EMERGENT GROUP INC
SC 13E4/A, 1995-05-17
PERSONAL CREDIT INSTITUTIONS
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                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                 - - - - - - - - - -

                                  AMENDMENT NO. 3 TO
                                    SCHEDULE 13E-4

                            Issuer Tender Offer Statement
                        (Pursuant to Section 13(e)(1) of the 
                           Securities Exchange Act of 1934)

                                 EMERGENT GROUP, INC.
                                   (Name of Issuer)

                                 EMERGENT GROUP, INC.
                          (Name of Person Filing Statement)

          Class A Common Stock, Par Value $0.05 Per Share ("Class A Stock")
               Common Stock, Par Value $0.05 Per Share ("Common Stock")
                            (Title of Class of Securities)

                              290916204 (Class A Stock)
                               290916105 (Common Stock)
                        CUSIP (Number of Class of Securities)

                                 - - - - - - - - - -
                                   Robert S. Davis
                          Vice President, Treasurer, and CFO
                                 Emergent Group, Inc.
                                   P. O. Box 17526
                           15 South Main Street, Suite 750
                                Greenville, SC  29606
                                    (803) 235-8056
             (Name, Address and Telephone Number of Person Authorized to
             Receive Notices and Communications on Behalf of the Person(s)
                                   Filing Statement)

                                       Copy to:
                                   William W. Kehl
                                   Jo Watson Hackl
                                      Attorneys
                       Wyche, Burgess, Freeman and Parham, P.A.
                                    P. O. Box 728
                                44 East Camperdown Way
                                Greenville, SC  29602
                                    (803) 242-8200

                                    March 31, 1995
                  (Date Tender Offer First Published, Sent or Given 
                                 to Security Holders)

                              Calculation of Filing Fee

          Transaction valuation*                  Amount of filing fee
          $1,150,000                              $230

<PAGE>


          *Assumes  purchase of an aggregate of 1,000,000 shares of Class A
          and Common Stock at $1.15 per share

           [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  of  the Form  or
               Schedule and the date of its filing.

               Amount Previously Paid:  $230
               Filing Party:  Emergent Group, Inc.
               Form or Registration No.:  Schedule 13E-4
               Date Filed:  March 31, 1995

          ITEM 1.  Security and Issuer.

               (b)  The  following   is  hereby   added  to   the  material
          previously set forth under Item 1(b).

               The tender offers terminated  at 5:01 p.m., Greenville South
               Carolina  time  on Monday,  May 8,  1995.   An  aggregate of
               466,413.96  shares  of Class  A  Stock and  an  aggregate of
               19,386.28 shares  of Common Stock were  tendered pursuant to
               the offers.   Mr.  F. E.  Haag, a director  of the  Company,
               tendered an aggregate of 107,800 shares of Class A Stock and
               an aggregate of 2,200 shares of Common Stock pursuant to the
               tender offers.  The Company is accepting all Shares properly
               tendered pursuant to the offers.


                                2

<PAGE>




          ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

          99(a)(1)       Offer   to   Purchase   dated   March   31,  1995:
                         Incorporated  herein  by   reference  to   Exhibit
                         99(a)(1)  to the  Company's  Schedule 13E-4  filed
                         March 31, 1995 (the "Schedule 13E-4").
          99(a)(1)(a)    Supplement No. 1  dated April 13, 1995 to Offer to
                         Purchase  dated  March  31,  1995:    Incorporated
                         herein by reference to Exhibit 99(a)(1)(a) to  the
                         Company's Amendment No. 1  to Schedule 13E-4 filed
                         April 13, 1995.
          99(a)(2)       Form  of  Letter  of  Transmittal:    Incorporated
                         herein  by reference  to Exhibit  99(a)(2)  to the
                         Schedule 13E-4.
          99(a)(3)       Form   of   Notice    of   Guaranteed    Delivery:
                         Incorporated  herein  by   reference  to   Exhibit
                         99(a)(3) to the Schedule 13E-4.
          99(a)(4)       Form of  Letter  to brokers,  dealers,  commercial
                         banks,  trust companies  and other  nominees dated
                         March 31,  1995: Incorporated herein  by reference
                         to Exhibit 99(a)(4) to the Schedule 13E-4. 
          99(a)(5)       Form  of Letter  to  clients for  use by  brokers,
                         dealers,  commercial  banks,  trust companies  and
                         other nominees dated March 31, 1995:  Incorporated
                         herein by  reference to  Exhibit  99(a)(5) to  the
                         Schedule 13E-4.
          99(a)(6)       Form of Letter to  shareholders from the  Chairman
                         and  Chief Executive Officer  of the Company dated
                         March 31, 1995:   Incorporated herein by reference
                         to Exhibit 99(a)(6) to the Schedule 13E-4. 
          99(a)(7)       Form  of  Press  Release  dated  March  31,  1995:
                         Incorporated  herein  by   reference  to   Exhibit
                         99(a)(7) to the Schedule 13E-4. 
          99(a)(7)(a)    Form  of   Press  Release   dated  May  1,   1995:
                         Incorporated  herein  by   reference  to   Exhibit
                         99(a)(7)(a) to  the Company's  Amendment No.  2 to
                         Schedule 13E-4 filed May 1, 1995.
          99(a)(8)       Form  of  Summary  Advertisement dated  March  31,
                         1995:  Incorporated herein by reference to Exhibit
                         99(a)(8) to the Schedule 13E-4. 
          99(a)(8)(a)    Form  of  Advertisement  regarding   extension  of
                         offers:    Incorporated  herein  by  reference  to
                         Exhibit 99(a)(8)(a) to the Company's Amendment No.
                         2 to Schedule 13E-4 filed May 1, 1995.
          99(b)          Not applicable.
          99(c)(1)       Stock Option Plan and  Form of Letter addressed to
                         participants:  Incorporated herein by reference to
                         Exhibit  to  the Company's  Registration Statement
                         (File No. 2-62687).
          99(c)(2)       Form  of  Warrants  issued  pursuant  to  Plan  of
                         Reorganization:  Incorporated herein  by reference
                         to Exhibit to the  Company's Annual Report on Form
                         10-K for  the year  ended December 31,  1985 (File
                         No. 0-8909). 


