SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. 6]
LYNTON GROUP, INC.
(Name of the Issuer)
Lynton Group, Inc., Christopher Tennant, Paul R. Dupee, Jr.,
David Harland, Richard Hambro, James G. Niven,
Nigel D. Pilkington and Consulta Smaller Companies Fund Limited
(Name of Person(s) Filing Statement)
Common Stock, par value $.30 551755-30-9
(Title of Class of Securities) (CUSIP Number of Class of Securities)
David M. Kaye
Danzig Garubo & Kaye, LLP
30A Vreeland Road, P.O. Box 333
Florham Park, New Jersey 07932
(973) 443-0600
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of person(s) filing statement)
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 [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule
13e-3(c) [Section 240.13e-(c)] under the Securities Exchange Act
of 1934.
b. [ ] 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 material or information statement
referred to in checking box (a) are preliminary copies:[ ].
Calculation of Filing Fee
Transaction valuation* $280,000 Amount of Filing Fee $56.00
* Based on the cash value of the fractional shares expected to be created by
the Rule 13e-3 transaction.
[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: $58.00
Form or Registration No.: Preliminary Information Statement
Filing Party: Lynton Group, Inc.
Date Filed: July 28, 1998
<PAGE>
INTRODUCTION
This Amendment No. 6 to Rule 13E-3 Transaction Statement (the
"Statement") is being filed with respect to the class of equity securities of
Lynton Group, Inc. (the "Company" or the "Issuer") that is subject to a Rule
13e-3 transaction. The Company furnished an Information Statement, dated
March 26, 1999, to stockholders of the Company in connection with
action to be taken by written consent of stockholders with respect to the
following proposals: (1) a proposal to approve an amendment to the Company's
Certificate of Incorporation (the "Certificate of Incorporation") to increase
the number of authorized shares of Common Stock, par value $.30 per share, of
the Company (the "Common Stock") from 10,000,000 to 25,000,000 (the
"Capitalization Amendment"), the purpose and effect of which is to allow (i)
the holders of the Company's 8.0% Subordinated Convertible Debentures due
December 31, 2007 (the "8.0% Debentures") issued in December 1997 to convert
the 8.0% Debentures into shares of Common Stock at their discretion, and (ii)
the holders of the Company's 8.0% Subordinated Convertible Debentures due
December 31, 2007 (the "Additional 8.0% Debentures") issued in September 1998
to convert the Additional 8.0% Debentures into shares of Common Stock; and (2)
a proposal to be implemented after the Capitalization Amendment to approve (i)
a 1-for-2,000 reverse stock split (the "Reverse Stock Split") of the Company's
Common Stock and (ii) an amendment to the Company's Certificate of
Incorporation to recapitalize the Company's Common Stock and Preferred Stock as
a result of the Reverse Stock Split which will reduce the number of authorized
shares of Common Stock from 25,000,000 shares to 12,500 shares, reduce the
number of authorized shares of Preferred Stock from 3,000,000 to 2,500, and
provide a cash payment of $1.00 per share of the currently outstanding Common
Stock in lieu of the issuance of any resulting fractional shares of the new
Common Stock to any stockholders who after the Reverse Stock Split own less
than one share of the new Common Stock.
Such proposals were approved by the stockholders of the Company
pursuant to written consents signed by the holders of the appropriate
number of shares necessary to approve such matters. The Company filed
Certificates of Amendment with the Secretary of State of the State of
Delaware on April 29, 1999. The Reverse Stock Split became effective
upon the filing of the Certificates of Amendment with the Secretary of
State of the State of Delaware, resulting in the automatic conversion of
every 2,000 shares of Common Stock into one share of the new Common Stock.
As a result of the Reverse Stock Split, the Company will acquire for cash
from all stockholders who, after the Reverse Stock Split, owned less than
one share of the new Common Stock as of the effective date of the Reverse
Stock Split, at a price equal to $1.00 per share of Common Stock. Such
stockholders also ceased to be stockholders of the Company as of April 29,
1999. All other stockholders own shares of the new Common Stock in an
amount equal to the number of shares of Common Stock which such stockholders
held of record as of April 29, 1999, divided by 2,000. Fractional share
interests for those remaining stockholders will be rounded up or down to
the nearest full share of the new Common Stock by the Company.
