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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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.
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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, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Supplement No. 2 to Offer to Purchase.
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 3, 2000 JWGENESIS FINANCIAL CORP.
By: /s/ Joel E. Marks
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Joel E. Marks
Vice Chairman and Chief Operating Officer
2
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EXHIBIT INDEX
EXHIBIT
Number DESCRIPTION
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(a)(9) Supplement No. 2 to Offer to Purchase.
3
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JWGENESIS FINANCIAL CORP.
Supplement No. 2
to
Offer to Purchase for Cash
Up To 1,166,667 Shares of its Common Stock
At a Purchase Price, Net
of $30.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN
TIME, ON FRIDAY, FEBRUARY 11, 2000, UNLESS THE OFFER IS EXTENDED.
JWGenesis Financial Corp. (the "Company") hereby supplements the
information contained in the Offer to Purchase dated January 10, 2000, as
previously supplemented on January 28, 2000, as follows:
1. The Company is revising and clarifying its position about possibly
affording Odd Lot Holders a priority with respect to the purchase of their
Shares in the event of an Oversubscription of the Offer. The Company had
proposed, as a special benefit and convenience for its existing shareholders
who own Odd Lots only (i.e., less than a total of 100 Shares), to purchase all
Shares included as part of a properly tendered and not properly withdrawn Odd
Lot, rather than subject such tenders of Odd Lots to the proration process
(thereby further reducing a person's holding below 100 Shares) in the event of
an Oversubscription. The Company recognized that some difficulty or extra
expense (in the form of delayed execution of sale orders and higher brokerage
commissions, respectively) is often experienced by Odd Lots in selling their
shares in the public markets. Since the commencement of the Offer, however,
the Company has received an inordinate number of inquiries about purchases of
Odd Lots in market trading of its Shares. The Company is concerned that if
such activity is taking place, it might reflect attempts by some persons to
obtain an arbitrage advantage over other stockholders of the Company if there
were to be a priority for Odd Lots in the event of an Oversubscription of the
Offer. The proration process was established in order to ensure fair treatment
of all stockholders in an Oversubscription context. Such fairness would be
undermined if certain persons -- by creating apparent, but essentially
artificial, Odd Lot ownership of Shares among numerous related persons or
entities who then tender their respective putative Odd Lots -- were to abuse
the limited circumstances envisioned by the Odd Lot priority exception.
Accordingly, the discussions in Item 1 and all other references in the
Offer to Purchase, and in the Letter of Transmittal, respecting the possible
priority for the purchase of Odd Lots in the event of an Oversubscription are
revised to clarify that the Company will not afford priority to Odd Lot
Holders if it believes, in its reasonable judgment, that doing so would be
unfair to its other stockholders. In such event, the Company would apply the
proration process to all properly tendered and not properly withdrawn Shares,
without regard to the presence of Odd Lots.
2. Except to the extent set forth above, this Supplement does not affect
any of the other information contained in the Offer to Purchase, as previously
supplemented.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, or the Notice of Guaranteed Delivery
may be directed to American Stock Transfer & Trust Co. (the "Information
Agent") at the following address and telephone number:
40 Wall Street
New York, New York 10005
(212) 921-8200
Attn: Shareholder Relations Department
February 3, 2000
