SCHEDULE 13E-3
(RULE 13E-100)
AMENDMENT NO. 2
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
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Dynamic Homes, Inc.
(Name of the Issuer)
Dynamic Homes, Inc.
Dynamic Homes, LLC
Dynamic Acquisitions, Inc.
Peter K. Pichetti
Ronald L. Gustafson
(Name of Persons Filing Statement)
Common Stock, $.10 par value
(Title of Class of Securities)
267876100
(CUSIP Number of Class of Securities)
Scott D. Lindemann
Dynamic Homes, Inc.
525 Roosevelt Avenue, Detroit Lakes, MN 55502
(218) 847-2611
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Dynamic Homes, LLC Lommen, Nelson, Cole & Stageberg, P.A.
230 West Superior St., Suite 811 80 South Eighth Street, Suite 1800
Duluth, MN 55802 Minneapolis, MN 55402
Attn: Robert C. Pearson and John N. Nys Attn: Roger V. Stageberg
(218) 722-6331 (612) 339-8131
(218) 722-3031 (fax) (612) 339-8064 (fax)
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This statement is filed in connection with (check the appropriate box):
[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.
[ ] The filing of a registration statement under the Securities Act of 1933.
[ ] A tender offer.
[ ] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies:
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction valuation* $5,756,018 Amount of filing fee $1,151.20
* For purposes of calculating the fee only. Assumes purchase of 2,240,850
shares of Common Stock, par value $.10 per share, of Dynamic Homes,
Inc. at $2.55 per share and settlement of 155,000 options to purchase
Common Stock of Dynamic Homes, Inc. at an average spread of $.27 per
share. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, equals
1/50th of one percent of the value of the shares purchased, plus 1/50th
of one percent of the average spread of the options settled.
[ ] 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.
Amount previously paid: $1,151.20
Form or Registration No.: Proxy Statement
Filing party: Dynamic Homes, Inc.
Date filed: October 6, 2000
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This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3")
is being filed jointly by Dynamic Homes, Inc., a Minnesota corporation ("Dynamic
Homes"), Dynamic Homes, LLC, a Minnesota limited liability company ("Dynamic
LLC"), Dynamic Acquisitions, Inc., a Minnesota corporation and a wholly owned
subsidiary of Dynamic LLC ("Dynamic Acquisitions"), Peter K. Pichetti and Ronald
L. Gustafson, pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 13e-3 thereunder, in connection with
the proposed merger (the "Merger") of Dynamic Acquisitions with and into Dynamic
Homes, pursuant to an Agreement and Plan of Merger, dated September 25, 2000
(the "Merger Agreement"), by and among Dynamic Homes, Dynamic Acquisitions and
Dynamic LLC. Dynamic LLC was formed to engage in the proposed merger by Peter K.
Pichetti, Ronald L. Gustafson and Native American Housing Co., LLC. Mr. Pichetti
and Mr. Gustafson are directors of Dynamic Homes.
In the Merger and pursuant to the terms and conditions set forth in the Merger
Agreement, Dynamic Acquisitions will merge with and into Dynamic Homes. Dynamic
Homes will be the surviving company and will become a wholly owned subsidiary of
Dynamic LLC. At the effective time of the Merger, each issued and outstanding
share of common stock, par value $.10 per share, of Dynamic Homes (the "Shares")
(other than Shares held by stockholders who perfect their rights under Minnesota
law to dissent from the Merger and seek an appraisal of their Shares) will be
converted into and become the right to receive $2.55 per Share in cash, without
interest. Each option to purchase Dynamic Homes common stock outstanding at the
effective time of the Merger will be deemed to have been exercised by the holder
thereof and will convert into the right to receive cash in an amount equal to
the difference between $2.55 and the exercise price of the option.
Concurrently with the filing of this Schedule 13E-3, Dynamic Homes is filing a
definitive proxy statement (the "Proxy Statement") pursuant to which the
stockholders of Dynamic Homes will be given notice of the Merger. A copy of the
Proxy Statement is attached hereto as Exhibit (a)(3).
