-8.
Certain Effects of the Transaction" is incorporated herein by reference.
ITEM 8 OF SCHEDULE 13E-3. FAIRNESS OF THE GOING-PRIVATE TRANSACTION
(a) Fairness. The information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS--2. Purpose and Fairness of the Offer" is incorporated
herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth in the
Offer to Purchase under the captions "SPECIAL FACTORS--2. Purpose and Fairness
of the Offer" is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the Offer to
Purchase under the captions "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" is incorporated herein by reference.
(d) Unaffiliated Representative. At the request of David Ben-David, the
Company's independent Director, the Board of Directors, including the
Affiliates, retained Rodman & Renshaw, Inc. ("Rodman") to produce a Fairness
Opinion to be delivered to all shareholders, which is attached as Exhibit (A)(2)
to the Statement. No unaffiliated representative was retained to negotiate the
Common Share Offer Price on behalf of the unaffiliated shareholders. In
addition, the information set forth in the Offer to Purchase under the captions
"SPECIAL FACTORS--2. Purpose and Fairness of the Offer" is incorporated herein
by reference.
(e) Approval of Directors. The Merger and the Transaction have been approved by
Board, including the Company's non-employee director and the Affiliates. See
further the information set forth in the Offer to Purchase under the captions
"SPECIAL FACTORS--2. Purpose and Fairness of the Offer," which is incorporated
herein by reference.
(f) Other Offers. Not applicable.
ITEM 9 OF SCHEDULE 13E-3. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a) Report, Opinion or Appraisal. The Board has received a Fairness Opinion from
Rodman on the fairness of the Transaction, which Fairness Opinion is attached to
the Statement as Exhibit (A)(2). The Fairness Opinion is based upon analysis
Rodman performed, which analysis (the "Report") was filed with the Amendment as
Exhibit (A)(8). In addition, the information set forth in the Offer to Purchase
under "SPECIAL FACTORS" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
(1) The identity of the preparer of the Fairness Opinion and the
Report is Rodman & Renshaw, Inc.
(2) Rodman, an investment bank, is regularly engaged in the valuation
of businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, secondary distributions
of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes.
(3) The method the Company used to select Rodman was a resolution
adopted by the Company's Board
7
of Directors after discussions with several investment banks
and the decision to retain Rodman was made at the behest of the
Company's independent director.
(4) Inapplicable with respect to prior or contemplated material
relationships. Rodman is to be paid a fee of $38,500 for its
services.
(5) The price at which the Company is offering to purchase its
outstanding Common Shares (the "Common Share Offer Price") was
determined by the Company.
(6) Summary of the Fairness Opinion:
(i) The Company did not place any limitations on Rodman on the
scope of the investigation.
(ii) The instructions given Rodman by the Company consisted of
informing the Company's Board of Directors whether, in Rodman's
opinion, $0.80 per Common Share is a fair price for the Company
to offer its shareholders.
(iii) The procedures followed by Rodman were to examine any
information in the public domain that Rodman deemed relevant to
its task. In addition, where information on the Company is
concerned, Rodman accepted as true and correct the information
made available to it by the Company or derived from other
sources, and relied on the representations made to Rodman by
the Company's senior management that, to the best knowledge of
management, nothing has occurred that would render the
information provided to Rodman incomplete, false or misleading.
(iv) Rodman's bases for and methods of arriving at the conclusion
were to review any financial information deemed relevant to the
discharge of its responsibilities, including the Offer to
Purchase, the market price of the Company's Common Shares in
comparison with that of similar companies, the listing status of
the Company's Common Shares and the impact of a potential
delisting from Nasdaq, the performance of the Company and the
terms of recent acquisitions of a similar nature. In addition,
Rodman, discussed anything it deemed pertinent with management of
the Company, assessed general market and economic conditions and,
finally, reviewed any other information it deemed appropriate.
(v) Based on the foregoing, Rodman found that $0.80 is a fair
price for the Company to offer its shareholders, but made no
recommendations in this or any other regard.
(c) Availability of Documents. The Fairness Opinion was filed with the Statement
as Exhibit (A)(2) and the Report was filed with the Amendment as Exhibit (A)(8).
ITEM 10 OF SCHEDULE 13E-3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Source of Funds. The information set forth in the Offer to Purchase under
the caption "SPECIAL FACTORS-5. Financing of the Offer" is incorporated herein
by reference with respect to the Affiliates.
(b) Conditions. None.
(c) Expenses. The Information contained in the Offer to Purchase under the
caption "THE OFFER--10. Fees and Expenses" is incorporated herein by reference.
(d) Borrowed Funds. None.
ITEM 11 OF SCHEDULE 13E-3. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth in the Offer to Purchase
under the caption "SPECIAL FACTORS-3. Interests of Certain Persons in the
Offer", "SPECIAL FACTORS-6. Beneficial Ownership of the Common Shares", "SPECIAL
FACTORS-7. Transactions and Arrangements Concerning the Common Shares" and "THE
OFFER--7. Certain Information Concerning Curtis International Ltd." is
incorporated herein by reference with respect to the Affiliates.
8
(b) Securities Transactions. None.
ITEM 12 OF SCHEDULE 13E-3. THE SOLICITATION OR RECOMMENDATION
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set
forth in the Offer to Purchase under the caption "SPECIAL FACTORS-3. Interest of
Certain Persons in the Offer" is incorporated herein by reference.
(e) Recommendations of Others. No member of the Herzog Group has made a
recommendation with respect to the Offer.
ITEM 14 OF SCHEDULE 13E-3. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR
USED
(b) Employees and Corporate Assets. Aaron and Jacob Herzog are the Company's
principal officers. They will be responsible for the Company's role in the
Offer. The Company will be responsible for the expenses incurred in connection
with the Tender Offer.
ITEM 16 OF SCHEDULE 13E-3 EXHIBITS
(c) (A)(2) Form of Fairness Opinion*
(A)(8) Form of Report*
(f) (A)(3) Rights of Dissenting Shareholders under the Ontario Business
Corporation Act*
* Previously filed.
9
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO-I/13E-3/A is true, complete and
correct.
Curtis International Ltd.
/s/ Aaron Herzog
----------------------------
Aaron Herzog
Chief Executive Officer
Date: July 18, 2001
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule 13E-3 is true, complete and correct.
/s/ Aaron Herzog
----------------------------
Aaron Herzog
Chief Executive Officer
/s/ Jacob Herzog
----------------------------
Jacob Herzog
Chairman of the Board
Date: July 18, 2001
10