SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
JWGENESIS FINANCIAL CORP.
(Name Of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
482227105
(CUSIP Number of Class of Securities)
JOEL E. MARKS
VICE CHAIRMAN AND CHIEF OPERATING OFFICER
980 NORTH FEDERAL HIGHWAY, SUITE 310
BOCA RATON, FLORIDA 33432
(561) 338-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
W. RANDY EADDY, ESQ.
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET, N.E., SUITE 2800
ATLANTA, GA 30309-4530
(404) 815-6500
JANUARY 12, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE *
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$35,000,000 $7,000.00
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* Amount previously paid
[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: $7,000.00 Filing party: JWGenesis Financial
Corp.
Form or Registration No.: Schedule 13E-4. Date Filed: January 11, 2000.
<PAGE>
JWGenesis Financial Corp. hereby amends and supplements its Issuer Tender
Offer Statement on Schedule 13E-4, originally filed on January 11, 2000, and
supplemented on January 28, 2000 and February 3, 2000, with respect to an offer
to purchase up to 1,166,667 outstanding shares of its common stock, par value
$0.001 per share. Capitalized terms not defined in this Supplement have the
meanings assigned to them in the Offer to Purchase.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13E-4 is hereby supplemented and amended by
adding the following:
The Offer expired at 5:00 p.m., Eastern Time, on February 11, 2000. The
Company accepted a total of 1,166,667 Shares at a purchase price of $30.00 net
per Share. After the acceptance by the Company of all 25,587 tendered Odd Lot
Shares, the specific numbers of Shares tendered and accepted were as follows:
Definite Amount Metho Formulaic Number Method
Shares Tendered 3,455,094 1,530,848
Shares Accepted 790,731 350,349
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) of the Schedule 13E-4 is hereby supplemented and amended by
adding the following:
On February 14, 2000, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is filed as Exhibit (a)(10)
hereto and is incorporated herein by reference. On February 23, 2000, the
Company issued a press release announcing the final results of the Offer, a copy
of which is filed as Exhibit (a)(11) hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibits:
(a)(10) Press Release dated February 14, 2000.
(a)(11) Press Release dated February 23, 2000.
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.
Dated: February 25, 2000 JWGENESIS FINANCIAL CORP.
By:/s/ Joel E. Marks
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Joel E. Marks
Vice Chairman and Chief Operating Officer
Monday February 14, 9:30 am Eastern Time
Company Press Release
JWGenesis Financial Corp. Announces Preliminary Results of Its Cash Tender Offer
to Purchase Up to 1,166,667 of Its Outstanding Shares At $30 Net Per Share
BOCA RATON, Fla.--(BUSINESS WIRE)--Feb. 14, 2000--JWGenesis Financial Corp.
(AMEX:JWG - news) today announced the preliminary results of its cash tender
offer to purchase up to 1,166,667 shares of it's common stock at a net per share
price of $30. The cash tender offer expired at 5:00 p.m. Eastern Time on
February 11, 2000.
The Company announced that the tender offer was oversubscribed, that is, more
than 1,166,667 shares have been properly tendered. Accordingly, all shares
properly tendered will be accepted subject to proration based upon the
respective number of shares properly tendered pursuant to either (a) the
specific and definite number of shares method or (b) the formulaic method.
The final proration percentages, number of shares properly delivered and the
number of odd lots included therein will be calculated within the next few days.
Payment for shares properly tendered and accepted will be made as soon as
practicable.
JWGenesis Financial Corp., headquartered in Boca Raton, Florida, provides a wide
range of financial services to individuals, businesses and other brokerage firms
through its wholly-owned subsidiaries: JWGenesis Capital Markets, Inc.,
JWGenesis Securities, Inc., JWGenesis Financial Services, Inc. and JWGenesis
Financial Group, Inc.
Certain statements in this release regarding the Company's expected future
business and prospects constitute ``forward-looking statements'' within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based upon current expectations and involve
certain risks and uncertainties that could cause actual results to differ
materially from any such statement, including risks and uncertainties discussed
in the 1998 Annual Report on Form 10-K, as amended, of JWGenesis Financial
Corp., which discussions are incorporated herein by reference.
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Contact:
JWGenesis Financial Corp., Boca Raton
Margo Vuicich, Senior Vice President
561/338-2721
Wednesday February 23, 8:35 am Eastern Time
Company Press Release
JWGenesis Financial Corp. Announces Results of Its Cash Tender Offer to Purchase
Up to 1,166,667 of Its Outstanding Shares At $30 Net Per Share
BOCA RATON, Fla.--(BUSINESS WIRE)--Feb. 23, 2000--JWGenesis Financial Corp.
(AMEX:JWG - news) today announced the results of its cash tender offer to
purchase up to 1,166,667 shares of its common stock at a net per share price of
$30. The cash tender offer expired at 5:00 p.m. Eastern Time on February 11,
2000.
The Company reported that the offer was oversubscribed and that, after
acceptance of all tenders of Odd Lots (i.e., ownership of less than 100 shares),
the proration factor for accepting shares in the offer is 22.73% of the shares
tendered. For shareholders who tendered using the formulaic number approach
described in the offer, the application of that proration factor means that the
Company is accepting 16.897% of their total number of shares owned. Delivery of
payments for accepted shares, as well as the return of unaccepted shares, are
expected to be made within a week to ten days.
JWGenesis Financial Corp., headquartered in Boca Raton, Florida, provides a wide
range of financial services to individuals, businesses and other brokerage firms
through its wholly-owned subsidiaries: JWGenesis Capital Markets, Inc.,
JWGenesis Securities, Inc., JWGenesis Financial Services, Inc. and JWGenesis
Financial Group, Inc.
Certain statements in this release regarding the Company's expected future
business and prospects constitute ``forward-looking statements'' within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based upon current expectations and involve
certain risks and uncertainties that could cause actual results to differ
materially from any such statement, including risks and uncertainties discussed
in the 1998 Annual Report on Form 10-K, as amended, of JWGenesis Financial
Corp., which discussions are incorporated herein by reference.
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Contact:
JWGenesis, Boca Raton
Margo Vuicich, Senior Vice President, 561/338-2721