The information set forth in the Proxy Statement, including all schedules,
exhibits, appendices and annexes thereto, is hereby expressly incorporated
herein by reference and contains all information required in response to the
items of this Schedule 13E-3, except that it does not include all of the
exhibits listed below. The Proxy Statement will be completed and, if
appropriate, amended prior to the time it is first sent or given to Dynamic
Homes' shareholders. This Schedule 13E-3 will be amended to reflect such
completion or amendment of the Proxy Statement.
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ITEM 16. EXHIBITS.
(a)(1) Definitive copy of Letter to Shareholders, Notice of Special Meeting
of Shareholders, Proxy Statement and form of Proxy.
(a)(2) Press Release issued by Dynamic Homes dated June 21, 2000, which is
incorporated by reference to the Dynamic Homes Current Report on Form
8-K filed June 22, 2000.
(a)(3) Press Release issued by Dynamic Homes dated September 25, 2000.
(b) Loan Agreement, dated November __, 2000, by and between Dynamic Homes,
LLC and Bremer Bank, National Association.
(c)(1) Opinion of value of Dougherty Summit Securities LLC dated October 29,
1998.
(c)(2) Opinion of value of Fred W. Raddle & Sons, Inc., Collateral Exam Report
of McNeely Financial Services, Inc. and Appraisal Report of Tinjum
Appraisal Company prepared in September 2000 for Bremer Bank,
previously filed.
(d) Agreement and Plan of Merger, dated as of September 25, 2000, by and
among Dynamic Homes, LLC, Dynamic Acquisitions, Inc. and Dynamic Homes,
Inc., which is Appendix A to the preliminary Proxy Statement referenced
as Exhibit (a)(1) and incorporated herein by reference.
(f) Sections 302A.471 and 302A.473 of the Minnesota Business Corporation
Act, which is included as Appendix B to the preliminary Proxy Statement
referenced as Exhibit (a)(1) and incorporated herein by reference.
After due inquiry and to the best of each of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 7, 2000
Dynamic Homes, Inc.
By: /s/ Scott D. Lindemann
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Name: Scott D. Lindemann
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Title: Chief Executive Officer
Dynamic Homes, LLC
By: /s/ Peter K. Pichetti
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Name: Peter K. Pichetti
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Title: Chief Manager
Dynamic Acquisitions, Inc.
By: /s/ Peter K. Pichetti
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Name: Peter K. Pichetti
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Title: President
/s/ Peter K. Pichetti
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Peter K. Pichetti
/s/ Ronald L. Gustafson
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Ronald L. Gustafson
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(1) Definitive copy of Letter to Shareholders, Notice of Special Meeting
of Shareholders, Proxy Statement and form of Proxy.
(a)(2) Press Release issued by Dynamic Homes dated June 21, 2000, which is
incorporated by reference to the Dynamic Homes Current Report on Form
8-K filed June 22, 2000.
(a)(3) Press Release issued by Dynamic Homes dated September 25, 2000
(b) Loan Agreement, dated November __, 2000, by and between Dynamic Homes,
LLC and Bremer Bank, National Association.
(c)(1) Opinion of Value of Dougherty Summit Securities LLC dated October 29,
1998.
(c)(2) Opinion of Value of Fred W. Raddle & Sons, Inc., Collateral Exam Report
of McNeely Financial Services, Inc. and Appraisal Report of Tinjum
Appraisal Company prepared in September 2000 for Bremer Bank.
(d) Agreement and Plan of Merger, dated September 25, 2000, by and among
Dynamic Homes, LLC, Dynamic Acquisitions, Inc. and Dynamic Homes, Inc.,
which is Appendix A to the preliminary Proxy Statement referenced as
Exhibit (a)(1) and incorporated herein by reference.
(f) Sections 302A.471 and 302A.473 of the Minnesota Business Corporation
Act, which is included as Appendix B to the Preliminary Proxy Statement
referenced as Exhibit (a)(1) and incorporated herein by reference.
