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SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Pursuant To Section 13(e) Of The Securities
Exchange Act Of 1934 and Rule 13e-3 Thereunder
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. 1 -- Final Amendment)
EMONS TRANSPORTATION GROUP, INC.
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(Name of the Issuer)
EMONS TRANSPORTATION GROUP, INC.
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(Name of Person(s) Filing Statement)
$.14 Series A Cumulative Convertible Preferred Stock
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(Title of Class of Securities)
291575-207
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(CUSIP Number of Class of Securities)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement):
Mr. Scott F. Ziegler,
Senior Vice President, Chief Financial Officer,
Controller and Secretary
Emons Transportation Group, Inc.
96 S. George Street
York, Pennsylvania 17401
Telephone No.: 717-771-1700
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It is respectfully requested that copies of any notices
and communications be sent to:
David J. Schwartz, Esq.
Anderson Kill & Olick, P.C.
1251 Avenue of the Americas
New York, New York 10020
Telephone No.: 212-278-1509
This statement is filed in connection with (check the appropriate box):
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<C> <C> <S>
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.
</TABLE>
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies:
[ ]
Calculation of Filing Fee*
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<CAPTION>
Transaction Amount of Filing Fee
Valuation --------------------
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<C> <S>
$2,135,661 $427.13
</TABLE>
[ ] 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: ______________
Form or registration no.: ____________
Filing party:_________________________
Date filed:___________________________
* The filing fee of $427.13 was paid upon the initial filing of the preliminary
proxy materials on March 9, 1999.
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INTRODUCTION
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This Amendment No. 1 (the "Final Amendment") amends and supplements the
Rule 13E-3 Transaction Statement (the "Transaction Statement") filed jointly on
May 24, 1999 by Emons Transportation Group, Inc. ("Emons" or the "Company") and
ETG Merger Corporation ("Newco"), a wholly-owned subsidiary of the Company. The
Transaction Statement was filed in connection with the proposed merger (the
"Merger") of Newco with and into the Company pursuant to an Agreement of Merger,
dated as of April 25, 1999 (the "Merger Agreement"), by and between the Company
and Newco.
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3 (d)(3) promulgated under
the Securities and Exchange Act of 1934, as amended, to report the results of
the proposed Merger. The proposed Merger was approved by the stockholders of
the Company and became effective as of June 29, 1999. The Company was the
surviving corporation in the Merger. Accordingly, Newco, which was a party to
the Transaction Statement, is not a party hereto. Except as expressly set forth
in this Final Amendment, all information in the Transaction Statement remains
unchanged, and capitalized terms not otherwise defined herein shall have the
meanings set forth in the Transaction Statement.
ITEM 16. ADDITIONAL INFORMATION.
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The Merger Agreement was approved by the stockholders of the Company at the
Special Meeting of Stockholders held on June 29, 1999. Also on June 29, 1999, a
Certificate of Merger was duly filed with the Secretary of State of the State of
Delaware, and the Merger became effective on that date. As a result of the
Merger, each outstanding share of $.14 Series A Cumulative Convertible Preferred
Stock of the Company, par value $.01 per share, was exchanged for 1.1 shares of
Emons Common Stock, par value $.01 per share (except that cash was paid in lieu
of any fractional shares).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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(d)(2) - Press Release issued by the Company on June 29, 1999.
(d)(3) - Form of letter to registered holders of convertible preferred stock
dated July __, 1999.
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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.
EMONS TRANSPORTATION GROUP, INC.
July 7, 1999
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(Date)
By: /s/ Scott F. Ziegler
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(Signature)
Scott F. Ziegler, Secretary
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(Name and Title)
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EXHIBIT INDEX
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(d)(2) - Press Release issued by the Company on June 29, 1999.
(d)(3) - Form of letter to registered holders of convertible preferred stock
dated July __, 1999.
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Exhibit 99(d)(2)
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Emons Transportation Group, Inc.
96 SOUTH GEORGE STREET, YORK, PENNSYLVANIA 17401
NEWS RELEASE
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IMMEDIATE RELEASE CONTACT: ROBERT GROSSMAN
717/771-1701
or: TOM ENNIS
THE EQUITY GROUP
212/836-9607
EMONS TRANSPORTATION GROUP
SHAREHOLDERS APPROVE RECAPITALIZATION OF PREFERRED STOCK
TO FURTHER STRATEGIC GROWTH
York, Pennsylvania; June 29, 1999: Emons Transportation Group, Inc.
(Nasdaq/SmallCap: EMON) announced, at a special meeting held earlier today, that
its shareholders voted to approve the merger into the Company of its wholly-
owned subsidiary, ETG Merger Corp. The merger will enable the Company to
recapitalize its outstanding Series A Cumulative Convertible Preferred Stock,
which had a total liquidation preference of $4,738,882, including accumulated
undeclared dividends of $1,767,796 as of May 10, 1999. The merger is expected
to be effective by the Company's fiscal year-end on June 30, 1999. The effect
of the merger is that each outstanding share of Convertible Preferred Stock will
be exchanged for 1.1 shares of Emons' Common Stock. This provides preferred
shareholders with an additional 0.2 share of Common Stock (297,000 shares in
total) over the current conversion ratio, in lieu of payment of the undeclared
dividends. The only class of stock outstanding will be approximately 7.85
million shares of Common Stock.
