As filed with the Securities and Exchange Commission May 27, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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
Transaction Valuation Amount of Filing Fee
$186,645,571(1) $37,330(1)
(1) Determined pursuant to Rule 0-11(b)(2) of the Securities Exchange Act
of 1934.
[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: $38,240
Form or Registration No.: Schedule 14A (File No. 1-3846)
Filing Party: EVI, 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 EVI, Inc., a Delaware corporation ("EVI")
with and into Christiana Companies, Inc., a Wisconsin corporation (the
"Company"), pursuant to which each share of Common Stock, without par
value (collectively, the "Shares"), of the Company will be converted into
the right to receive (i) approximately 0.74913 shares of EVI Common Stock,
$1.00 par value ("EVI Shares"); (ii) cash of approximately $3.50 (the
"Cash Consideration"); and (iii) a contingent cash payment of
approximately $1.92, which is payable no earlier than five years after the
effective date of the Merger to the extent such funds are not required to
satisfy contingent claims against the Company and various indemnity
obligations.
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 EVI 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 (i) the Schedule 14A filed
by EVI and the Company with the Securities and Exchange Commission (the
"Commission") on February 19 1998 (File No. 1-3846) and as amended by
Amendment No. 1 filed on April 6, 1998 and Amendment No. 2 filed on April
27, 1998 and Amendment No. 3 filed on May 27, 1998, which includes, as a
part thereof, the Joint Proxy Statement for EVI and the Company and a
Prospectus relating to the EVI Shares (the "Schedule 14A") and (ii) the
Form S-1 Registration Statement of C2, Inc. filed with the Commission on
February 10, 1998 (Registration No. 333-46027) as amended by Amendment No.
1 filed on March 23, 1998 and Amendment No. 2 filed on April 22, 1998 and
Amendment No. 3 filed on May 27, 1998, which includes, as a part thereof,
the Prospectus relating to the sale of C2 Stock (the "C2 Registration
Statement"). The following is a cross-reference sheet showing the
location in the Schedule 14A and the C2 Registration Statement of the
information required by Schedule 13E-3.
CROSS-REFERENCE SHEET
Unless otherwise specified, all references are
to sections of the Schedule 14A or
to the C2 Registration Statement (as
Schedule 13E-3 indicated by footnote) or to Exhibits to this
Item Number and Caption 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(a); INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE(a); SUMMARY.(a)
(b) . . . . . . . GENERAL INFORMATION ABOUT THE MEETINGS -
Record Date and Outstanding Shares.(a)
(c)-(d). . . . . . SUMMARY - Price Range of Common Stock(a);
PRICE RANGE OF COMMON STOCK AND DIVIDEND
POLICY(a).
(e) . . . . . . . SUMMARY - Ancillary Transactions(a); COVER
PAGE OF C2 PROSPECTUS(b); SUMMARY(b); THE
OFFERING(b).
(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); (g) . . . PROSPECTUS SUMMARY(b); MANAGEMENT(b); STOCK
OWNERSHIP AND CERTAIN BENEFICIAL OWNERS -
Christiana(a). 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 MANAGEMENT(b) 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.
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
executivve 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 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) . . . . . SUMMARY(a); BACKGROUND ON THE
TRANSACTION(a); CHRISTIANA'S REASONS FOR THE
TRANSACTION(a); OPINIONS OF FINANCIAL ADVISORS
- Prudential Securities Opinion--American
Appraisal Opinion; ANCILLARY TRANSACTIONS(a);
THE MERGER(a); INTERESTS OF CERTAIN PERSONS IN
THE TRANSACTION(a); PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS(a); NOTES TO
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(a); DESCRIPTION OF CHRISTIANA -
Certain Relationships and Related
Transactions(a); STOCK OWNERSHIP AND CERTAIN
BENEFICIAL OWNERS(a); COVER PAGE OF C2
PROSPECTUS(b); PROSPECTUS SUMMARY(b); RISK
FACTORS(b); SUMMARY OF CERTAIN TERMS OF THE
MERGER(b); PRO FORMA SUMMARY COMBINED BALANCE
SHEET(b); PRO FORMA SUMMARY COMBINED
STATEMENTS OF INCOME(b); BUSINESS(b); THE
PURCHASE AGREEMENT(b); THE OFFERING(b);
CERTAIN TRANSACTIONS(b); PRINCIPAL
SHAREHOLDERS(b).
Item 4. Terms of the
Transaction.
