As filed with the Securities and Exchange Commission on October 22, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
CHRISTIANA COMPANIES, INC.
(Name of the Issuer)
C2, INC.
SHELDON B. LUBAR
(Name of Person(s) Filing Statement)
COMMON SHARES $1.00 PAR VALUE
(Title of Class of Securities)
170819106
(CUSIP Number of Class of Securities)
--------------------
William T. Donovan
Chairman
C2, Inc.
700 North Water Street, Suite 1200
Milwaukee, Wisconsin 53202
(414) 291-9000
Facsimile: (414) 291-9061
--------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Marc J. Marotta
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
--------------------
This statement is filed in connection with (check the appropriate box):
A. |X| The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
B. |X| The filing of a registration statement under the Securities Act of 1933.
C. [ ] A tender offer.
D. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF REGISTRATION FEE
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Transaction Valuation Amount of Filing Fee
$85,193,623(1) $17,036(1)
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(1) Determined pursuant to Rule 0-11(b)(2) of the Securities Exchange Act of
1934.
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: $38,240
Form or Registration No.: Form S-4 Reg. No. 333-65663
Filing Party: Weatherford, Inc. and Christiana Companies, Inc.
Date Filed: February 19, 1998
<PAGE>
INTRODUCTION
This Schedule 13E-3 relates to the proposed merger (the "Merger") of
Christiana Acquisition, Inc. a Wisconsin corporation ("Sub") and wholly-owned
subsidiary of Weatherford International, Inc. (formerly known as EVI
Weatherford, Inc.), a Delaware corporation ("Weatherford") with and into
Christiana Companies, Inc., a Wisconsin corporation (the "Company"). Under the
terms of the Merger, the Christiana shareholders will be entitled to receive
shares of Weatherford Common Stock and cash in exchange for their shares of
Christiana Common Stock. The number of shares of Weatherford Common Stock that
will be issued to the Christiana shareholders will be equal to the number of
shares of Weatherford Common Stock held by Christiana at the time of the Merger
divided by the number of outstanding shares of Christiana Common Stock. The
amount of cash that will be payable to the Christiana shareholders in the Merger
will be equal to the amount of cash held by Christiana in excess of its accrued
unpaid taxes, the value of certain tax benefits and fixed liabilities at the
time of the Merger divided by the number of outstanding shares of Christiana
Common Stock at the time of the Merger.
As part of the Merger, the Company will sell two-thirds of its interest
in Total Logistic Control, LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Company ("Logistic") to C2, Inc., a newly-formed
Wisconsin corporation currently controlled by Sheldon B. Lubar ("C2") for $10.67
million (the "Logistic Sale"). Consummation of the Merger (including the
Logistic Sale) is subject to a number of conditions, including approval by the
shareholders of Weatherford and the Company.
Pursuant to a separate prospectus being provided to Company
shareholders, C2 is offering each Company shareholder the ability to purchase
one share of C2 common stock ("C2 Stock") for $4.00 per share for each share of
Christiana held immediately prior to the Merger, with the objective of raising
$20.8 million, $10.67 million of which will be utilized to fund the acquisition
of the two-thirds ownership in Logistic by C2. Christiana shareholders may
purchase additional shares of C2 subject to availability.
The information required to be disclosed to the Company's shareholders
by Schedule 13E-3 is contained in the Form S-4 Registration Statement of
Weatherford International, Inc. filed on October 14, 1998 (Reg. No. 333-65663),
which includes, as a part thereof, the Joint Proxy Statement for Weatherford and
the Company and a Prospectus relating to the Weatherford Shares (the "Form
S-4"). The following is a cross-reference sheet showing the location in the Form
S-4 of the information required by Schedule 13E-3.
1
<PAGE>
CROSS-REFERENCE SHEET
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
Item 1. Issuer and Class of Security
Subject to the Transaction.
