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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
ALASKA NORTHWEST PROPERTIES INC.
(Name of Issuer)
UNDER THE RADAR, INC.
ALASKA NORTHWEST PROPERTIES INC.
ANP, LLC
(Name of Person(s) Filing Statement)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
011750205
(CUSIP Number of Class of Securities)
MICHAEL W. SHIMASAKI
PRESIDENT
ALASKA NORTHWEST PROPERTIES INC.,
19048 37TH AVENUE SOUTH
SEATTLE, WA 98188
(206) 433-0730
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
RICHARD B. DODD, ESQ.
PRESTON GATES & ELLIS
5000 COLUMBIA SEAFIRST CENTER; 701 FIFTH AVENUE
SEATTLE, WA 98104
(206) 623-7580
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. [ ] 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: [X]
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF FILING FEE
VALUATION
$22,200,000* $4,440
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* For purposes of calculation of fee only. The amount of the filing fee
calculated in accordance with Regulation 240.0-11(c)(1) of the Securities
Exchange Act of 1934 equals 1/50 of one percent of the value of the shares
purchased.
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[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: $4,440
Form or Registration No.: Schedule 14A
Filing Party: Alaska Northwest Properties Inc.
Date Filed: December 13, 1996
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INTRODUCTION
This Rule 13E-3 Transaction Statement (the "Statement") relates to a
proposal to adopt and approve (A) the merger (the "Merger") of Under the Radar,
Inc., an Alaska corporation ("UTR"), into Company, as contemplated by that
certain Agreement and Plan of Reorganization by and among Alaska Northwest
Properties Inc. ("Company"), UTR, ANP, LLC, a Washington limited liability
company ("LLC"), and James H. and Bobbie Jannard, dated November 18, 1996 (the
"Reorganization Agreement"), and (B) the Articles of Merger and Plan of Merger
between UTR and Company (the "Merger Agreement").
In the event that the Merger is approved and the other conditions set forth
in the Reorganization Agreement are satisfied or waived, prior to the effective
time of the Merger, pursuant to a certain Agreement and Plan of Distribution
dated December 11, 1996 (the "Plan of Distribution"), Company will distribute
certain assets to LLC in exchange for all of the interests of LLC (the "LLC
Interests") (the "Spin-Off"). After effecting the Spin-Off, the Board of
Directors will then declare a dividend of the LLC Interests, or cash in lieu of
fractional LLC Interests (the "Spin-Off Distribution"). No vote of Company
shareholders is required, or is being requested, in connection with the Spin-Off
Distribution.
This Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended, if and to the
extent they are deemed to be applicable to this transaction. Copies of the
Reorganization Agreement and Plan of Distribution have been filed by Company as
Exhibits A and B, respectively, to the proxy statement (the "Proxy Statement")
filed as Exhibit (d) to this Statement.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
filed by Company with the Securities and Exchange Commission on the date hereof,
of the information required to be included in response to the items of this
Statement. The information set forth in the Proxy Statement, including all
exhibits thereto, is hereby expressly incorporated herein by reference and the
responses to each item in this Statement are qualified in their entirety by
information contained in the Proxy Statement. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the
Proxy Statement.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the cover page of the Proxy Statement and
under "PROPOSAL: THE MERGER--Certain Information Concerning Company" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "MARKET PRICES
OF AND DIVIDENDS ON STOCK" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under "MARKET PRICES
OF AND DIVIDENDS ON STOCK is incorporated herein by reference.
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(d) The information set forth in the Proxy Statement under "MARKET PRICES
OF AND DIVIDENDS ON STOCK" is incorporated herein by reference. There are no
current restrictions on Company to pay future dividends.
(e) Negative.
(f) Below is information relating to purchases of Company securities by
Company and affiliates since January 1, 1994.
