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As filed with the Securities and Exchange Commission on October 21, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
THE THAXTON GROUP, INC.
(Name of Issuer)
THE THAXTON GROUP, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK
(Title of Class of Securities)
883266 10 8
CUSIP (Number of Class of Securities)
KENNETH H. JAMES
THE THAXTON GROUP, INC.
1524 PAGELAND HIGHWAY
LANCASTER, SOUTH CAROLINA 29720
(803) 285-4336
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
OCTOBER 21, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE*
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TRANSACTION AMOUNT OF
VALUATION FILING FEE
----------------------------- ------------------------------
$ 1,850,000 $ 370
* The filing fee is calculated using the last sale
price of the Company's Common Stock on October 17,
1997, which was $9.25 per share, and is based
upon 200,000 shares of Common Stock, the maximum
number of shares that may be purchased by the
Issuer pursuant to this offer.
[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: $1,213
Form or Registration No. 333-28719
Filing Party: The Thaxton Group, Inc.
Dates Filed: June 6, 1997 and September 5, 1997
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ITEM 1. SECURITY AND ISSUER
(a) The issuer of the securities to which this Schedule relates is The
Thaxton Group, Inc., a South Carolina corporation (the "Company"), which has its
principal executive office at 1524 Pageland Highway, Lancaster, South Carolina
29721.
(b) This Schedule relates to an offer of subscription rights by the
Company to holders of its Common Stock, $.01 par value per share (the "Common
Stock"), of which 3,919,983 shares were outstanding as of September 25, 1997.
Upon the terms and subject to the conditions described in the Company's
preliminary prospectus, dated October 21, 1997, included the Company's
Registration Statement on Form S-4 (Reg. No. 333-28719) (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Prospectus"), and
in the related Letter of Transmittal (which together constitute the "Offering"),
the subscription rights entitle the holder of Common Stock, for each share he
owns, to purchase two shares of the Company's Series A 7.5% Cumulative
Convertible Preferred Stock (the "Series A Preferred Stock") by tendering to
First Union National Bank one share of Common Stock and $10 in cash. The maximum
number of shares of Common Stock that will be accepted upon the exercise of
rights is 200,000 shares and the maximum number of shares of Series A Preferred
Stock issuable upon the exercise of rights is 400,000 shares. The information
regarding the terms of the Offering, the securities being sought, the
consideration being offered therefor, and participation by management therein
appears on the cover page of the Prospectus and under the headings "Terms of the
Offering," "Description of the Capital Stock -- Preferred Stock," and "Material
Differences Between the Common Stock and the Series A Preferred Stock" and is
incorporated herein by reference.
(c) The information requested by this sub-Item appears under the
headings "Market for Common Stock and Related Shareholders Matters -- Dividend
Information" and "Risk Factors -- No Active and Liquid Trading Market; Possible
Volatility of Stock Price" in the Prospectus and is incorporated herein by
reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information requested by this sub-Item appears on the cover
page of the Prospectus and under the heading "Terms of the Offering" and
"Description of Capital Stock -- Preferred Stock" and is incorporated herein by
reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Shares of the Common Stock acquired by the Company in the Offering will
be included in the Company's reserve of authorized but unissued shares. The
balance of the information requested by this Item appears under the heading
"Terms of the Offering -- Background and Reasons for the Offering" in the
Prospectus and is incorporated herein by reference.
(a) The information requested by this sub-Item appears under the
headings "Market for the Common Stock and Related Shareholder Matters -- Public
Offering of the Series A Preferred Stock" and "Principal and Management
Shareholders -- Issuance of Series B Preferred Stock" and is incorporated herein
by reference.
(b) None.
(c) None.
(d) None.
(e) The information requested by this sub-Item appears under the
heading "Market for the Common Stock and Related Shareholder Matters -- Public
Offering of the Series A Preferred Stock" in the Prospectus and is incorporated
herein by reference.
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(f) None.
(g) None.
(h) Not applicable.
(i) None.
