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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. )
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):
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]
Calculation of Filing Fee
Transaction
Valuation Amount of Filing Fee
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$2,135,661 $427.13
[ ] 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:___________________________
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This Rule 13e-3 Transaction Statement (the "Statement") is being filed
in connection with the filing by Emons Transportation Group, Inc. ("Emons" or
the "Company") with the Securities and Exchange Commission (the "Commission") on
_________, 1999 of a Proxy Statement on Schedule 14A (as the same may be
amended, the "Proxy Statement") in connection with a special meeting of the
stockholders of Emons. At such meeting, the stockholders of Emons will vote
upon the adoption of a merger proposal wherein the Company will merge with a
newly-formed, wholly-owned subsidiary of the Company, with the Company being the
surviving corporation in the merger.
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in response to the items of
this Statement. The information in the Schedule 14A which is attached hereto as
Exhibit A, including all appendices thereto, is hereby expressly incorporated
herein by reference and the responses to each item are qualified in their
entirety by the provisions of the Proxy Statement.
ITEM IN SCHEDULE
- ------------------ CAPTION OR LOCATION IN
13E-3 PROXY STATEMENT
- ------------------ -----------------------------------------------------
Item 1(a)......... "Introduction"
Item 1(b)......... "VOTING - Voting Rights and Proxy and Written
Consent Information - Record Date"; "MERGER
PROPOSAL - The Merger Proposal"; "DESCRIPTION
OF SECURITIES - Convertible Preferred Stock"
Item 1(c)......... "MARKET FOR COMPANY'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS"
Item 1(d)......... "PRO FORMA FINANCIAL INFORMATION -
Convertible Preferred Stockholders"; "SPECIAL
FACTORS - Timing of Transaction"
Item 1(e)......... **
Item 1(f)......... **
Item 2............ *
Item 3(a)-(b)..... **
Item 4(a)......... "MERGER PROPOSAL"
* This Item is located in the Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
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Item 4(b)......... **
Item 5(a)-(g)..... "MERGER PROPOSAL"
Item 6(a)......... **
Item 6(b)......... *
Item 6(c)-(d)..... **
Item 7(a)......... "SPECIAL FACTORS - Reasons for Proposed
Structure"
Item 7(b)......... "SPECIAL FACTORS - Background of Merger Proposal
and Alternatives Considered"
Item 7(c)......... "SPECIAL FACTORS - Reasons for Proposed
Structure" and "-Timing of Transaction"
Item 7(d)......... "SPECIAL FACTORS - Effects of the Merger
Proposal"; "MERGER PROPOSAL" - Federal Income
Tax Consequences of Merger" "- Consequences to
Holders of Convertible Preferred Stock";
"- Consequences to Holder of Existing Common Stock";
"- Consequences of Exercising Appraisal Rights"; and
"- Consequences to the Company"
Item 8(a)-(b)..... "SPECIAL FACTORS - Recommendation of the Board
of Directors; Fairness"; "- Opinion of Financial
Advisor"; "- Discounted Free Cash Flow Analysis";
"- Comparable Public Company Analysis"; and "- The
Company's Strategic Business Plan"
Item 8(c)......... "VOTING - Voting Rights and Proxy and Written
Consent Information"
Item 8(d)......... "SPECIAL FACTORS - Recommendation of the Board
of Directors; Fairness"
Item 8(e)......... "VOTING - Vote Required"
Item 8(f)......... **
* This Item is located in the Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
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Item 9(a)-(b)..... "SPECIAL FACTORS - Opinion of Financial Advisor"
and "- Comparable Public Company Analysis" and
"MERGER PROPOSAL - Code Section 305
Considerations"
Item 9(c)......... *
Item 10(a)-(b).... **
Item 11........... **
Item 12(a)........ "VOTING - Vote of Directors and Officers" and
"-Vote of Escrow Agent"
Item 12(b)........ **
Item 13(a)........ "APPRAISAL RIGHTS OF DISSENTING
STOCKHOLDERS"
Item 13(b)-(c).... **
Item 14(a)........ "SPECIAL FACTORS - Pro Forma Financial
Information"
Item 14(b)........ "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE"
Item 15(a)........ *
Item 15(b)........ "SPECIAL FACTORS - Opinion of Financial Advisor"
Item 16........... *
Item 17(a)........ *
Item 17(b)........ "SPECIAL FACTORS - Opinion of Financial Advisor";
Annex B-1, B-2 and B-3 to the Proxy Statement;
"MERGER PROPOSAL - Code Section 305
Considerations" and Annex D to the Proxy Statement
Item 17(c)........
Item 17(d)........