(a).......................... COVER PAGE TO JOINT PROXY STATEMENT
PROSPECTUS; WHERE YOU CAN FIND MORE
INFORMATION; SUMMARY.
(b).......................... GENERAL INFORMATION ABOUT THE MEETINGS
- Record Date and Outstanding Shares.
(c)-(d)...................... SUMMARY - Price Range of Common Stock;
PRICE RANGE OF COMMON STOCK AND
DIVIDEND POLICY.
(e).......................... SUMMARY - Ancillary Transactions;
COVER PAGE TO JOINT PROXY
STATEMENT/PROSPECTUS; DESCRIPTION OF
C2 - General.
(f).......................... Since the commencement of the
Company's second full fiscal year
preceding the date of this Schedule
(i) the Company has not purchased any
of its own securities and (ii) Sheldon
B. Lubar purchased 2,500 shares of
Company Common Stock on September 9,
1996 for $21.350 per share and 2,000
shares of Company Common Stock on
September 19, 1996 for $22.250 per
share. Sheldon B. Lubar is the sole
shareholder of C2. Mr.Lubar acquired
his 25 shares of C2 on December 11,
1997 for $4.00 per share.
2
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
Item 2. Identity and Background.
(a)-(d); (g)................. DESCRIPTION OF C2 -
General--Management; STOCK OWNERSHIP
AND CERTAIN BENEFICIAL OWNERS -
Christiana. Sheldon B. Lubar is a
United States citizen. The business
addresses for the directors and
executive officers of C2 (which
includes Mr. Lubar) are as follows:
William T. Donovan - Director and
Chairman
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
David J. Lubar - Director and President
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
David E. Beckwith - Secretary
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Nicholas F. Brady - Director
Darby Advisors, Inc.
1133 Connecticut Avenue, N.W.
Suite 200
Washington, D.C. 20036
Albert O. Nicholas - Director
Nicholas Company, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
Sheldon B. Lubar - Director
700 North Water Street
Milwaukee, Wisconsin 53202
The addresses for the material
occupations, positions, offices or
employments for each of the directors and
executive officers of C2 (which includes
Mr. Lubar) during the last five years,
which occupations, positions, offices or
employments are described more fully
under DESCRIPTION OF C2 - Management are
as follows:
3
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
William T. Donovan
C2, Inc.
Christiana Companies, Inc.
Lubar & Co.
(Prior to December, 1997,
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202)
(December, 1997 - Present,
700 North Water Street
Milwaukee, Wisconsin 53202)
David J. Lubar
C2, Inc.
Lubar & Co.
(Prior to December, 1997,
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202)
(December, 1997 - Present,
700 North Water Street
Milwaukee, Wisconsin 53202)
Oyvind Solvang
C2, Inc.
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Cleary Gull Reiland & McDevitt, Inc.
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Scinticor, Incorporated
9051 West Heather Avenue
Milwaukee, WI 53224
4
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
Applied Power, Inc.
13000 West Silver Spring Drive
Butler, Wisconsin 53007
David E. Beckwith
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Nicholas F. Brady
Darby Advisors, Inc.
1133 Connecticut Avenue, N.W.
Suite 200
Washington, D.C. 20036
Sheldon B. Lubar
Lubar & Co.
Christiana Companies, Inc.
(Prior to December, 1997,
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202)
(December, 1997 - Present,
700 North Water Street
Milwaukee, Wisconsin 53202)
Albert O. Nicholas
Nicholas Company, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
(e)-(f)...................... During the last five years, neither C2
nor any person controlling C2, nor, to
the best knowledge of C2, any of the
directors or executive officers of C2
including, without limitation, Sheldon
B. Lubar, has (i) been convicted in a
criminal proceeding (excluding traffic
violations or similar misdemeanors);
or (ii) been a party to a civil
proceeding of a judicial or
administrative body of competent
jurisdiction and as a result of such
proceeding has been or is subject to a
judgment, decree or final order
enjoining future violations of, or
5
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
prohibiting activities subject to,
federal or state securities laws or
finding any violation of such laws.