The cross reference sheet herein is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the definitive
Information Statement, dated March 26, 1999 (the "Information Statement"),
filed by the Company with the Securities and Exchange Commission, of the
information required to be included in response to the items of this
Statement. The information in the Information Statement is hereby expressly
incorporated herein by reference and the responses to each item are
qualified in their entirety by the contents thereof.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION
IN INFORMATION STATEMENT OF INFORMATION
REQUIRED BY ITEMS IN SCHEDULE 13E-3
SCHEDULE 13E-3 ITEM AND CAPTION LOCATION IN INFORMATION
STATEMENT
1. Issuer and Class of Security
Subject to the Transaction
(a)-(d) "Cover Page"; "Summary; "General
Information"; "Special Factors - Conduct of
the Company's Business After the Reverse
Stock Split; Possible Change in Legal
Domicile of the Company; Possible Listing
on the London Stock Exchange"; "Market for
the Common Stock; Dividends"
(e) Not Applicable
(f) "Management's Discussion and Analysis of
Financial Condition and Results of
Operations" and "Certain Relationships and
Related Transactions"
2. Identity and Background "Summary"; "Management of the Company";
"Principal Stockholders and Security Ownership
of Management" and "Information Concerning
Certain Affiliates of the Company"
3. Past Contacts, Transactions or
Negotiations "Management's Discussion and Analysis of
Financial Condition and Results of Operations"
and "Certain Relationships and Related
Transactions"
4. Terms of the Transaction "Summary"; "Proposed Reversed Stock Split and
Recapitalization of the Common Stock and
Preferred Stock"; "Special Factors"
5. Plans or Proposals of the Issuer or
Affiliate "Summary"; "Special Factors - Opinion of
Collins Stewart"; "Special Factors - Conduct
of the Company's Business after the Reverse
Stock Split; Possible Change in Legal Domicile
of the Company; Possible Listing on the London
Stock Exchange"
6. Source and Amounts of Funds or Other
Consideration "Summary"; "Financing of the Reverse Stock
Split"; "Expenses"
7. Purpose(s), Alternatives, Reasons
and Effects "Summary"; "Proposed Reversed Stock Split and
Recapitalization of the Common Stock and
Preferred Stock"; "Special Factors -
Background of the Proposed Reverse Stock
Split"; "Special Factors - Reasons for the
Reverse Stock Split"; Special Factors -
Recommendation of the Board of Directors;
Fairness of the Reverse Stock Split";
"Special Factors - Conduct of the Company's
Business after the Reverse Stock Split;
Possible Change in Legal Domicile of the
Company; Possible Listing on the London Stock
Exchange"; "Special Factors - Federal Income
Tax Consequences"
8. Fairness of the Transaction "Summary"; "Special Factors - Background of
the Proposed Reverse Stock Split"; "Special
Factors - Reasons for the Reverse Stock
Split"; "Special Factors - Recommendation of
the Board of Directors; Fairness of the
Reverse Stock Split"
9. Reports, Opinions, Appraisals and
Certain Negotiations "Summary"; "Special Factors - Opinion of
Collins Stewart"
10. Interest in Securities of
the Issuer "Principal Stockholders and Security
Ownership of Management"
11. Contracts, Arrangements or
Understandings with Respect to the
Issuer's Securities "Special Factors - Opinion of Collins
Stewart"
12. Present Intention and Recommendation
of Certain Persons with Regard to
the Transaction "Summary - Consents; Consents Required";
"General Information"
13. Other Provisions of the Transaction
(a) "Summary - Appraisal Rights; Escheat Laws";
"Special Factors - Appraisal Rights; Escheat
Laws"
(b)-(c) Not Applicable
14. Financial Information
(a) "Selected Historical Financial Data of the
Company"; "Financial Statements"
(b) Not Applicable
15. Persons and Assets Employed,
Retained or Utilized
(a) "Special Factors - Background of the Proposed
Reverse Stock Split"
(b) Not Applicable
16. Additional Information Information Statement in its Entirety
17. Material to be Filed
as Exhibits Separately included herewith
<PAGE>
Item 1. Issuer and Class of Security Subject to the Transaction.