Item 17(e)........ "APPRAISAL RIGHTS OF DISSENTION
STOCKHOLDERS" and Annex E to the Proxy
Statement
Item 17(f)........ **
* This Item is located in the Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
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Item 1. Issuer and Class of Security Subject to the Transaction.
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(a) The issuer of the class of equity securities which is the subject
of the Rule 13e-3 transaction is Emons Transportation Group, Inc. The address
of the issuer is 96 South George Street, York, Pennsylvania 17401.
(b) The exact title of the security which is the subject of the Rule
13e-3 transaction is the "$.14 Series A Cumulative Convertible Preferred Stock
(the "Convertible Preferred Stock")." The number of shares of Convertible
Preferred Stock outstanding as of February 10, 1999 was 1,485,543. Such shares
were held of record as of such date by approximately 648 holders.
(c) The information set forth in the section of the Proxy Statement
entitled "MARKET FOR COMPANY'S COMMON STOCK AND RELATED SECURITY MATTERS" is
incorporated herein by reference in response to this item pursuant to
Instruction D of Schedule 13E-3.
(d) No dividend has been paid during the past two years with respect
to the Convertible Preferred Stock. As of February 10, 1999, the accrued but
unpaid amount of dividends on the Convertible Preferred Stock was $1.19 per
share. The Company is not obligated to pay such accrued and unpaid dividends.
There are no restrictions on the Company's present or future ability to pay
dividends on the Convertible Preferred Stock.
(e) The issuer has not during the past three years made an
underwritten public offering of any securities issued by it.
(f) The issuer has not purchased any securities issued by it since
July 1, 1997 (the commencement of the issuer's second full fiscal year preceding
the date of this schedule).
Item 2. Identity and Background.
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The person filing this statement is the issuer of the Convertible
Preferred Stock, the equity security which is the subject of the Rule 13e-3
transaction.
Item 3. Past Contacts, Transactions or Negotiations.
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(a)-(b) Not applicable.
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Item 4. Terms of the Transaction.
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(a) The information set forth in the section of the Proxy Statement
entitled "MERGER PROPOSAL" is incorporated herein by reference in response to
this item pursuant to Instruction D of Schedule 13E-3.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
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The issuer has no plans or proposals regarding activities or
transactions to occur after the Rule 13e-3 transaction which would relate to or
result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(c) Any change in the present board of directors or management of the
issuer;
(d) Any material change in the present dividend rate or policy (except
that no shares of Convertible Preferred Stock will be outstanding after the 13e-
3 transaction) or indebtedness or capitalization of the issuer;
(e) Any other material change in the issuer's corporate structure or
business;
(f) A class of equity securities of the issuer (other than the
Convertible Preferred Stock) becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(g) The suspension of the issuer's obligation to file reports pursuant
to Section 15(d) of the Act.
Item 6. Source and Amounts of Funds or Other Consideration.
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(a) Not applicable.
(b) The issuer will be responsible for paying all expenses incurred in
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connection with the Rule 13e-3 transaction. Set forth below is a statement of
expenses incurred or to be incurred in connection with the Rule 13e-3:
Filing fees............... $427.13
Legal and accounting fees. $90,000
Printing costs.............$45,000
Fees of financial advisor..$50,000
Fees of Transfer Agent.....$15,000
(c) Not applicable.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
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(a) The information set forth in the section of the Proxy Statement
entitled "SPECIAL FACTORS - Reasons for Proposed Structure" is incorporated
herein by reference in response to this item pursuant to Instruction D of
Schedule 13E-3.
(b) The information set forth in the section of the Proxy Statement
entitled "SPECIAL FACTORS - Background of the Merger Proposal and Alternatives
Considered" is incorporated herein by reference in response to this item
pursuant to Instruction D of Schedule 13E-3.
(c) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS - Reasons for Proposed Structure" and "- Timing of
Transaction" is incorporated herein by reference in response to this item
pursuant to Instruction D of Schedule 13E-3.
(d) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS - Effects of the Merger Proposal"; "MERGER PROPOSAL -
Federal Income Tax Consequences of Merger"; "- Consequences to Holders of
Convertible Preferred Stock"; "- Consequences to Holder of Existing Common
Stock"; "- Consequences of Exercising Appraisal Rights" and "- Consequences to
the Company" is incorporated herein by reference in response to this item
pursuant to Instruction D of Schedule 13E-3.
Item 8. Fairness of the Transaction.
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(a)-(b) The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS - Recommendation of the Board of Directors;
Fairness"; "- Opinion
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of Financial Advisor"; "- Discounted Free Cash Flow Analysis"; "- Comparable
Public Company Analysis"; and "- The Company's Strategic Business Plan" is
incorporated herein by reference in response to this item pursuant to
Instruction D of Schedule 13E-3.