Item 3. Past Contacts, Transactions
or Negotiations.
(a)-(b)...................... BACKGROUND OF THE TRANSACTION;
CHRISTIANA'S REASONS FOR THE
TRANSACTION; ANCILLARY TRANSACTIONS;
THE MERGER; INTERESTS OF CERTAIN
PERSONS IN THE TRANSACTION;
DESCRIPTION OF CHRISTIANA - Certain
Relationships and Related
Transactions; STOCK OWNERSHIP AND
CERTAIN BENEFICIAL OWNERS.
Item 4 Terms of the Transaction
(a).......................... SUMMARY; GENERAL INFORMATION ABOUT THE
MEETINGS; BACKGROUND OF THE
TRANSACTION; CHRISTIANA'S REASONS FOR
THE TRANSACTION; ANCILLARY
TRANSACTIONS; THE MERGER; MATERIAL
FEDERAL INCOME TAX CONSIDERATIONS.
(b).......................... ANCILLARY TRANSACTIONS; THE MERGER;
INTERESTS OF CERTAIN PERSONS IN THE
TRANSACTION.
Item 5. Plans or Proposals of the
Issuer or Affiliate.
(a)-(b);(e).................. WEATHERFORD'S REASONS FOR THE
TRANSACTION; THE MERGER; ORGANIZATION OF
WEATHERFORD AND CHRISTIANA AND LOGISTIC
BEFORE AND AFTER THE TRANSACTION;
ANCILLARY TRANSACTIONS.
6
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
(c).......................... THE MERGER - Terms of the Merger -
General Description of the Merger -
Management Following Merger.
(d).......................... THE MERGER - General Description of
the Merger.
(f)-(g)..................... The Merger will result in Christiana
Common Stock becoming eligible for
termination of registration pursuant
to Section 12(g)(4) of the Exchange
Act and the suspension of Christiana's
obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
Item 6. Sources and Amount of Funds
or Other Consideration.
(a).......................... SUMMARY - The Merger; THE MERGER -
Terms of the Merger; ANCILLARY
TRANSACTIONS.
(b).......................... SUMMARY; OPINIONS OF FINANCIAL
ADVISORS. DESCRIPTION OF C2 --
General; CHRISTIANA'S REASONS FOR THE
TRANSACTIONS.
(c)-(d)...................... DESCRIPTION OF C2 -- Description of
Logistic Credit Agreement.
Item 7. Purpose(s), Alternatives,
Reasons and Effects.
(a).......................... CHRISTIANA'S REASONS FOR THE
TRANSACTION.
(b).......................... BACKGROUND OF THE TRANSACTION.
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<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
(c).......................... BACKGROUND OF THE TRANSACTION;
CHRISTIANA'S REASONS FOR THE
TRANSACTION.
(d).......................... SUMMARY - The Merger; ANCILLARY
TRANSACTIONS; THE MERGER; DESCRIPTION
OF C2 - Description of Logistic Credit
Agreement.
Item 8. Fairness of the Transaction.
(a)-(b)...................... BACKGROUND OF THE TRANSACTION;
CHRISTIANA'S REASONS FOR THE
TRANSACTION. Both Mr. Lubar and C2
believe the entire Transaction
(including the Merger and the Logistic
Sale) are fair to unaffiliated
shareholders of the Company.
(c).......................... GENERAL INFORMATION ABOUT THE MEETINGS.
(d).......................... BACKGROUND OF THE TRANSACTION
(e).......................... BACKGROUND OF THE TRANSACTION
(f).......................... Not applicable.
8
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
Item 9. Reports, opinions,
Appraisals and Certain
Negotiations.
(a)-(c)...................... OPINIONS OF FINANCIAL ADVISORS;
BACKGROUND OF THE TRANSACTION; The
opinions of Prudential Securities
Incorporated and American Appraisal
Associates, Inc. will be made
available for inspection and copying
at the principal executive offices of
the Company during regular business
hours by any interested equity
security holder of Christiana or his
or her representative which has been
so designated in writing.
