<PAGE>
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.
-------------------------------------------------------------
(Name of the Issuer)
EMONS TRANSPORTATION GROUP, INC. AND ETG MERGER CORPORATION
-----------------------------------------------------------
(Name of Person(s) Filing Statement)
$.14 Series A Cumulative Convertible Preferred Stock
-------------------------------------------------------------
(Title of Class of Securities)
291575-207
-----------------------------------------------------------
(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:
[ ]
Calculation of Filing Fee*
Transaction
Valuation Amount of Filing Fee
--------- --------------------
$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:___________________________
* 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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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
or about May 24, 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 (i) a merger proposal wherein the Company will merge with ETG
Merger Corporation ("Newco"), a newly-formed, wholly-owned subsidiary of the
Company, with the Company being the surviving corporation in the merger, (ii)
the amendment of the Company's Certificate of Incorporation to increase the
number of authorized shares of common stock from 15,000,000 shares to 30,000,000
shares and (iii) the amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of preferred stock from 3,000,000
shares to 10,000,000 shares.
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............ "BUSINESS OF THE COMPANY - Directors and Executive Officers
of the Company and Newco"
** The Item is inapplicable or the answer thereto is in the negative.
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Item 3(a)-(b)..... **
Item 4(a)......... "MERGER PROPOSAL"
Item 4(b)......... **
Item 5(a)-(g)..... "MERGER PROPOSAL"
Item 6(a)......... **
Item 6(b)......... "MERGER PROPOSAL - Expenses"
Item 6(c)-(d)..... **
Item 7(a)......... "SPECIAL FACTORS - Rationale for the Merger
Proposal"
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"; "Federal Income Tax Consequences of
Merger;" and "- Possible Detrimental Effects of the
Merger Proposal"
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)......... "SPECIAL FACTORS - Recommendation of the Board
of Directors; Fairness"
Item 8(d)......... "SPECIAL FACTORS - Recommendation of the Board
of Directors; Fairness"
Item 8(e)......... "VOTING - Vote Required"
Item 8(f)......... **
** 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
"Federal Income Tax consequences of Merger"
Item 9(c)......... "SPECIAL FACTORS - Opinion of Financial Advisor"
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)........ "INTRODUCTION - Solicitation"
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)........ Proxy Statement
Item 17(e)........ "APPRAISAL RIGHTS OF DISSENTION
STOCKHOLDERS" and Annex E to the Proxy
Statement
Item 17(f)........ **
** 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.
- - --------- --------------------------------------------------------
(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 May 10, 1999 was 1,485,543. Such shares were
held of record as of such date by approximately 641 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 F of Schedule 13E-3.
(d) No dividend has been paid during the past two years with respect
to the Convertible Preferred Stock. As of May 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, and Newco has not, during the past three years
made an underwritten public offering of any securities issued by it.
(f) The issuer has not, and Newco has not, purchased any securities
issued by the issuer 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.
- - ------ -----------------------
(a)-(d) This Statement is being filed by the Company (as the issuer of
the Convertible Preferred Stock which is the subject of the Rule 13E-3
transaction) and by Newco (as an affiliate of the Company). Newco is a Delaware
corporation and shares the same principal business and business address as the
Company.
Pursuant to Instruction C of Schedule 13E-3, the following table sets
forth the information required by Item 2 (a)-(d) with respect to the executive
officers and directors of the Company and Newco. The business address of each
executive officer and director of the Company and Newco is 96 South George
Street, York, PA 17401.
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EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
----------------------------------------------
<TABLE>
<CAPTION>
NAME AND POSITION PRESENT MATERIAL OCCUPATION AND
WITH THE COMPANY POSITIONS DURING LAST 5 YEARS
- - -------------------------------------- ----------------------------------------------------------------------
<S> <C>
Robert Grossman/*/ Mr. Grossman, who devotes all of his business time to the affairs of
Chairman of the Board, President and the Company, has been a Director and the Chairman of the Board and
Chief Executive Officer Chief Executive Officer of the Company since its inception in
December, 1986 and was President of the Company until September,
1996. In September, 1997, Mr. Grossman reassumed the position of
President of the Company. He is now, and for more than five years
has been, the Chairman of the Board, President, or Chief Executive
Officer of each direct or indirect wholly-owned subsidiary of the
Company except for Emons Finance Corp. Mr. Grossman has held
various offices with the Company or its subsidiaries since 1971.
