SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Besicorp Ltd.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
Common Stock, par value $.01 per share
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1) Title of each class of securities to which transaction applies:
77,919 shares of common stock
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2) Aggregate number of securities to which transaction applies:
The value of the transaction is $4,587,316, calculated as follows: the Cash
Merger Consideration for the 77,919 shares of Besicorp Ltd. Common Stock to be
acquired by the Buyer (i.e., all of the shares of Besicorp's common stock
excluding the 57,967 shares of Common Stock owned as of the Record Date (as
defined in the Revised Preliminary Proxy Materials (the "Materials") filed
contemporaneously herewith by the Buyer)) equals the aggregate cash merger
consideration of $8,000,000 divided by 135,886 (the Total Shares (as defined in
the Materials)) multiplied by 77,919. No value is ascribed to the Combined
Deferred Payment Rights, as such term is defined in the Materials.
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
$ 4,587,316
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4) Proposed maximum aggregate value of transaction:
$ 917.44
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5) Total fee paid:
[X] Fee paid previously with preliminary materials:
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[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid: $917.93
2) Form, Schedule or Registration Statement No.: Schedule 14A-
Preliminary Proxy Statement
3) Filing Party: Besicorp Ltd.
4) Date Filed: December 6, 1999
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Besicorp Ltd.
1151 Flatbush Road
Kingston, New York 12401
SUPPLEMENT TO PROXY STATEMENT
Shareholders of Besicorp Ltd. (the "Company") should have previously
received a Notice and Proxy Statement dated March 31, 2000 (the "Proxy
Statement") with respect to the Special Meeting of Shareholders to be
held on April 25, 2000 at 10:00 a.m., local time, at Robinson Brog
Leinwand Greene Genovese & Gluck P.C., 1345 Avenue of the Americas,
31st Floor, New York, New York 10105-0143. Subsequent to the printing
and mailing of the Proxy Statement, it was realized that the Proxy
Statement contained certain typographical errors. This Supplement to
the Proxy Statement is first being mailed to shareholders of the
Company on or about April 4, 2000. The following pages of the Proxy
Statement are hereby amended and supplemented in the manner set forth
below (capitalized terms used without being defined herein shall have
the meanings ascribed to such terms by the Proxy Statement):
1. Page 76 (a) Historical Costs and Expenses for the Nine
Months Ended December 31, 1999 should be
$10.0 million.
(b) The Pro Forma Net Loss Per Share (unaudited)
for the Nine Months Ended December 31, 1999
should be $(26.26).
2. Page F-2 The references to "Note 15" in the last
paragraph of such page should be amended
to read "Note 16".
3. Page F-3 (a) Deferred costs as at March 31, 1998 should
be $1,316,693.
(b) "Other Assets - Long Term Notes Receivable -
Others" at March 31, 1998 should be
$129,886.
(c) "Other Assets - Long Term Notes Receivable"
at March 31, 1999 should be $0.
4. Page F-13 The first sentence in Note 6 should be
amended to read as follows: "Included in
Other Assets at December 31, 1999 is
approximately $1.48 million which represents
the Company's share of the Liquidated
Partnership Funds.
5.Page F-18 - Three Months Ended December 31, 1998
(a) The Identifiable assets under the Project
Segment column should be amended to read
$13,566,367.
(b) The "Eliminations" for the "Identifiable
assets" row should be $(11,994,756).