Item 10. Interest in Securities of
the Issuer.
(a).......................... STOCK OWNERSHIP AND CERTAIN BENEFICIAL
OWNERS.
(b).......................... Not applicable
Item 11. Contracts, Arrangements or
Understandings with Respect
to the Issuer's Securities.
THE MERGER; GENERAL INFORMATION ABOUT THE
MEETING; SUMMARY - Ancillary Transactions
- C2 Offering.
Item 12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction.
(a).......................... GENERAL INFORMATION ABOUT THE MEETINGS.
(b).......................... BACKGROUND OF THE TRANSACTION;
CHRISTIANA'S REASONS FOR THE
TRANSACTION.
9
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
Item 13. Other Provisions of the
Transaction.
(a).......................... THE MERGER
(b)-(c)...................... Not applicable
Item 14. Financial Information.
(a).......................... CHRISTIANA'S CONSOLIDATED FINANCIAL
STATEMENTS; CHRISTIANA CONSOLIDATED
FINANCIAL STATEMENTS; The Company's
ratio of earnings to fixed charges for
its fiscal years ended June 30, 1996,
June 30, 1997 and June 30, 1998 was
1.10x, 1.84x and 1.46x, respectively.
The Company's book value per share on
June 30, 1997 and on June 30, 1998 was
$14.03 and $26.46, respectively.
(b).......................... Not applicable.
Item 15. Persons and Assets Employed,
Retained or Utilized.
(a).......................... DESCRIPTION OF C2 - Management.
(b).......................... Not applicable.
Item 16. Additional Information Not applicable.
Item 17. Material to be Filed as
Exhibits.
(a).......................... Form of Credit Agreement, by and among
Logistic, Firstar Bank of Milwaukee,
N.A., individually and as agent, and
the lenders that are a part thereto.*
(b)(1)....................... Prudential Securities Opinion
(incorporated by reference to Appendix
E to Form S-4 (Reg. No. 333-65663)).
10
<PAGE>
Unless otherwise specified, all
references are
To sections of the Form S-4 or to
Schedule 13E-3 Exhibits
Item Number and Caption to this statement which are
incorporated by reference
(b)(2) American Appraisal Opinion
(incorporated by reference to Annex F
to Form S-4 (Reg. No. 333-65663)).
(c)(1)....................... Amended and Restated Agreement and
Plan of Merger, dated as of October
14, 1998, by and among Weatherford,
Sub, the Company and C2 (incorporated
by reference to Appendix A of Form S-4
(Reg. No. 333-65663)).
(c)(2)....................... Purchase Agreement, dated December 12,
1997, by and among Weatherford,
Logistic, the Company and C2
(incorporated by reference to Appendix
B to Form S-4 (Reg. No. 333-65663)).
(c)(3)....................... First Amended and Restated Operating
Agreement, by and among C2 and
Christiana (incorporated by reference
to Appendix C to Form S-4 (Reg. No.
333-65663)).
(d)(1)....................... Form S-4 filed October 14, 1998 (of
which the Joint Proxy Statement
Prospectus of the Company and
Weatherford is a part (Reg. No.
333-65663)).
(e).......................... Dissenters' rights provisions of the
Wisconsin Business Corporation Law
(incorporated by reference to Appendix
H of Form S-4 (Reg. No. 333-65663)).
(f).......................... Not applicable
- ----------------
* Previosly Filed
ITEM 1 ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is CHRISTIANA COMPANIES, INC., a Wisconsin
corporation (the "Company"). The address of its principal executive offices is
700 North Water Street, Suite 1200, Milwaukee, Wisconsin 53202.
(b) The class of equity securities to which this Schedule 13E-3 relates
is the Common Stock, par value $1.00 per share, of the Company. The amount of
such class outstanding as of October 16, 1998 is 5,149,330. The approximate
number of holders of record of such class as of October 16, 1998 is 920.