(a) . . . . . . . SUMMARY(a); GENERAL INFORMATION ABOUT THE
MEETINGS(a); BACKGROUND OF THE TRANSACTION(a);
CHRISTIANA's REASONS FOR THE TRANSACTION(a);
ANCILLARY TRANSACTIONS(a); THE MERGER(a);
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS(a);
PROSPECTUS SUMMARY(b); SUMMARY OF CERTAIN
TERMS OF THE MERGER(b); THE PURCHASE
AGREEMENT(b); THE OPERATING AGREEMENT(b); THE
OFFERING(b).
(b) . . . . . . . ANCILLARY TRANSACTIONS(a); THE MERGER(a);
INTERESTS OF CERTAIN PERSONS IN THE
TRANSACTION(a); PROSPECTUS SUMMARY(b); THE
OFFERING(b); CERTAIN TRANSACTIONS(b).
Item 5. Plans or
Proposals of
the Issuer or
Affiliate.
(a)-(b); (e) . . . EVI'S REASONS FOR THE TRANSACTION(a); THE
MERGER(a); ORGANIZATION OF EVI AND CHRISTIANA
BEFORE AND AFTER THE TRANSACTION(a); ANCILLARY
TRANSACTIONS(a); THE PURCHASE AGREEMENT(b);
BUSINESS(b); MANAGEMENT(b)
(c) . . . . . . . THE MERGER - Terms of the Merger - General
Description of the Merger - Management
Following Merger(a).
(d) . . . . . . . THE MERGER - General Description of the
Merger(a).
(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
(a) . . . . . . . SUMMARY - The Merger(a); THE MERGER - Terms of
Consideration the Merger(a); ANCILLARY
TRANSACTIONS(a).
(b) . . . . . . . SUMMARY(a); PART II - ITEM 13 INFORMATION NOT
REQUIRED IN PROSPECTUS(b); OPINIONS OF
FINANCIAL ADVISORS(a). C2 will bear expenses
associated with its offering of Common Stock
pursuant to the C2 Registration Statement.
These expenses are estimated as follows: (i)
Securities and Exchange Commission filing fee,
$6,140; (ii) Nasdaq listing fee, $10,000;
(iii) Blue Sky fees and expenses, $2,000; (iv)
Transfer Agent expenses and fees, $3,000; (v)
printing and engraving expenses, $30,000; (vi)
accounting fees, $45,000; and (vii) legal
fees, $70,000. Christiana will bear all
expenses relating to the Merger, as well as
the Logistic Sale, all as more detailed in the
cross-references set forth above. Mr. Lubar
will not personally bear any expenses relating
to the Merger, the Logistic Sale or the C2
offering. See also "Christiana Reasons for
the Merger".(a)
(c)-(d) . . . . . MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- Description of Credit Agreement(b).
Item 7. Purpose(s),
Alternatives,
Reasons and
Effects.
(a) . . . . . . . CHRISTIANA'S REASONS FOR THE TRANSACTION(a).
(b) . . . . . . . BACKGROUND OF THE TRANSACTION(a).
(c) . . . . . . . BACKGROUND OF THE TRANSACTION(a); CHRISTIANA'S
REASONS FOR THE TRANSACTION(a).
(d) . . . . . . . SUMMARY - The Merger(a); ANCILLARY
TRANSACTIONS (a); THE MERGER(a); RISK FACTORS
- Assumed Liabilities and Indemnification
Obligations of the Company and TLC(b); RISK
FACTORS - Deficit of Earnings to Fixed
Charges(b); BUSINESS(b); THE OFFERING(b).
Item 8. Fairness of
the
Transaction.
(a)-(b) . . . . . BACKGROUND OF THE TRANSACTION(a); CHRISTIANA'S
REASONS FOR THE TRANSACTION(a). 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(a).
(d) . . . . . . . BACKGROUND OF THE TRANSACTION(a)
(e) . . . . . . . BACKGROUND OF THE TRANSACTION(a)
(f) . . . . . . . Not applicable.
Item 9. Reports,
opinions, Appraisals
and Certain
Negotiations.
(a)-(c). . . . . . OPINIONS OF FINANCIAL ADVISORS(a); BACKGROUND
OF THE TRANSACTION(a); 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(a).
(b) . . . . . . . Not applicable
Item 11. Contracts,
Arrangements or
Understandings with
Respect to the Issuer's
Securities . . . . . . THE MERGER(a); GENERAL INFORMATION ABOUT THE
MEETING(a); THE OFFERING(b).
Item 12. Present
Intention and
Recommendation of
Certain Persons with
Regard to the
Transaction.