Scott F. Ziegler/**/ SCOTT F. ZIEGLER. Mr. Ziegler has been Senior Vice President and
Director, Senior Vice President and Chief Financial Officer, Controller and Secretary of the Company
Chief Financial Officer, Controller since September, 1998, was Vice President - Finance, Controller and
and Secretary Secretary of the Company from September, 1996 until September,
1998 and was Vice President, Controller and Secretary from January,
1993 until September, 1996. Mr. Ziegler has been Senior Vice
President and Chief Financial Officer, controller and Secretary of
each of the Company's subsidiaries except for Emons Finance Corp.
since November 1998, was Vice President-Finance, Controller and/or
Secretary of each of the Company's subsidiaries except for Emons
Finance Corp. from November 1996 until November 1998, and was
Vice President, Controller and/or Secretary of each of the Company's
subsidiaries except for Emons Finance Corp. from January, 1993 to
November, 1996.
Matthew Jacobson MATTHEW C. JACOBSON. Mr. Jacobson has been a Vice President of
Vice President the Company since September, 1996 and has been President and
Chief Operating Officer of Maine Intermodal Transportation, Inc. and
St. Lawrence & Atlantic Railroad Company since June, 1998, and St.
Lawrence & Atlantic Railroad (Quebec), Inc. since November 1998.
Mr. Jacobson has been President of SLR Leasing Corp. since
November 1998. Mr. Jacobson was Vice President of Maine
Intermodal Transportation, Inc. and St. Lawrence & Atlantic Railroad
Company from May, 1996 until June, 1998. Mr. Jacobson was an
International Sales Manager of an affiliate of Sea-Land Service, Inc.
located in Boston, MA from August, 1995 to April, 1996. Mr.
Jacobson was an Account Manager from December, 1993 to August,
1995 of CSX Transportation, Inc. located in Pittsburgh, PA and
Jacksonville, FL.
- - -------------------------
/*/ Robert Grossman also serves as Director, President and Vice President of Newco.
/**/ Scott F. Ziegler also serves as Director, Secretary and Treasurer of Newco.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND POSITION PRESENT MATERIAL OCCUPATION AND
WITH THE COMPANY POSITIONS DURING LAST 5 YEARS
- - -------------------------------------- ----------------------------------------------------------------------
<S> <C>
Phillip A. Dupont PHILLIP A. DUPONT. Mr. DuPont has been a Vice President of the
Vice President Company since September, 1997 and has been President and Chief
Operating Officer of the Maryland and Pennsylvania Railroad
Company, Penn Eastern Rail Lines, Inc., Yorkrail, Inc. and Emons
Logistics Services, Inc. since June, 1998. Mr. DuPont was Vice
President of the Maryland and Pennsylvania Railroad Company,
Yorkrail, Inc. and Emons Logistics Services, Inc. from September,
1997 until June, 1998 and was Vice President - Marketing of Penn
Eastern Rail Lines, Inc. from November, 1997 until June, 1998. Mr.
DuPont was Logistics Manager of the Company from November,
1996 to September, 1997. Mr. DuPont was a self-employed
transportation consultant from May, 1996 to November, 1996, with a
business address of Malvern, PA. Mr. DuPont was employed by
Conrail and its predecessors for over thirty years and was most
recently employed by Conrail as a Manager of Customer
Development from September, 1995 to May, 1996, with a business
address of Albany, NY and an Account Executive from January,
1994 to February, 1995, with a business address of Philadelphia, PA.