11
<PAGE>
(c) and (d) Reference is hereby made to the information set forth in the
sections entitled "SUMMARY - Price Range of Common Stock" and "PRICE RANGE OF
COMMON STOCK AND DIVIDEND POLICY" of the Form S-4, which is incorporated herein
by reference.
(e) Reference is hereby made to the Cover Page of the Joint Proxy
Statement/Prospectus and in the information set forth in the sections entitled
"SUMMARY Ancillary Transactions" and "DESCRIPTION OF C2 -General" of the Form
S-4, which is incorporated herein by reference.
(f) Since the commencement of the Company's second full fiscal year
preceding the date of this Schedule (i) the Company has not purchased any of its
own securities and (ii) Sheldon B. Lubar purchased 2,500 shares of Company
Common Stock on September 9, 1996 for $21.350 per share and 2,000 shares of
Company Common Stock on September 19, 1996 for $22.250 per share. Sheldon B.
Lubar is the sole shareholder of C2. Mr. Lubar acquired his 25 shares of C2 on
December 11, 1997 for $4.00 per share.
ITEM 2 IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Schedule 13E-3 is being filed by C2 and Sheldon B.
Lubar. Reference is hereby made to the information set forth in the sections
entitled "DESCRIPTION OF C2 - General" and "DESCRIPTION OF C2 - Management" and
the sections entitled "STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS-Christiana"
in the Form S-4, both of which are incorporated herein by reference. Sheldon B.
Lubar is a United States citizen. The business addresses for the directors and
executive officers of C2 (which includes Mr. Lubar) are as follows:
William T. Donovan - Director and Chairman
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
David J. Lubar - Director and President
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
David E. Beckwith - Secretary
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Nicholas F. Brady - Director
Darby Advisors, Inc.
1133 Connecticut Avenue, N.W.
Suite 200
Washington, D.C. 20036
12
<PAGE>
Albert O. Nicholas - Director
Nicholas Company, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
Sheldon B. Lubar - Director
700 North Water Street
Milwaukee, Wisconsin 53202
The addresses for the material occupations, positions, offices or
employments for each of the directors and executive officers of C2 (which
includes Mr. Lubar) during the last five years, which occupations, positions,
offices or employments are described more fully under "DESCRIPTION OF C2 -
Management" are as follows:
William T. Donovan
C2, Inc.
Christiana Companies, Inc.
Lubar & Co.
(Prior to December, 1997,
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202)
(December, 1997 - Present,
700 North Water Street
Milwaukee, Wisconsin 53202)
David J. Lubar
C2, Inc.
Lubar & Co.
(Prior to December, 1997,
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202)
(December, 1997 - Present,
700 North Water Street
Milwaukee, Wisconsin 53202)
Oyvind Solvang
C2, Inc.
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Cleary Gull Reiland & McDevitt, Inc.
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Scinticor, Incorporated
9051 West Heather Avenue
Milwaukee, WI 53224
13
<PAGE>
Nicholas F. Brady
Darby Advisors, Inc.
1133 Connecticut Avenue, N.W.
Suite 200
Washington, D.C. 20036
Albert O. Nicholas
Nicholas Company, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
David E. Beckwith
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Sheldon B. Lubar
Lubar & Co.
Christiana Companies, Inc.
(Prior to December, 1997,
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202)
(December, 1997 - Present,
700 North Water Street
Milwaukee, Wisconsin 53202)
(e) and (f) None of the persons or entities with respect to whom
information is required by this item was, during the last five years, convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities, subject to, federal or state securities laws or finding of any
violation of such laws.
