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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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, 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 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: January 28, 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
- -------- -----------
(a)(9) Supplement to Offer to Purchase.
3
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JWGENESIS FINANCIAL CORP.
Supplement
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
follows:
1. Information and statements contained in the Offer to Purchase are not
covered by the safe harbor for forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Despite the inapplicability of such
safe harbor, the Company hereby reaffirms its statements contained in the
Offer to Purchase, as supplemented herein.
2. The Company's determination of the satisfaction of each condition
referenced in Item 6 of the Offer to Purchase will be made by the Company in
its reasonable discretion. All references in such Item 6 to the Company's
"sole judgment" have been revised, so that the applicable standard shall
instead by the "reasonable discretion" of the Company. In addition, to the
extent that any condition referenced in Item 6 is within the Company's control
as a result of being subject to a dispositive action or omission directly
within the Company's control, the Company shall not assert such condition as a
basis for not consummating the Offer.
3. The last paragraph of Item 6, "Certain Conditions of the Offer", is
hereby amended and restated as follows:
"The foregoing conditions, which are not within the Company's control, may
be waived by the Company, in whole or in part, at any time and from time to
time prior to the Expiration Date, in its reasonable discretion. The Company's
failure at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right, and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time prior to
the Expiration Date. Any determination by the Company concerning the events
described above will be final and binding on all parties."
4. Except to the extent set forth above, this Supplement does not affect
any of the other information contained in the Offer to Purchase.
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
January 28, 2000