Michael J. Blake MICHAEL J. BLAKE. Mr. Blake has been Chairman of Robinson,
Director Blake, George & Danzis, Inc., an investment firm located in
Minneapolis MN, since December, 1992, Chairman of MedVision,
Inc., an imaging company located in Minneapolis, MN, since April,
1994, Chairman of Vallon, Inc., a Website developer located in
Minneapolis, MN, since November, 1995, and Chairman of EdView,
Inc., an internet software developer located in Minneapolis, MN,
since January, 1997. Mr. Blake was a Director of the Minneapolis
Grain Exchange, a futures exchange, from October 1990 to October
1998 located in Minneapolis, MN. Mr. Blake was a Director of BDS
Communications, Inc. located in Mechanicsburg, PA, from August,
1991 to February, 1996. Mr. Blake was also Chairman of MedIntell
Systems Corporation located in Minneapolis, MN, from July, 1993 to
April, 1995.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND POSITION PRESENT MATERIAL OCCUPATION AND
WITH THE COMPANY POSITIONS DURING LAST 5 YEARS
- - -------------------------------------- ----------------------------------------------------------------------
<S> <C>
Kimberly A. Madigan KIMBERLY A. MADIGAN. Ms. Madigan has been Vice President -
Director Human Resources for Canadian National Railway U.S. Operations
located in Detroit, MI, since May 1, 1999. Ms. Madigan was a
Principal of Chambers, Conlon & Hartwell, a company which
consults on transportation and government relations issues located in
Washington, D.C., from December 1993 to April 1999. Ms.
Madigan also served as the president of the National Railroad
Construction and Maintenance Association located in Washington
D.C., from September 1996 until April 1999. Ms. Madigan was a
member of the National Mediation Board located in Washington
D.C., which directs the actions and policies of the government
agency charged with the administration of the Railway Labor Act,
from August, 1990 to July, 1992 and Chairman of the National
Mediation Board located in Washington D.C., from July, 1992 to
December, 1993.
Robert J. Smallacombe ROBERT J. SMALLACOMBE. Mr. Smallacombe has been President and
Chief Executive Officer of Executive Advisory Group Ltd., a
consulting and management services firm located in Hobe Sound, FL,
since March, 1986. From June, 1996 through May, 1997, Mr.
Smallacombe had served as a Director for Northstar Rehabilitation,
Inc., located in Indiana, Pennsylvania, and Chairman of its Audit
Committee. He also served as its Chief Executive Officer from April
through May, 1997. Mr. Smallacombe has been a Director of Allied
Devices Corporation, located in Baldwin, New York, since July,
1996. He was President and Chief Operating Officer of O'Brien
Environmental Energy, Inc., located in Philadelphia, PA, from
September, 1994 to May, 1996. On September 28, 1994, O'Brien
Environmental Energy, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code with the United States Bankruptcy Court for the District of New
Jersey. From February, 1993 to May, 1994 Mr. Smallacombe was
Chief Executive Officer of Cardinal Publishing, a publisher of church
bulletins located in Pennington, NJ.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND POSITION PRESENT MATERIAL OCCUPATION AND
WITH THE COMPANY POSITIONS DURING LAST 5 YEARS
- - -------------------------------------- ----------------------------------------------------------------------
<S> <C>
Alfred P. Smith ALFRED P. SMITH. Mr. Smith has been Vice President - Locomotive
Director Marketing for GATX Capital Corp. located in San Francisco, CA,
since November 1998. Mr. Smith was General Manager - Network
Operations of Canadian National Railway Company located in
Edmonton, Alberta, Canada, from August 1998 until November 1998
and was Assistant Chief of Transportation of Canadian National
Railway Company located in Edmonton, Alberta, Canada, from
September, 1997 until August, 1998. Mr. Smith was the President
and Chief Operating Officer of the Company from September, 1996
to September, 1997 and the President of the Maryland and
Pennsylvania Railroad Company from January, 1987 to September,
1997 and Yorkrail, Inc. from December, 1987 to September, 1997.
Mr. Smith was the President and Chief Operating Officer of Maine
Intermodal Transportation, Inc. from 1994 to September, 1997 and
the St. Lawrence & Atlantic Railroad Company from May, 1989 to
September, 1997. Mr. Smith was Executive Vice President of the
Company from September, 1992 to September, 1996 and was Vice
President of the Company from January, 1987 to September, 1992.
Dean H. Wise DEAN H. WISE. Mr. Wise has been a Partner with Norbridge, Inc.
Director (formerly Carlisle, Fagan, Gaskins & Wise, Inc.), a management
consulting firm based in Concord, Massachusetts specializing in
transportation and logistics services since April, 1995. Mr. Wise
held various positions, most recently as Vice President, at Mercer
Management Consulting, Inc., a management consulting firm located
in Lexington, MA, from July, 1983, until March, 1995.