ITEM 3 PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) Reference is hereby made to the information set forth in the
sections entitled "BACKGROUND ON THE TRANSACTION," "CHRISTIANA'S REASONS FOR THE
TRANSACTION," "ANCILLARY TRANSACTIONS," "THE MERGER," "INTERESTS OF CERTAIN
PERSONS IN THE TRANSACTION," DESCRIPTION OF CHRISTIANA - Certain Relationships
and Related Transactions," and "STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS"
of the Form S-4, which is incorporated herein by reference.
ITEM 4 TERMS OF THE TRANSACTION.
(a) Reference is hereby made to the information set forth in the
sections entitled "SUMMARY," "WHERE YOU CAN FIND MORE INFORMATION," "BACKGROUND
OF THE TRANSACTION," "CHRISTIANA's REASONS FOR THE TRANSACTION." "ANCILLARY
TRANSACTIONS," "THE MERGER," and "MATERIAL FEDERAL INCOME TAX CONSIDERATIONS" of
the Form S-4, which is incorporated herein by reference.
14
<PAGE>
(b) Reference is hereby made to the information set forth in the
sections entitled "ANCILLARY TRANSACTIONS," "THE MERGER," and "INTERESTS OF
CERTAIN PERSONS IN THE TRANSACTION" of the Form S-4, which is incorporated
herein by reference.
ITEM 5 PLANS OF PROPOSALS OF THE ISSUER OR AFFILIATE.
Other than as set forth herein or in the Form S-4, neither the Company,
any affiliate of the Company, C2 nor Mr. Lubar have any plan or proposal
regarding activities or transactions which are to occur after the Transaction
which relate to or result in:
(i) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company, C2 or any of their
subsidiaries;
(ii) A sale or transfer of a material amount of assets of the Company,
C2 or any of their subsidiaries;
(iii) Any change in the present board of directors or management of the
Company or C2 including, but not limited to, any plan or proposal to change the
number or term of directors, to fill any existing vacancy on the board or to
change any material term of the employment contract of any executive officer;
(iv) Any material change in the present dividend rate or policy or
indebtedness or capitalization of the Company or C2;
(v) Any other material change in the Company's or C2's corporate
structure or business;
(vi) A class of equity securities of the Company or C2 becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(vii) The suspension of the Company's or C2's obligation to file
reports pursuant to Section 15(d) of the Securities Exchange Act of 1934.
(a), (b) and (e) Reference is hereby made to the information set forth
in the sections entitled "WEATHERFORD'S REASONS FOR THE TRANSACTION," "THE
MERGER," "ORGANIZATION OF WEATHERFORD AND CHRISTIANA BEFORE AND AFTER THE
TRANSACTION," and "ANCILLARY TRANSACTIONS" in the Form S-4, which is
incorporated herein by reference. Except as set forth in the Form S-4, neither
C2 nor Sheldon B. Lubar have any present plans or proposals which would relate
to, or would result in, any transaction, change or other occurrence with respect
to the Company or any class of its equity securities.
(c) Reference is hereby made to the information set forth in the
sections entitled "THE MERGER - Terms of the Merger - General Description of the
Merger - Management Following Merger" of the Form S-4 which is incorporated
herein by reference.
(d) Reference is hereby made to the information set forth in the
section entitled "THE MERGER - General Description of the Merger of the Form
S-4" which is incorporated herein by reference.
15
<PAGE>
(f) and (g) The Merger will result in Company Common Stock becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act and the suspension of Company's obligations to file reports
pursuant to Section 15(d) of the Exchange Act.
ITEM 6 SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is hereby made to the information set forth in the
sections entitled "SUMMARY - The Merger," "THE MERGER - Terms of the Merger,"
and "ANCILLARY TRANSACTIONS" of the Form S-4, which is incorporated herein by
reference.
(b) Reference is hereby made to the sections entitled "OPINIONS OF
FINANCIAL ADVISORS" "DESCRIPTION OF C2 - General" and "CHRISTIANA'S REASONS FOR
THE TRANSACTION" of the Form S-4, which is incorporated herein by reference.