(a) . . . . . . . GENERAL INFORMATION ABOUT THE MEETING(a).
(b) . . . . . . . BACKGROUND OF THE TRANSACTION(a); CHRISTIANA'S
REASONS FOR THE TRANSACTION(a).
Item 13. Other
Provisions of the
Transaction.
(a) . . . . . . . THE MERGER(a)
(b)-(c). . . . . . Not applicable
14. Financial
Information.
(a) . . . . . . . CHRISTIANA'S CONSOLIDATED FINANCIAL
STATEMENTS(a); CHRISTIANA CONSOLIDATED
FINANCIAL STATEMENTS(a); The Company's ratio
of earnings to fixed charges for its fiscal
years ended June 30, 1996 and June 30, 1997
and for the six months ended December 31, 1997
was 1.10x, 1.84x and 1.19x, respectively. The
Company's book value per share on June 30,
1997 and as of December 31, 1997 was $14.03
and $14.52, respectively.
(b) . . . . . . . Not applicable.
Item 15. Persons and
Assets Employed,
Retained or Utilized.
(a) . . . . . . . MANAGEMENT(b).
(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 party thereto (incorporated by
reference to Exhibit 10 to the Registration
Statement (Reg. No. 333-46027)).
(b)(1) . . . . . . Prudential Securities Opinion (incorporated by
reference to Appendix E to Schedule 14A (File
No. 1-3846)).
(b)(2) . . . . . . American Appraisal Opinion (incorporated by
reference to Annex F to Schedule 14A (File No.
1-3846)).
(c)(1) . . . . . . Agreement and Plan of Merger, dated as of
December 12, 1997, by and among EVI, Sub, the
Company and C2 (incorporated by reference to
Appendix A of Schedule 14A (File No. 13846)).
(c)(2) . . . . . . Purchase Agreement, dated December 12, 1997,
by and among EVI, Logistic, the Company and C2
(incorporated by reference to Appendix B to
Schedule 14A (File No. 1-3846)).
(c)(3) . . . . . . Amended and Restated Operating Agreement, by
and among C2 and Christiana (incorporated by
reference to Appendix C to Schedule 14A (File
No. 1-3846)).
(c)(4) . . . . . . Amendment No. 1 to Agreement and Plan of
Merger and Logistic Purchase Agreement
(incorporated by reference to Appendix C to
Schedule 14A (File No. 1-3846)).
(d)(1) . . . . . . Amendment No. 2 to Registration Statement (of
which the C2 Prospectus is a part) (Reg. No.
333-46027).
(d)(2) . . . . . . Amendment No. 2 to Schedule 14A (of which the
Joint Proxy Statement/Prospectus of the
Company and EVI is a part) (File No. 1-3846).
(d)(3) . . . . . . Form of Letter of Transmittal (incorporated by
reference to Exhibit 4.4 to Registration
Statement (Reg. No. 333-46027)).
(d)(4) . . . . . . Amendment No. 3 to Schedule 14A (of which the
Joint Proxy Statement Prospectus of the
Company and EVI is a part (File No. 1-3846)).
(e) . . . . . . . Dissenters' rights provisions of the Wisconsin
Business Corporation Law (incorporated by
reference to Appendix H of Schedule 14A (File
No. 1-3846)).
(f) . . . . . . . Not applicable
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 April 23, 1998 is 5,149,330.
The approximate number of holders of record of such class as of April 23,
1998 is 920.
(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 Schedule 14A, which is
incorporated herein by reference.
(e) Reference is hereby made to the information set forth in the
section entitled "SUMMARY - Ancillary Transactions" of the Schedule 14A
and on the Cover Page and under the sections entitled "SUMMARY" and "THE
OFFERING" of the C2 Registration Statement, both of which are 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 "PROSPECTUS SUMMARY" and "MANAGEMENT" of the C2
Registration Statement and the section entitled "STOCK OWNERSHIP AND
CERTAIN BENEFICIAL OWNERS-Christiana" in the Schedule 14A, 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
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
MANAGEMENT(b) 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
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.