</TABLE>
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<PAGE>
(e) and (f) During the last five years, neither the Company nor
Newco nor, to the best of the Company's or Newco's knowledge, either of their
respective executive officers or directors (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
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 prohibiting activities, subject to, federal or state
securities laws or finding any violations of such laws.
(g) All of the directors and executive officers of the Company and of
Newco are citizens of the United States.
Item 3. Past Contacts, Transactions or Negotiations.
- - ------ -------------------------------------------
(a)-(b) Not applicable.
Item 4. Terms of the Transaction.
- - ------ ------------------------
(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 F of Schedule 13E-3.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
- - ------ ---------------------------------------------
Neither the issuer nor Newco has any 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 (other than the merger of Newco into the Company);
(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
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the Act.
Item 6. Source and Amounts of Funds or Other Consideration.
- - ------ --------------------------------------------------
(a) Not applicable.
(b) The issuer will be responsible for paying all expenses incurred in
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
transaction:
Filing fees................ $ 427.13
Legal and accounting fees.. $130,000.00
Printing costs............. $ 55,000.00
Fees of financial advisor.. $ 50,000.00
Fees of Transfer Agent..... $ 15,000.00
(c) Not applicable.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
- - ------ ---------------------------------------------
(a) The information set forth in the section of the Proxy Statement
entitled "SPECIAL FACTORS - Rationale for the Merger Proposal" is incorporated
herein by reference in response to this item pursuant to Instruction F 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 F 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 F of Schedule 13E-3.
(d) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS - Effects of the Merger Proposal"; "Federal Income Tax
Consequences of Merger"; and "- Possible Detrimental Effects of the Merger
Proposal" is incorporated herein by reference in response to this item pursuant
to Instruction F of Schedule 13E-3.
Item 8. Fairness of the Transaction.
- - ------ ---------------------------
(a)-(b) The information set forth in the sections of the Proxy
Statement entitled "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" is incorporated herein by reference in response to this
item pursuant to Instruction F of Schedule 13E-3. The board of directors of
Newco did not consider whether the Merger Proposal was fair to shareholders of
the Company.
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<PAGE>
(c) 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 F 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 F 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.
- - ------ ------------------------------------------------------
(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 "- Federal Income Tax Consequences of
Merger" is incorporated herein by reference in response to this item pursuant to
Instruction F 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.
- - ------- ------------------------------------
(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.
Item 11. Contracts, Arrangements or Understandings With Respect
- - ------- ------------------------------------------------------
to the Issuer's Securities.
--------------------------
No contract, arrangement, understanding or relationship exists in
connection with the Rule 13e-3 transaction between the issuer and Newco, any
executive officer or director of the Company or Newco or any other person.
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<PAGE>
Item 12. Present Intention and Recommendation of Certain Persons
- - ------- -------------------------------------------------------
with Regard to the Transaction.
------------------------------
(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 F of Schedule 13E-3. All of the executive officers
and directors of Newco are also executive officers or directors of the Company;
accordingly, the foregoing statement applies to such executive officers and
directors.
(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 Newco or by any other person referred to in paragraph (a) of this
item.
Item 13. Other Provisions of the Transaction.
- - ------- -----------------------------------
(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 F of Schedule 13E-3.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
- - ------- ---------------------
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.
Item 15. Persons and Assets Employed, Retained or Utilized.
- - ------- -------------------------------------------------
(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 F of Schedule 13E-3.
Item 16. Additional Information.
- - ------- ----------------------
None
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<PAGE>
Item 17. Material to be Filed as Exhibits.
- - ------- --------------------------------
(a) Not applicable.
(b) Opinions of Ferris, Baker Watts, Inc. dated February 22, 1999 and
May 24, 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 F of Schedule 13E-3.
(f) None
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<PAGE>
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.
May 24, 1999
------------------------------
Date
By: /s/ Scott F. Ziegler
------------------------------
(Signature)
Scott F. Ziegler, Secretary
--------------------------------
(Name and Title)
ETG MERGER CORPORATION
May 24, 1999
------------------------------
Date
By: /s/ Scott F. Ziegler
------------------------------
(Signature)
Scott F. Ziegler, Secretary
--------------------------------
(Name and Title)
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