(c)-(d) Reference is hereby made to the section entitled "DESCRIPTION
OF C2 Description of Logistic Credit Agreement" in the Form S-4, which is
incorporated herein by reference.
ITEM 7 PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) Reference is hereby made to the information set forth in the
section entitled "CHRISTIANA'S REASONS FOR THE MERGER" of Form S-4, which is
incorporated herein by reference.
(b) Reference is hereby made to the section entitled "BACKGROUND OF THE
TRANSACTION" of the Form S-4, which is incorporated herein by reference.
(c) Reference is hereby made to the sections entitled "BACKGROUND OF
THE TRANSACTION" and "CHRISTIANA'S REASONS FOR THE TRANSACTION" of the Form S-4,
which is incorporated herein by reference.
(d) Reference is hereby made to the information set forth in the
sections entitled "SUMMARY - The Merger," "ANCILLARY TRANSACTIONS", "THE MERGER"
and "DESCRIPTION OF C2 Description of Logistic Credit Agreement" of the Form
S-4, which is incorporated herein by reference.
ITEM 8 FAIRNESS OF THE TRANSACTION.
(a)-(b) Reference is hereby made to the information set forth in the
sections entitled "BACKGROUND OF THE TRANSACTION" and "CHRISTIANA'S REASONS FOR
THE TRANSACTION" of the Form S-4, which is incorporated herein by reference.
(c) Reference is hereby made to the information set forth in the
section entitled "GENERAL INFORMATION ABOUT THE MEETINGS" of the Form S-4, which
is incorporated herein by reference.
(d)-(e) Reference is hereby made to the section entitled "BACKGROUND OF
THE TRANSACTION" of the Form S-4, which is incorporated herein by reference.
(f) No such offer has been received.
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ITEM 9 REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) Reference is hereby made to the information set forth in the
sections entitled "OPINIONS OF FINANCIAL ADVISORS" and "BACKGROUND OF THE
TRANSACTION" of the Form S-4, which is incorporated herein by reference. The
opinions of Prudential Securities Incorporated and American Appraisal
Associates, Inc. will be made available for inspection and copying at the
principal executive offices of the Company during regular business hours by any
interested equity security holder of Christiana or his or her representative
which has been so designated in writing.
ITEM 10 INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Reference is hereby made to the information set forth in
the section entitled "STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS" of the Form
S-4, which is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Reference is hereby made to the information set forth in the sections
entitled "THE MERGER", "GENERAL INFORMATION ABOUT THE MEETINGS", "DESCRIPTION OF
C2 - General"; "SUMMARY Ancillary Transactions - C2 Offering" of the Form S-4,
which is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) Reference is hereby made to the information set forth in the
section entitled "GENERAL INFORMATION ABOUT THE MEETINGS" of the Form S-4, which
is incorporated herein by reference.
(b) Reference is hereby made to the information set forth in the
sections entitled "BACKGROUND OF THE TRANSACTION" and "CHRISTIANA'S REASONS FOR
THE TRANSACTION" of the Form S-4, which is incorporated herein by reference.
ITEM 13 OTHER PROVISIONS OF THE TRANSACTION.
(a) Reference is hereby made to the information set forth in the
section entitled "THE MERGER" of the Form S-4, which is incorporated herein by
reference.
(b) None.
(c) Not applicable.
ITEM 14 FINANCIAL INFORMATION.
(a) Reference is hereby made to the information set forth in the
sections entitled "CHRISTIANA'S CONSOLIDATED FINANCIAL STATEMENTS" and
"CHRISTIANA CONSOLIDATED FINANCIAL STATEMENTS" to the Form S-4, which is
incorporated herein by reference. The Company's ratio of earnings to fixed
charges for its fiscal years ended June 30, 1996,
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June 30, 1997 and June 30, 1998 was 1.10x, 1.84x and 1.46x,
respectively. The Company's book value per share on June 30, 1997 and on June
30, 1998 was $14.03 and $26.46, respectively.