(a)-(d) The information set forth on the Cover Page and under
the captions "Summary", "General Information", "Special Factors - Conduct of
the Company's Business After the Reverse Stock Split; Possible Change in Legal
Domicile of the Company; Possible Listing on the London Stock Exchange",
"Market for the Common Stock; Dividends" of the Information
Statement is incorporated herein by reference.
(e) Neither the Issuer nor any of the filing persons hereto has not
made an underwritten public offering of the Issuer's securities for cash during
the past three years which was registered under the Securities Act of 1933 or
exempt from registration thereunder pursuant to Regulation A. Accordingly,
this item is not applicable.
(f) The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Certain Relationships and Related Transactions" of the Information
Statement is incorporated herein by reference.
Item 2. Identity and Background.
This Statement is being filed by the Issuer, which is a Delaware
corporation, with its principal place of business at 9 Airport Road, Morristown
Municipal Airport, Morristown, New Jersey 07960. The Issuer, operating from
its primary bases in the New York and London metropolitan regions, performs
aviation sales and services for an international list of customers. This
Statement is also being filed by the following individuals, namely, Christopher
Tennant, Paul R. Dupee, Jr., David Harland, Richard Hambro, James G. Niven and
Nigel D. Pilkington, each of whom is a director of the Issuer, and by Consulta
Special Funds Limited, a principal stockholder of the Issuer.
Christopher Tennant
c/o Lynton Group Limited
Denham Airfield, Hangar Road, Uxbridge
Middlesex, England
Christopher Tennant has been a Director of the Company since November
1985 and became President and Chief Executive Officer in May 1989 upon the
Company's acquisition of Lynton Group Limited. From 1985 to 1988, Mr. Tennant
also was the Company's Treasurer and Chief Financial Officer. For more than
the last five years, Mr. Tennant has served as Managing Director of Lynton
Group Limited, the Company's wholly-owned subsidiary.
During the past five years, Mr. Tennant has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws. Mr. Tennant is
a British citizen.
Paul R. Dupee, Jr.
10 Wilton Row
London, England
Paul R. Dupee, Jr. has been a Director of the Company since April 1996
and was appointed Chairman of the Board in January 1998. From September 1983
to November 1996, Mr. Dupee was Vice-Chairman of the Board of Directors and a
Director of Celtics, Inc., the corporate general partner of Boston Celtics
Limited Partnership which owns and operates the Boston Celtics professional
basketball team of the National Basketball Association. Mr. Dupee has served
as a director of Maxicare Health Plans, Inc. since 1998. Since 1986, Mr. Dupee
has been a private investor.
During the past five years, Mr. Dupee has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws. Mr. Dupee is a
citizen of the United States.
David Harland
c/o Lynton Group Limited
Denham Airfield, Hangar Road, Uxbridge
Middlesex, England
David Harland has been a Director of the Company since January 1998.
In addition, he has been Vice President of Business Development and Deputy
Chief Executive Officer since January 1998. From 1991 through 1997, Mr.
Harland was with Fairway Group PLC ("Fairway Group"), initially as managing
director of its subsidiary, GLS Fairway, and then its Chairman as well as
becoming director of finance and development of Fairway Group. He also
presently serves as a director of two UK publicly quoted companies, Mayflower
Corporation PLC and Wyefield Group PLC.
During the past five years, Mr. Harland has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws. Mr. Harland is
a British citizen.
Richard Hambro
10 Park Place
London, England
Richard Hambro has been a Director of the Company since May 1989. He
was Chairman of the Board from May 1989 to February 1994 and from January 1997
to January 1998, and Co-Chairman from February 1994 to January 1997. Since
1988, Mr. Hambro has been an Executive Director of J.O. Hambro & Company
Limited, a London based investment banking firm. From 1978 to 1986, he was a
Director of Hambros Bank in London. Mr. Hambro has also served as a Director
and Chairman of Lynton Group Limited since 1982. He also presently serves as a
director of various other closely held companies and non-U.S. public companies.
During the past five years, Mr. Hambro has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws. Mr. Hambro is a
British citizen.