                                          3

<PAGE>

          99(d)          Not applicable.
          99(e)          Not applicable.
          99(f)          Not applicable.


                                          4

<PAGE>


               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.

                                   EMERGENT GROUP, INC.


                                   By:  /s/ Robert S. Davis            
                                        Robert S. Davis
                                        Vice President, Treasurer and 
                                        Chief Financial Officer

          Dated: May 17, 1995



                                          5


<PAGE>



                                    EXHIBIT INDEX


          Exhibit
          99(a)(1)       Offer to Purchase dated March 31, 1995: 
                         Incorporated herein by reference to Exhibit
                         99(a)(1) to the Company's Schedule 13E-4 filed
                         March 31, 1995 (the "Schedule 13E-4").
          99(a)(1)(a)    Supplement No. 1 dated April 13, 1995 to Offer to
                         Purchase dated March 31, 1995:  Incorporated
                         herein by reference to Exhibit 99(a)(1)(a) to the
                         Company's Amendment No. 1 to Schedule 13E-4 filed
                         April 13, 1995.
          99(a)(2)       Form of Letter of Transmittal:  Incorporated
                         herein by reference to Exhibit 99(a)(2) to the
                         Schedule 13E-4.
          99(a)(3)       Form of Notice of Guaranteed Delivery: 
                         Incorporated herein by reference to Exhibit
                         99(a)(3) to the Schedule 13E-4.
          99(a)(4)       Form of Letter to brokers, dealers, commercial
                         banks, trust companies and other nominees dated
                         March 31, 1995: Incorporated herein by reference
                         to Exhibit 99(a)(4) to the Schedule 13E-4. 
          99(a)(5)       Form of Letter to clients for use by brokers,
                         dealers, commercial banks, trust companies and
                         other nominees dated March 31, 1995:  Incorporated
                         herein by reference to Exhibit 99(a)(5) to the
                         Schedule 13E-4.
          99(a)(6)       Form of Letter to shareholders from the Chairman
                         and Chief Executive Officer of the Company dated
                         March 31, 1995:  Incorporated herein by reference
                         to Exhibit 99(a)(6) to the Schedule 13E-4. 
          99(a)(7)       Form of Press Release dated March 31, 1995: 
                         Incorporated herein by reference to Exhibit
                         99(a)(7) to the Schedule 13E-4. 
          99(a)(7)(a)    Form of Press Release dated May 1, 1995: 
                         Incorporated herein by reference to Exhibit
                         99(a)(7)(a) to the Company's Amendment No. 2 to
                         Schedule 13E-4 filed May 1, 1995.
          99(a)(8)       Form of Summary Advertisement dated March 31,
                         1995:  Incorporated herein by reference to Exhibit
                         99(a)(8) to the Schedule 13E-4. 
          99(a)(8)(a)    Form of Advertisement regarding extension of
                         offers:  Incorporated herein by reference to
                         Exhibit 99(a)(8)(a) to the Company's Amendment No.
                         2 to Schedule 13E-4 filed May 1, 1995.
          99(b)          Not applicable.
          99(c)(1)       Stock Option Plan and Form of Letter addressed to
                         participants:  Incorporated herein by reference to
                         Exhibit to the Company's Registration Statement
                         (File No. 2-62687).
          99(c)(2)       Form of Warrants issued pursuant to Plan of
                         Reorganization:  Incorporated herein by reference
                         to Exhibit to the Company's Annual Report on Form


                                          6

<PAGE>


                         10-K for the year ended December 31, 1985 (File
                         No. 0-8909). 
          99(d)          Not applicable.
          99(e)          Not applicable.
          99(f)          Not applicable.

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