(c) The information set forth in the section of the Proxy Statement
entitled "VOTING - Voting Rights and Proxy and Written Consent Information" is
incorporated herein by reference in response to this item pursuant to
Instruction D of Schedule 13E-3.
(d) The information set forth in the section of the Proxy Statement
entitled "SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness"
is incorporated herein by reference in response to this item pursuant to
Instruction D of Schedule 13E-3.
(e) This transaction was approved by a majority of the directors of
the issuer who are not employees of the issuer.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
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(a)-(b) The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS - Opinion of Financial Advisor"; "-
Comparable Public Company Analysis" and "MERGER PROPOSAL - Code Section 305
Considerations" is incorporated herein by reference in response to this item
pursuant to Instruction D of Schedule 13E-3.
(c) The report of the Company's Financial Advisor shall be made
available for inspection and copying at the principal executive offices of the
issuer during its regular business hours by any interested equity security
holder of the issuer or his or her representative who has been so designated in
writing. A copy of such report will be transmitted by the issuer to any
interested equity security holder of the issuer or his or her representative who
has been so designated in writing upon written request and at the expense of the
requesting security holder.
Item 10. Interest in Securities of the Issuer.
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(a) No shares of Convertible Preferred Stock are beneficially owned by
any pension, profit sharing or similar plan of the issuer, by any person
described in Instruction C of Schedule 13E-3 or by any subsidiary of the issuer.
(b) No transaction in the Convertible Preferred Stock was effected
during the past 60 days by any person referred to in paragraph (a) of this Item.
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Item 11. Contracts, Arrangements or Understandings With Respect
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to the Issuer's Securities.
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No contract, arrangement, understanding or relationship exists in
connection with the Rule 13e-3 transaction between the issuer and any other
person.
Item 12. Present Intention and Recommendation of Certain Persons
- ------- -------------------------------------------------------
with Regard to the Transaction.
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(a) The information set forth in the sections of the Proxy Statement
regarding the current intentions of the Escrow Agent (as such term is defined in
the Proxy Statement) and officers and directors of the issuer in responding to
the solicitation and entitled "VOTING - Vote of Directors and Officers" and "-
Vote of Escrow Agent" is incorporated herein by reference in response to this
item pursuant to Instruction D of Schedule 13E-3.
(b) Other than the recommendation by the issuer's board of directors,
the issuer is not aware of any recommendation regarding the Rule 13e-3
transaction by any person referred to in paragraph (a) of this item.
Item 13. Other Provisions of the Transaction.
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(a) Holders of Convertible Preferred Stock are entitled to appraisal
rights in connection with the Rule 13e-3 transaction. The information regarding
appraisal rights is set forth in the section of the Proxy Statement entitled
"APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS" which is incorporated herein by
reference in response to this item pursuant to Instruction D of Schedule 13E-3.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
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Financial information set forth in, or incorporated by reference in,
the Proxy Statement, is incorporated herein by reference in response to this
item pursuant to Instruction D of Schedule 13E-3.
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Item 15. Persons and Assets Employed, Retained or Utilized.
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(a) Officers and employees of the issuer may assist the issuer in
making the solicitation made in the Proxy Statement but will not be additionally
compensated for any activities in that regard.
(b) Other than Ferris, Baker Watts, Inc., the issuer has not
employed or retained, and does not intend to employ or retain, any person to
make solicitations or recommendations in connection with the Rule 13e-3
transaction. The information set forth in the section of the Proxy Statement
regarding Ferris, Baker Watts, Inc. and entitled "SPECIAL FACTORS - Opinion of
Financial Advisor" is incorporated herein by reference in response to this item
pursuant to Instruction D of Schedule 13E-3.
Item 16. Additional Information.
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None
Item 17. Material to be Filed as Exhibits.
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(a) Not applicable.
(b) Opinions of Ferris, Baker Watts, Inc. dated February 22, 1999
and March __, 1999 and supporting analysis attached to Proxy Statement as Annex
B-1, B-2 and B-3. Valuation Opinion of Ferris, Baker Watts, Inc. dated
February 22, 1999 and attached to Proxy Statement as Annex D.
(c) Not applicable.
(d) Preliminary Copy - Proxy Statement.
(e) Description of appraisal rights in response to this item is
incorporated herein by reference to the Proxy Statement referred to in paragraph
(d) above pursuant to Instruction D of Schedule 13E-3.
(f) None
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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.
March 9, 1999
________________________________
Date
/s/ Scott F. Ziegler
________________________________
(Signature)
/s/ Scott F. Ziegler, Secretary
________________________________
(Name and Title)
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