COMPANY PURCHASES OF COMPANY SECURITIES
Quarter Number of Shares Range ($) Average ($)
- ------- ---------------- --------- -----------
1st Quarter 1994 3 180.00 180.00
2nd Quarter 1994 2 180.00 180.00
3rd Quarter 1994 4 180.00 180.00
4th Quarter 1994 5 180.00 180.00
1st Quarter 1995 -- -- --
2nd Quarter 1995 1 180.00 180.00
3rd Quarter 1995 4 180.00 180.00
4th Quarter 1995 1 180.00 180.00
1st Quarter 1996 -- -- --
2nd Quarter 1996 12 180.00 - 200.00 198.33
3rd Quarter 1996 7 200.00 200.00
4th Quarter 1996 -- -- --
AFFILIATES' PURCHASES OF COMPANY SECURITIES
Ronald F. Cosgrave
Quarter Number of Shares Range ($) Average ($)
- ------- ---------------- --------- -----------
1st Quarter 1994 1108 214.00 214.00
2nd Quarter 1994 70 200.00 - 207.00 202.90
3rd Quarter 1994 150 180.00 - 250.00 237.33
4th Quarter 1994 105 170.00 - 210.00 171.90
1st Quarter 1995 -- -- --
2nd Quarter 1995 251 170.00 - 202.00 176.50
3rd Quarter 1995 88 230.00 - 250.00 239.09
4th Quarter 1995 -- -- --
1st Quarter 1996 60 200.00 200.00
2nd Quarter 1996 200 190.00 190.00
3rd Quarter 1996 -- -- --
4th Quarter 1996 20 250.00 250.00
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Michael W. Shimasaki
Quarter Number of Shares Range ($) Average ($)
- ------- ---------------- --------- -----------
1st Quarter 1994 20 150.00 150.00
2nd Quarter 1994 -- -- --
3rd Quarter 1994 -- -- --
4th Quarter 1994 50 170.00 170.00
1st Quarter 1995 50 170.00 170.00
2nd Quarter 1995 -- -- --
3rd Quarter 1995 -- -- --
4th Quarter 1995 -- -- --
1st Quarter 1996 -- -- --
2nd Quarter 1996 300 190.00 190.00
3rd Quarter 1996 -- -- --
4th Quarter 1996 -- -- --
Keith J. Kennedy
Quarter Number of Shares Range ($) Average ($)
- ------- ---------------- --------- -----------
1st Quarter 1994 -- -- --
2nd Quarter 1994 -- -- --
3rd Quarter 1994 -- -- --
4th Quarter 1994 -- -- --
1st Quarter 1995 -- -- --
2nd Quarter 1995 -- -- --
3rd Quarter 1995 -- -- --
4th Quarter 1995 -- -- --
1st Quarter 1996 -- -- --
2nd Quarter 1996 100 190.00 190.00
3rd Quarter 1996 -- -- --
4th Quarter 1996 -- -- --
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by Company, UTR and LLC.
Company is the issuer of the common stock which is the subject of the Rule 13e-3
transaction. Information set forth on the cover page of the Proxy Statement and
under "PROPOSAL: THE MERGER--Special Factors--Interest of Certain Persons in the
Merger," "--Special Factors--Interest in Securities of Company," "--Certain
Information Concerning Company," "--Certain Information Concerning UTR and
Jannard" is incorporated herein by reference. Below is the identity and
background of each affiliate of Company who is a natural person.
Ronald F. Cosgrave (P.O. Box 68934, Seattle, WA 98168) has been a Director
and Chairman of Company since 1979. He also served as President from 1979 to
1990. Mr.
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Cosgrave is also a Director of Alaska Air Group, Inc. and Chairman Emeritus of
Alaska Airlines, Inc. He is a United States citizen.
Michael W. Shimasaki (P.O. Box 68934, Seattle, WA 98168) has been a
Director of Company since 1990. He has served as President and Treasurer since
1990 and as Vice President from 1983 to 1990. He is a United States citizen.
Michael K. Chung (P.O. Box 68934, Seattle, WA 98168) became a Director of
Company in April 1995. He has been Vice President and Secretary since 1992.
Mr. Chung served as Controller from 1991 to 1995. He is a citizen of Korea.
Keith J. Kennedy (P.O. Box 68934, Seattle, WA 98168) has served as
Director of Company since 1991. He also served as Company Secretary from 1981
to 1987, Treasurer from 1983 to 1986 and a Director from 1981 to 1987 and from
1971 to 1979. Mr. Kennedy has been a pilot for Alaska Airlines, Inc. since
1983. He is a United States citizen.
Barry C. Maulding (P.O. Box 68934, Seattle, WA 98168) has served as a
Director of Company since 1984. He has been Vice President and General Counsel
of PrimeSource Corporation, a national distributor of graphic arts supplies and
equipment since 1991. Mr. Maulding was the Director-Legal Services for Univar
Corporation from 1984 to 1991. He is a United States citizen.
James H. Jannard (P.O. Box 1707, Eastsound, WA 98245) has been Chairman of
the Board and President of Oakley, Inc. since 1975. He is a United States
citizen.
(e)-(f) During the last five years, no executive officer, director or any
person controlling Company, UTR or LLC: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 any violations of such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) Not applicable.
(a)(2) The information set forth in the Proxy Statement under
"PROPOSAL: THE MERGER--Special Factors--Interest in Securities of Company" and
"--Background of the Merger" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Background of the Merger" is incorporated herein by reference.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on the cover page of the Proxy Statement and
under "THE TRANSACTION," "THE MERGER," "THE SPIN-OFF DISTRIBUTION"and "ANP,
LLC" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Special Factors--Interest of Certain Persons in the Merger" is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the Proxy Statement under
"INTRODUCTION," "PROPOSAL: THE MERGER--Special Factors--Plans for Company," "--
Special Factors--Certain Effects of the Merger," "--Special Factors--Interest of
Certain Persons in the Merger," "--The Reorganization Agreement," "THE SPIN-OFF
DISTRIBUTION," "ANP, LLC--General," "--The LLC Agreement--Management," "--The
LLC Agreement--Members," "--The LLC Agreement--Distributions in General" and the
Reorganization Agreement (Exhibit A to the Proxy Statement) is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Financing the Acquisition" and the Pro Forma Closing Schedule (Exhibit C
to the Proxy Statement) is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Financing the Acquisition" is incorporated herein by reference. If the
Merger is not consummated through no fault of Company, expenses incurred in
connection with printing and mailing of the Proxy Statement and any other
documents distributed or to be distributed to shareholders of Company and the
filing fee with respect to the Proxy Statement shall be borne equally by UTR and
Company. An itemized statement of expenses estimated to be incurred in
connection with the transaction is set forth below.