(j) None.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information requested by this Item appears under the heading
"Market for the Common Stock and Related Shareholder Matters - Public Offering
of the Series A Preferred Stock" in the Prospectus and is incorporated herein by
reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information requested by this Item appears on the cover page of the
Prospectus and appears under the heading "Terms of the Offering -- General" in
the Prospectus and is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information requested by this Item appears under the heading "Terms
of the Offering -- Plan of Distribution" of the Prospectus and is incorporated
herein by reference.
ITEM 7. FINANCIAL INFORMATION.
The information requested by this Item appears under the headings
"Capitalization," Selected Consolidated Financial Data" and on pages F-1 through
F-16 of the Prospectus and is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) The information requested by this Item appears under the heading
"Principal and Management Shareholders -- Issuance of Series B Preferred Stock"
in the Prospectus and is incorporated herein by reference.
(b) None.
(c) Not applicable.
(d) None.
(e) The information requested by this Item appears in the Prospectus
and is incorporated herein by reference.
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<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) The preliminary prospectus included in Amendment No. 3 to the
Registration Statement is incorporated herein by reference.
(2) The final prospectus to be filed pursuant to Rule 424(b) is
incorporated herein by reference.
(3) The form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9) filed as Exhibit
99.2 to the Registration Statement is incorporated herein by
reference.
(4) The form of letter to shareholders of the Company from James
D. Thaxton, President and Chief Executive Officer of the
Company.*
(b) Not applicable.
(c) The Certificate of Designation, Preferences, and Rights of the
Series B Preferred Stock filed as Exhibit 4.3 to the
Registration Statement and the Form of Share Exchange
Agreement between the Company and Jack W. Robinson and his
affiliates filed as Exhibit 10.17 to the Registration
Statement are incorporated herein by reference.
(d) The tax opinion by Moore & Van Allen, PLLC, filed as Exhibit 8
to the Registration Statement is incorporated herein by
reference.
(e) Included in Exhibit (a)(1).
----------------
* To be filed by amendment.
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.
Oct. 21, 1997
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(Date)
/s/ Kenneth H. James
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(Signature)
Kenneth H. James
Chief Financial Officer
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<PAGE>
Exhibit (a)(4)
THE THAXTON GROUP, INC.
1524 PAGELAND HIGHWAY
LANCASTER, SOUTH CAROLINA 29721
October __, 1997
Dear Shareholder:
In order for The Thaxton Group, Inc. to continue to grow, the Company
needs to raise additional equity. Next month we expect to begin selling a new
series of preferred stock to the public. The enclosed prospectus describes a
special offer that The Thaxton Group, Inc. is making to its common shareholders
in recognition of the support that you have given us by investing in our stock.
This series of preferred stock will pay a dividend of 7.5% per year.
The dividends are cumulative and each share of preferred can be converted into
one share of common stock during a five-year period that begins on
_____________, 1998.
We have set aside 400,000 shares of this new series of preferred stock
to offer to our existing shareholders in an exchange offering that will be
conducted prior to commencement of the public offering. If you wish to
participate in this offering, you may purchase an unlimited number of shares of
preferred stock by exchanging one share of common stock and $10 in cash for
every two shares of preferred stock you wish to purchase.
Enclosed is a prospectus, which describes the current business and
financial condition of the Company and the terms of the exchange offering, and a
letter of transmittal for you to use to place your order. You should complete
the letter of transmittal, and submit a check for $10 for each share you wish to
purchase and the stock certificates for the shares you wish to exchange. If the
certificate you are submitting represents more shares of common stock than you
wish to exchange, a new stock certificate will be issued for the difference. If
more than 400,000 shares are subscribed for in the exchange offering, shares
will be allocated to each shareholder based on the percentage his or her
subscription represents to the total shares subscribed.
Thanks again for your past support of The Thaxton Group. If you have
any questions, please call me at (803) 416-5100 or Ken James at (803) 416-5102.
Sincerely,
Jim Thaxton
President
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