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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 4)
(Final Amendment)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WEDGESTONE FINANCIAL
(Name of the Issuer)
WEDGESTONE FINANCIAL
JCS MANAGEMENT CO., INC.
PFG CORP.
RAB MANAGEMENT CORP.
JMS HOLDINGS CO., INC.
STOCKWOOD LLC
(Name of Person(s) Filing Statement)
SHARES OF BENEFICIAL INTEREST, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
948900 10 5
(CUSIP Number of Class of Securities)
David L. Sharp
President
Wedgestone Financial
5200 N. Irwindale Avenue, Suite 168
Irwindale, California 91706
818-338-3555
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications Behalf of Person(s) Filing Statement)
WITH COPIES TO:
Kevin L. Crudden
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, Minnesota 55402
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This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] 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]
Exhibit Index is located on Page 5.
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INTRODUCTION
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Amendment") is being filed by Wedgestone Financial, a
Massachusetts business trust (the "Company"), in connection with the tender
offer by the Company for all the issued and outstanding shares of beneficial
interest, $1.00 par value (the "SBI") held by persons or entities that own
SBI (the "Public Shareholders") upon the terms and subject to the conditions set
forth in the Offer to Purchase dated May 8, 1998 (the "Offer to Purchase")
and the related Letter of Transmittal (which together with the Offer to
Purchase constitute the "Offer").
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
Item 10 of the Schedule 13E-3 is hereby amended and supplemented as
follows:
The Offer expired at 5:00 p.m., New York City time, on June 9, 1998.
Based on the preliminary count, which has been subsequently finalized,
approximately 6,371,982 SBI were tendered pursuant to the Offer. Such SBI
(including SBI delivered pursuant to notices of guaranteed delivery)
constituted approximately 29% of the outstanding SBI and approximately 77% of
the outstanding SBI held by persons other than the Remaining Shareholders.
On June 12, 1998, all SBI validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment. As a result, the
Remaining Shareholders own approximately 91.5% of the outstanding SBI. The
Remaining Shareholders hold a sufficient number of SBI to effect a short
form merger without a vote or meeting of the Company's shareholders. The
Remaining Shareholders completed the merger on July 16, 1998. A press
release issued by the Company on June 10, 1998, announcing the expiration of
the Offer and the acceptance of validly tendered Shares is attached hereto as
Exhibit (d)(8) and is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended by adding the following:
(d)(8) Press release issued by the Company June 10, 1998.
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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: September 17, 1998
WEDGESTONE FINANCIAL
By: /s/ David L. Sharp
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Name: David L. Sharp
Title: President
JCS MANAGEMENT CO., INC.
By: /s/ John C. Shaw
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Name: John C. Shaw
Title: President
PFG CORP.
By: /s/ James J. Pinto
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Name: James J. Pinto
Title: President
RAB MANAGEMENT CORP.
By: /s/ Richard A. Bartlett
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Name: Richard A. Bartlett
Title: President
JMS HOLDINGS CO., INC.
By: /s/ Jerry M. Seslowe
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Name: Jerry M. Seslowe
Title: President
STOCKWOOD LLC
By: /s/ John C. Shaw
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Name: John C. Shaw
Title: Manager
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EXHIBIT INDEX
PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. SYSTEM
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(d)(8) Press release issued by the Company on June 10, 1998.
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FOR IMMEDIATE RELEASE
WEDNESDAY, JUNE 10, 1998
WEDGESTONE FINANCIAL
ERIC H. LEE
CHIEF FINANCIAL OFFICER
(626) 960-6762
WEDGESTONE FINANCIAL COMPLETES TENDER OFFER
Irwindale, California, June 10, 1998--Wedgestone Financial (Nasdaq: WDGF)
announced today that its tender offer, dated May 8, 1998, to purchase all of
its outstanding shares of beneficial interest at $0.67 per share, net to the
seller, had expired as scheduled at 5:00 p.m., New York City time on Tuesday,
June 9, 1998.
Based on a preliminary count, 6,361,013 shares of beneficial interest of
Wedgestone Financial were tendered and accepted for payment pursuant to the
tender offer. The tendered shares represent approximately 77% of the total
shares that were outstanding prior to the consummation of the tender offer,
excluding shares held by management, JCS Management Co., Inc., PFG Corp., RAB
Management Corp., JMS Holdings Co., Inc. and Stockwood LLC (collectively, the
"Investors"). The Investors hold 14,155,187 shares of beneficial interest of
Wedgestone Financial and these shares were not tendered as disclosed in the
tender offer. After effect to the tender offer, the Investors own
approximately 91.5% of the shares of beneficial interest of Wedgestone
Financial.
Headquartered in Irwindale, California, Wedgestone Financial is
primarily engaged in the manufacture and distribution of automotive
aftermarket products for the light duty truck market.