SEC Filing Fees $ 4,440.00
Legal Fees and Expenses 126,785.00
Accounting Fees and Expenses 5,750.00
Telephone 1,000.00
Printing and Mailing 6,250.00
Barge, Transportation and Travel 6,700.00
Consulting 1,750.00
Solicitation (Brochures) 3,500.00
Public Relations 650.00
Miscellaneous 2,625.00
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TOTAL $163,890.00
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(c) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Financing the Acquisition" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in the Proxy Statement under "THE
TRANSACTION," "PROPOSAL: THE MERGER--Special Factors--Purpose of Merger," "--
Special Factors--Recommendation of the Board and Reasons for the Merger," "--
Special Factors--Certain Effects of the Merger," "--Special Factors--Certain Tax
Consequences of the Merger," "--Special Factors--Interest of Certain Persons in
the Merger," "--Background of the Merger," "THE SPIN-OFF DISTRIBUTION--The Spin-
Off Distribution," "--The Spin-Off Distribution--Certain Tax Consequences of the
Spin-Off Distribution," "ANP, LLC--General," "--The LLC Agreement" and "--
Certain Income Tax Consequences of Interest Holders and Members of LLC" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(c) The information set forth in the Proxy Statement under "THE
SPECIAL MEETING--Vote Required," and "PROPOSAL: THE MERGER--Special Factors--
Recommendation of the Board and Reasons for the Merger" is incorporated herein
by reference.
(d) A majority of directors who are not employees of Company did not
retain an unaffiliated representative to act solely on behalf of unaffiliated
security holders for the purposes of negotiating the terms of the Rule 13e-3
transaction and/or preparing a report concerning the fairness of such
transaction.
(e) The Rule 13e-3 transaction was approved by a majority of the directors
of Company who are not employees of Company.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) Negative.
(b) Not applicable.
(c) Not applicable.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Special Factors--Interest of Certain Persons in the Merger" is
incorporated herein by reference. Below is a list of the beneficial ownership
of Company securities.
<TABLE>
<CAPTION>
ACQUIRABLE
VOTING & INVESTMENT WITHIN 60 PERCENT OF
NAME POWER DAYS TOTAL (a) CLASS
---- ------------------- ---------- --------- -----------
<S> <C> <C> <C> <C>
Ronald F. Cosgrave 13,420 300 13,720 44.03
Keith J. Kennedy 672 (b)(c) 200 872 2.80
Barry C. Maulding 130 (c) 200 330 1.06
Michael W. Shimasaki 1,005 (c)(d) 400 1,405 4.51
Michael K. Chung 0 295 295 0.95
All directors & officers as a group 15,227 1,395 16,622 53.34
(5 persons)
</TABLE>
(a) Represents the total shares over which the named person has any voting or
investment power and includes the shares in the "Acquirable Within 60
Days" column above as required by SEC regulations.
(b) Includes 60 shares held as a custodian for minor children.
(c) Does not include 405 shares owned by a private foundation as to which
Messrs. Kennedy, Maulding and Shimasaki, the trustees, disclaim beneficial
ownership.
(d) Includes 400 shares held as custodian for unrelated minor children.
(b) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Special Factors--Interest in Securities of Company" is incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Special Factors--Interest of Certain Persons in the Merger" is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a)-(b) The information set forth in the Proxy Statement under "THE
SPECIAL MEETING--Vote Required," "PROPOSAL: THE MERGER--Special Factors--
Recommendation of the Board and Reasons for the Merger," "--Special Factors--
Interest of Certain Persons in the Merger" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Not applicable.
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(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Proxy Statement under "COMPANY
FINANCIAL INFORMATION AND PRO FORMA FINANCIAL INFORMATION" is incorporated
herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Proxy Statement under "PROPOSAL: THE
MERGER--Special Factors--Plans for Company" and "--Special Factors--Interest of
Certain Persons in the Merger" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under "THE SPECIAL
MEETING--General" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and Exhibits thereto is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Proxy Statement, related Notice of Special Meeting and proxy card
(incorporated herein by reference to the Proxy Statement and related materials
filed by Company on Schedule 14A).
(e) Not applicable.
(f) Not applicable.
[Signature Page Follows]
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
ALASKA NORTHWEST PROPERTIES INC.
Dated: December 13, 1996 By /s/ Michael W. Shimasaki
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UNDER THE RADAR, INC.
Dated: December 13, 1996 By /s/ James H. Jannard
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ANP, LLC
Dated: December 13, 1996 By /s/ Ronald F. Cosgrave
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