Emons believes that the existence of the Convertible Preferred Stock created a
significant obstacle
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to the Company's ability to raise additional capital on favorable terms. The
adoption of the merger proposal is expected to provide Emons with increased
flexibility to raise capital on favorable terms in the future. Robert Grossman,
Chairman and President, commented, "We have been successful in achieving
significant internal growth, coupled with strategic acquisitions during the last
several years. We are very pleased with the support of shareholders in
approving this recapitalization since we will now have increased ability to fund
our future growth by continuing to emphasize both internal initiatives and
strategic acquisitions."
Also at today's meeting, shareholders voted to increase the number of
authorized shares of Common Stock from 15,000,000 to 30,000,000 and voted not to
approve an increase in the number of authorized shares of Preferred Stock from
the current 3,000,000 authorized shares. The increase in the Company's
authorized Common Stock will provide the Company with added flexibility in
executing financings, acquisitions, stock dividends and other transactions,
although the Company has no present intention to issue any of the additional
authorized shares.
Emons Transportation Group, Inc., is a rail freight transportation and
distribution services company serving the Mid-Atlantic and Northeast regions of
the United States and Quebec, Canada, through its Pennsylvania and New
England/Quebec operations. Emons currently owns five short line railroads,
operates rail/truck transfer facilities and a rail intermodal terminal, and
provides its customers with warehousing and logistics services for the movement
and storage of their freight.
This press release contains forward-looking statements regarding future
events and the future performance of Emons that involve risks and
uncertainties that could cause actual results to differ materially.
Those risks and uncertainties include, but are not limited to, economic
conditions, customer demand, increased competition in the relevant
market, and others. We refer you to the documents that Emons files from
time to time with the Securities and Exchange Commission, such as the
Company's Form 10-K, Form 10-Q, and Form 8-K reports, which contain
additional important factors that could cause its results to differ from
its current expectations and the forward-looking statements contained in
this press release.
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Exhibit 99(d)(3)
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EMONS TRANSPORTATION GROUP, INC.
96 South George Street
York, Pennsylvania 17401
July __, 1999
TO: THE REGISTERED HOLDERS OF EMONS TRANSPORTATION GROUP, INC., $0.14 SERIES A
CUMULATIVE CONVERTIBLE PREFERRED STOCK
RE: Notice of Consummation of the Merger of Emons Transportation Group,
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Inc. and ETG Merger Corporation
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This is to notify you that the merger between Emons Transportation Group, Inc.
(the "Company") and its wholly-owned subsidiary, ETG Merger Corporation, was
approved at the Special Meeting of Stockholders held on June 29, 1999.
Accordingly, unless you properly informed the Company, prior to the Special
Stockholders Meeting, that you are exercising appraisal rights in accordance
with Delaware law, you must exchange your Convertible Preferred Stock
certificates or your Senior Preferred Stock certificates, if you have not
exchanged them for the current Convertible Preferred Stock (collectively
referred to as the "Convertible Preferred Stock") for certificates representing
the Company's Common Stock, par value $0.01 per share ("Common Stock").
The American Stock Transfer & Trust Company of New York, New York, has been
designated as the Exchange Agent to accept your Convertible Preferred Stock
certificate(s) and to exchange such certificates for Commons Stock.
For each issued and outstanding share of Convertible Preferred Stock you own,
you have the right to receive 1.1 shares of Common Stock.
Upon surrender to American Stock Transfer & Trust Company of your Convertible
Preferred Stock certificate(s), together with a completed and duly executed
Letter of Transmittal, the Exchange Agent will promptly issue to you the proper
number of shares of Common Stock. Fractional shares will not be issued; for any
fractional share to which you may be entitled, you will proportionately receive
$2.375 per whole share (the closing price of the Common Stock on June 29, 1999).
A Letter of Transmittal and instructions are enclosed for your use. A return
envelope
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addressed to the American Stock Transfer & Trust Company is also enclosed should
you desire to use the envelope to deliver your certificates to the Exchange
Agent. Registered mail is recommended, with a return-receipt requested,
properly insured. The means of delivery of your certificate(s) and the risk of
loss in case of failure to deliver are your responsibility.
Please send your Convertible Preferred Stock certificates at your earliest
convenience, but in all cases, prior to December 31, 1999, so that American
Stock Transfer & Trust Company can send you the new certificates and any cash-
in-lieu of fractional shares promptly. Please do not send your stock
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certificate(s) to Emons Transportation Group, Inc., as this will delay the
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issuance of your new stock certificate(s).
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If you have any questions, please contact Shareholder Relations at American
Stock Transfer & Trust Company at (800) 937-5449 or (212) 936-5100. Thank you.
Sincerely,
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Name: Robert Grossman
Title: Chairman and President
717/771-1701