James G. Niven
1334 York Avenue
New York, New York
James G. Niven has been a Director of the Company since May 1989. From
February 1994 to January 1997, he was also Co-Chairman of the Board. Since
1982, he has been a general partner of Pioneer Associates Company, a venture
capital investment company. He is currently a Senior Vice President of
Sotheby's. Mr. Niven is a director of Tatham Offshore, Inc. and HealthPlan
Services. He is also a member of the Board of Managers of Memorial Sloan-
Kettering Cancer Center, and a trustee of the Museum of Modern Art and the
National Center for Learning Disabilities, Inc.
During the past five years, Mr. Niven has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws. Mr. Niven is a
British citizen.
Nigel D. Pilkington
20 St. James's Street
London, England
Nigel D. Pilkington has been a Director of the Company since December
1996. Since 1991, Mr. Pilkington has been an executive director of Consulta
Limited, an investment management organization. Prior thereto and from 1983 to
1991, he was with CS First Boston Group ("CSFB"), initially as a manager of the
equity division in London and then as managing director of the European equity
sales and trading of CSFB in London. Mr. Pilkington is also a non-executive
director of Blakeney Management Limited, Oryx Fund Limited and Oryx (India)
Fund Limited.
During the past five years, Mr. Pilkington has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws. Mr. Pilkington
is a British citizen.
Consulta Smaller Companies Fund Limited
St. Julian's Avenue
Guernsey, Channel Islands
Consulta Smaller Companies Fund Limited (formerly, Consulta Special
Funds Limited), organized in the Channel Islands ("Consulta") , is an open
ended investment company. Each of the following persons is an executive
officer or director of Consulta.
Gary Michael Brass
20 St. James's Street
London, England
For more than the past five years, Mr. Brass has been Managing
Director of Consulta Limited, an investment management
organization. He is a British citizen.
Nigel D. Pilkington (see above for information on Mr. Pilkington)
Rupert A.R. Evans
1 Le Marchant Street
St. Peter Port
Guernsey, Channel Islands
For more than the past five years, Mr. Evans has been a Partner
and Advocate of Ozannes, a firm providing legal services. Mr.
Evans is a British citizen.
Jeremy J.N. Caplan
Caplan & Lyons
44 Esplanade
St. Helier, Jersey, Channel Islands
For more than the past five years, Mr. Caplan has been a Partner
and Lawyer of Caplan & Lyons, a firm providing legal services.
Mr. Caplan is a British citizen.
Barry Carroll
Bermuda House
St. Julian's Avenue
St. Peter Port
Guernsey, Channel Islands
Since 1998, Mr. Carroll has been Managing Director of Management
International (Guernsey) Limited, an investment management organization,
and prior thereto, from 1994 to 1998, he was senior manager and director
of Butterfield Fund Managers (Guernsey) Ltd., another investment
management organization. Mr. Carroll is an Irish citizen.
During the past five years, neither Consulta nor any of said directors
or executive officers of Consulta has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining further
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)(1) The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Certain Relationships and Related Transactions" of the Information
Statement is incorporated herein by reference.
(a)(2) and (b) No contacts, negotiations or transactions have been
entered into or have occurred which are required to be disclosed in the
Information Statement. Accordingly, these items are not
applicable.
Item 4. Terms of the Transaction.
The information set forth under the captions "Summary", "Proposed
Reversed Stock Split and Recapitalization of the Common Stock and Preferred
Stock", "Special Factors" of the Information Statement is
incorporated herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate.
The information set forth under the captions "Summary", "Special
Factors - Opinion of Collins Stewart", "Special Factors - Conduct of the
Company's Business after the Reverse Stock Split; Possible Change in Legal
Domicile of the Company; Possible Listing on the London Stock Exchange" of the
Information Statement is incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
The information set forth under the captions "Summary", "Financing of
the Reverse Stock Split", "Expenses" of the Information Statement
is incorporated herein by reference.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
The information set forth under the captions "Summary", "Proposed
Reversed Stock Split and Recapitalization of the Common Stock and Preferred
Stock", "Special Factors - Background of the Proposed Reverse Stock Split",
"Special Factors - Reasons for the Reverse Stock Split", "Special Factors -
Recommendation of the Board of Directors; Fairness of the Reverse Stock Split",
"Special Factors - Conduct of the Company's Business after the Reverse Stock
Split; Possible Change in Legal Domicile of the Company; Possible Listing on
the London Stock Exchange", "Special Factors - Federal Income Tax Consequences"
of the Information Statement is incorporated herein by reference.