700 North Water Street
Suite 1200
Milwaukee, Wisconsin 53202
Albert O. Nicholas
Nicholas Company, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
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) 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 "SUMMARY," "BACKGROUND ON THE TRANSACTION,"
"CHRISTIANA'S REASONS FOR THE TRANSACTION," "OPINIONS OF FINANCIAL
ADVISORS - Prudential Securities Opinion--American Appraisal Opinion,"
"ANCILLARY TRANSACTIONS," "THE MERGER," "INTERESTS OF CERTAIN PERSONS IN
THE TRANSACTION," "PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS,"
"NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS,"
DESCRIPTION OF CHRISTIANA - Certain Relationships and Related
Transactions," and "STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS" of the
Schedule 14A and the Cover Page and the sections entitled "PROSPECTUS
SUMMARY," "RISK FACTORS," "SUMMARY OF CERTAIN TERMS OF THE MERGER," PRO
FORMA SUMMARY COMBINED BALANCE SHEET," "PRO FORMA SUMMARY COMBINED
STATEMENTS OF INCOME," "BUSINESS," "THE PURCHASE AGREEMENT," "THE
OFFERING," "CERTAIN TRANSACTIONS," and "PRINCIPAL SHAREHOLDERS" in the C2
Registration Statement, both of which are 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," "GENERAL INFORMATION ABOUT THE MEETINGS,"
"BACKGROUND OF THE TRANSACTION," "CHRISTIANA's REASONS FOR THE
TRANSACTION." "ANCILLARY TRANSACTIONS," "THE MERGER," and "MATERIAL
FEDERAL INCOME TAX CONSIDERATIONS" of the Schedule 14A and the sections
entitled "PROSPECTUS SUMMARY," "SUMMARY OF CERTAIN TERMS OF THE MERGER,"
THE PURCHASE AGREEMENT," "THE OPERATING AGREEMENT," and "THE OFFERING" of
the C2 Registration Statement, both of which are incorporated herein by
reference.
(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 Schedule 14A and the
sections entitled "PROSPECTUS SUMMARY," "THE OFFERING" AND "CERTAIN
TRANSACTIONS" of the C2 Registration Statement, both of which are
incorporated herein by reference.
ITEM 5. PLANS OF PROPOSALS OF THE ISSUER OR AFFILIATE.
Other than as set forth herein or in the Schedule 14A or C2
Registration Statement, 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 "EVI'S REASONS FOR THE TRANSACTION," "THE
MERGER," "ORGANIZATION OF EVI AND CHRISTIANA BEFORE AND AFTER THE
TRANSACTION," and "ANCILLARY TRANSACTIONS" in the Schedule 14A and
sections "THE PURCHASE AGREEMENT," "BUSINESS" and "MANAGEMENT" of the C2
registration Statement, both of which are incorporated herein by
reference. Except as set forth in the Schedule 14A of the C2 Registration
Statement, 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 Schedule 14A 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
Schedule 14A" which is incorporated herein by reference.
(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 Schedule 14A, which is
incorporated herein by reference.
(b) Reference is hereby made to the section entitled "OPINIONS OF
FINANCIAL ADVISORS" of the Schedule 14A, which is incorporated herein by
reference.
(c)-(d) Reference is hereby made to the section entitled
"MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - Description of Credit Agreement" in the C2 Registration
Statement, 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 Schedule 14A,
which is incorporated herein by reference.
(b) Reference is hereby made to the section entitled "BACKGROUND OF
THE TRANSACTION" of the Schedule 14A, 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
Schedule 14A, 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" and
"THE MERGER" of the Schedule 14A and the sections entitled "RISK FACTORS -
Assumed Liabilities and Indemnification Obligations of the Company and
TLC," "RISK FACTORS - Deficit of Earnings to Fixed Charges," "BUSINESS"
and "THE OFFERING" of the C2 Registration Statement, both of which are
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 Schedule 14A, 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 Schedule
14A, which is incorporated herein by reference.
(d)-(e) Reference is hereby made to the section entitled "BACKGROUND
OF THE TRANSACTION" of the Schedule 14A, which is incorporated herein by
reference.
(f) No such offer has been received.
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 Schedule 14A, 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 Schedule 14A, 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" and "GENERAL INFORMATION ABOUT THE MEETINGS" of the
Schedule 14A and the section entitled "THE OFFERING" of the C2
Registration Statement both of which are 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 MEETING" of the Schedule
14A, 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 Schedule 14A, 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 Schedule 14A, 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 Schedule 14A, which
is incorporated herein by reference. The Company's ratio of earnings to
fixed charges for its fiscal years ended June 30, 1996 and June 30, 1997
and for the six months ended December 31, 1997 was 1.10x, 1.84x and 1.19x,
respectively. The Company's book value per share on June 30, 1997 and as
of December 31, 1997 was $14.03 and $14.52, respectively.