(b) The information requested herein is not material since, following
the Merger, the Company will be a wholly-owned subsidiary of Weatherford with no
operations. In addition, the Merger will result in shares of Company Common
Stock being automatically converted into the consideration described above in
this Schedule 13E-3 under the heading "Introduction."
ITEM 15 PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Reference is hereby made to the section entitled "DESCRIPTION OF C2
- - Management" of the Form S-4, which is incorporated by reference herein.
(b) Not applicable.
ITEM 16 ADDITIONAL INFORMATION.
Reference is hereby made to the entire text of the Form S-4, which are
incorporated herein by reference.
ITEM 17 MATERIAL TO BE FILED AS EXHIBITS.
(a)-- Form of Credit Agreement, by and among Logistic, Firstar Bank of
Milwaukee, N.A. individually and as agent, and the lenders that are a
party thereto.*
(b)(1)-- Prudential Securities Opinion (incorporated by reference to Appendix E
to Form S-4 (Reg. No. 333-65663)).
(b)(2)-- American Appraisal Opinion (incorporated by reference to Annex G to
Form S-4 (Reg. No. 333-65663)).
(c)(1)-- Amended and Restated Agreement and Plan of Merger, dated as of October
14, 1998, by and among Weatherford, Sub, the Company and C2
(incorporated by reference to Appendix A of Form S-4 (Reg. No.
333-65663)).
(c)(2)-- Purchase Agreement, dated December 12, 1997, by and among Weatherford,
Logistic, the Company and C2 (incorporated by reference to Appendix B
to Form S-4 (Reg. No. 333-65663)).
(c)(3)-- First Amended and Restated Operating Agreement,l by and among C2 and
Christiana (incorporated by reference to Appendix C to Form S-4 (Reg.
No. 333-65663)).
(d)(1)-- Form S-4 filed October 14, 1998 (of which the Joint Proxy Statement
Prospectus of the Company and Weatherford is a part (Reg. No.
333-65663)).
(e)-- Dissenters' rights provisions of the Wisconsin Business Corporation Law
(incorporated by reference to Appendix H of Form S-4 (Reg. No.
333-65663)).
(f)-- Not applicable
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*Previously Filed
18
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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: October 22, 1998
C2, INC.
By: /s/William T. Donovan
William T. Donovan
Chairman
By: /s/Sheldon B. Lubar
Sheldon B. Lubar
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Number and Description
Page
(a) -- Form of Credit Agreement, by and among Logistic, Firstar Bank
of Milwaukee, N.A. individually and as agent, and the lenders
that are a party thereto.*
(b)(1) --
Prudential Securities Opinion (incorporated by reference to
Appendix F to Form S-4 (Reg. No. 333-65663)).
(b)(2) --
American Appraisal Opinion (incorporated by reference to Annex
G to Form S-4 (Reg. No. 333-65663)).
(c)(1) --
Amended and Restated Agreement and Plan of Merger, dated as of
October 14, 1998, by and among Weatherford, Sub, the Company
and C2 (incorporated by reference to Appendix A of Form S-4
(Reg. No. 333-65663)).
(c)(2) -- Purchase Agreement, dated December 12, 1997, by and among
Weatherford, Logistic, the Company and C2 (incorporated by
reference to Appendix B to Form S-4 (Reg. No. 333-65663)).
(c)(3) -- First Amended and Restated Operating Agreement by and among C2
and Christiana (incorporated by reference to Appendix D to
Form S-4 (Reg. No. 333-65663)).
(d)(1) -- Form S-4 filed October 14, 1998 (of which the Joint Proxy
Statement Prospectus of the Company and Weatherford is a part
(Reg. No. 333-65663)). (e) -- Dissenters' rights provisions of
the Wisconsin Business Corporation Law (incorporated by
reference to Appendix H of Form S-4 (Reg. No. 333-65663)).
(f) -- Not applicable
- --------------------
*Previously Filed
20