In connection therewith, each filing person has adopted the analyses of the
Board of Directors as described therein at its own.
Item 8. Fairness of the Transaction.
The information set forth under the captions "Summary", "Special
Factors - Background of the Proposed Reverse Stock Split", "Special Factors -
Reasons for the Reverse Stock Split", "Special Factors - Recommendation of the
Board of Directors; Fairness of the Reverse Stock Split" of the
Information Statement is incorporated herein by reference. In connection
therewith, each filing person has adopted the analyses of the Board of
Directors as described therein as its own. In addition, each filing
person believes the Reverse Stock Split is fair to the Company's unaffiliated
stockholders.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
The information set forth under the captions "Summary", "Special
Factors - Opinion of Collins Stewart" of the Information Statement
is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
The information set forth under the caption "Principal Stockholders
and Security Ownership of Management" of the Information Statement
is incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
The information set forth under the caption "Special Factors - Opinion
of Collins Stewart" of the Information Statement is incorporated
herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
The information set forth under the captions "Summary - Consents;
Consents Required", "General Information" of the Information
Statement is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth under the captions "Summary -
Appraisal Rights; Escheat Laws", "Special Factors - Appraisal Rights; Escheat
Laws" of the Information Statement is incorporated herein by
reference.
(b) No provision has been made to allow unaffiliated security
holders to obtain access to corporate files or to obtain counsel or appraisal
services at the expense of the issuer or affiliate. Accordingly, this item is
not applicable.
(c) The Rule 13e-3 transaction does not involve the exchange of debt
securities. Accordingly, this item is not applicable.
Item 14. Financial Information.
(a) The information set forth under the captions "Selected
Historical Financial Data of the Company", "Financial Statements" of the
Information Statement is incorporated herein by reference.
(b) Pro forma data is not material disclosing the effect of the Rule
13e-3 transaction. Accordingly, this item is not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) The information set forth under the caption "Special Factors -
Background of the Proposed Reverse Stock Split" of the Information
Statement is incorporated herein by reference.
(b) No persons have been or are to be employed, retained or
compensated to make solicitations or recommendations in connection with the
Rule 13e-3 transaction. Accordingly, this item is not applicable.
Item 16. Additional Information.
The information set forth in the Information Statement in
its entirety is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
(a) Not Applicable
(b)(1) Opinion of Collins Stewart Ltd.*
(2) Memorandum of Collins Stewart Ltd.*
(c) Letter agreement dated July 21, 1998 with Collins Stewart Ltd.*
(d) Information Statement*
(e) Not Applicable
(f) Not Applicable
______________________
* Previously filed
<PAGE>
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Lynton Group, Inc.
Date: May 3, 1999 By:/s/ Christopher Tennant
Christopher Tennant,
President and Chief Executive
Officer
Date: May 3, 1999 /s/ Christopher Tennant
Christopher Tennant
Date: May 3, 1999 /s/ Paul R. Dupee, Jr.
Paul R. Dupee, Jr.
Date: May 3, 1999 /s/ David Harland
David Harland
Date: May 3, 1999 /s/ Richard Hambro
Richard Hambro
Date: May 3, 1999 /s/ James G. Niven
James G. Niven
Date: May 3, 1999 /s/ Nigel D. Pilkington
Nigel D. Pilkington
Consulta Smaller Companies
Fund Limited
Date: May 3, 1999 By: /s/ Barry Carroll
Name: Barry Carroll
Title: Director
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
PAGE
(a) Not Applicable
(b)(1) Opinion of Collins Stewart Ltd.*
(2) Memorandum of Collins Stewart Ltd.*
(c) Letter agreement dated July 21, 1998 with Collins Stewart Ltd.**
(d) Information Statement*
(e) Not Applicable
(f) Not Applicable
_______________________
* Previously filed with Rule 13E-3 Transaction Statement
(Amendment No. 5).
** Previously filed with Rule 13E-3 Transaction Statement
(Amendment No. 2).