(b) The information requested herein is not material since,
following the Merger, the Company will be a wholly-owned subsidiary of EVI
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 "MANAGEMENT" of
the C2 Registration Statement, which is incorporated by reference herein.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the entire text of the Schedule 14A and
the C2 Registration Statement both of 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 (incorporated by reference
to Exhibit 10 to the Registration Statement (Reg. No. 1-
3846)).
(b)(1) -- Prudential Securities Opinion (incorporated by reference to
Appendix E to Schedule 14A (file No. 1-3846)).
(b)(2) -- American Appraisal Opinion (incorporated by reference to
Annex G to Schedule 14A (File No. 1-3846)).
(c)(1) -- Agreement and Plan of Merger, dated as of December 12,
1997, by and among EVI, Sub, the Company and C2
(incorporated by reference to Appendix A of Schedule 14A
(File No. 1-3846))
(c)(2) -- Purchase Agreement, dated December 12, 1997, by and among
EVI, Logistic, the Company and C2 (incorporated by
reference to Appendix B to Schedule 14A (File No. 1-
3846)).
(c)(3) -- Amended and Restated Operating Agreement,l by and among C2
and Christiana (incorporated by reference to Appendix C to
Schedule 14A (File No. 1-3846)).
(c)(4) -- Amendment No. 1 to Agreement and Plan of Merger and
Logistic Purchase Agreemernt (incorporated by reference to
Appendix C to Schedule 14A (File No. 1-3846)).
(d)(1) -- Amendment No. 2 to Registration Statement (of which the C2
Prospectus is a part) (File No. 1-3846).
(d)(2) -- Amendment No. 2 to Schedule 14A (of which the Joint Proxy
Statement/Prospectus of the Company and EVI is a part)
(File No. 1-3846).
(d)(3) -- Form of Letter or Transmittal (incorporated by reference to
Exhibit 4.4 to Registration Statement (Reg. No. 333-
46027)).
(d)(4) -- Amendment No. 3 to Schedule 14A (of which the Joint Proxy
Statement Prospectus of the Company and EVI is a part (File
No. 1-3846)).
(e) -- Dissenters' rights provisions of the Wisconsin Business
Corporation Law (incorporated by reference to Appendix H of
Schedule 14A (File No. 1-3846)).
(f) -- Not applicable
<PAGE>
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: May 27, 1998
C2, INC.
By: /s/ William T. Donovan
William T. Donovan
Chairman
By: /s/ Sheldon B. Lubar
Sheldon B. Lubar
<PAGE>
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
(incorporated by reference to Exhibit 10
to the Registration Statement (Reg. No.
1-3846)).
(b)(1) -- Prudential Securities Opinion
(incorporated by reference to Appendix
F to Schedule 14A (File No. 1-3846)).
(b)(2) -- American Appraisal Opinion (incorporated
by reference to Annex G to Schedule 14A
(File No. 1-3846)).
(c)(1) -- Agreement and Plan of Merger, dated as
of December 12, 1997, by and among EVI,
Sub, the Company and C2 (incorporated by
reference to Appendix A of Schedule 14A
(File No. 1-3846)).
(c)(2) -- Purchase Agreement, dated December 12,
1997, by and among EVI, Logistic, the
Company and C2 (incorporated by
reference to Appendix B to Schedule 14A
(File No. 1-3846)).
(c)(3) -- Amended and Restated Operating Agreement
by and among C2 and Christiana
(incorporated by reference to Appendix D
to Schedule 14A (File No. 1-3846)).
(c)(4) -- Amendment No. 1 to Agreement and Plan of
Merger and Logistic Purchase Agreement
(incorporated by reference to Appendix C
to Schedule 14A (File No. 1-3846)).
(d)(1) -- Amendment No. 2 to Registration
Statement (of which the C2 Prospectus is
a part) (File No. 1-3846).
(d)(2) -- Amendment No. 2 to Schedule 14A (of
which the Joint Proxy
Statement/Prospectus of the Company and
EVI is a part) (File No. 1-3846).
(d)(3) -- Form of Letter or Transmittal
(incorporated by reference to Exhibit
4.4 to Registration Statement (Reg. No.
333-46027)).
(d)(4) -- Amendment No. 3 to Schedule 14A (of
which the Joint Proxy Statement
Prospectus of the Company and EVI is a
part (File No. 1-3846)).
(e) -- Dissenters' rights provisions of the
Wisconsin Business Corporation Law
(incorporated by reference to Appendix H
of Schedule 14A (File No. 1-3846)).
(f) -- Not applicable
