<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
RULE 13E-3 TRANSACTION STATEMENT
(AMENDMENT NO. 1)
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
(NAME OF THE ISSUER)
GAMI MERGER CO.
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
389893207
(CUSIP NUMBER OF CLASS OF SECURITIES)
SHELI Z. ROSENBERG
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
(312) 454-0100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
WITH COPIES TO:
JAMES J. JUNEWICZ, ESQ. DONALD J. LIEBENTRITT, ESQ.
MAYER, BROWN & PLATT ROSENBERG & LIEBENTRITT, P.C.
190 SOUTH LASALLE STREET TWO NORTH RIVERSIDE PLAZA, SUITE 1515
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60606
(312) 782-0600 (312) 466-3456
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 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: / /
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
----------- ----------
<S> <C>
$55,575,350 ................................................. $11,115
</TABLE>
- --------------------------------------------------------------------------------
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS AMOUNT ASSUMES THE
PURCHASE OF 1,111,507 SHARES OF COMMON STOCK AT $50.00 IN CASH PER SHARE.
THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH REGULATION
240.0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, EQUALS 1/50TH OF ONE
PERCENTUM OF THE VALUE OF THE SHARES TO BE PURCHASED.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(A)(2) AND
IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
TENDER OFFER STATEMENT ON SCHEDULE 14D-1, FILED WITH THE COMMISSION ON
MARCH 29, 1996, BY GAMI MERGER CO. AND EQUITY HOLDINGS LIMITED, AN
ILLINOIS LIMITED PARTNERSHIP.
AMOUNT PREVIOUSLY PAID: $11,115
FORM OR REGISTRATION NO.: SCHEDULE 14D-1
FILING PARTY: GAMI MERGER CO. AND EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED
PARTNERSHIP
DATE FILED: MARCH 29, 1996
- --------------------------------------------------------------------------------
<PAGE> 2
INTRODUCTION
This Amendment No. 1 to a Rule 13e-3 Transaction Statement (the
"Amendment") relates to a tender offer by GAMI Merger Co., a Delaware
corporation (the "Purchaser"), wholly owned by Equity Holdings Limited, an
Illinois Limited Partnership ("Equity Holdings"), to purchase any and all
shares of common stock, par value $.01 per share (the "Shares"), of Great
American Management and Investment, Inc., a Delaware corporation (the "Company"
or the "Issuer"). The offer is being made at a price of $50.00 per Share, net
to the seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase of the Purchaser dated March 29,
1996 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with the Offer to Purchase, constitute the "Offer"), copies of which
were filed as Exhibits (d)(1) and (d)(2), respectively, to a Rule 13e-3
Transaction Statement filed with the Securities and Exchange Commission on
March 29, 1996 (the "Statement"). This Amendment is being filed by the
Purchaser and Equity Holdings.
The following cross reference sheet is being supplied pursuant to General
Instruction F to the Rule 13e-3 Transaction Statement and shows the location in
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by
the Purchaser and Equity Holdings with the Securities and Exchange Commission
on March 29, 1996, and Amendment No. 1 to the Schedule 14D-1 filed with the
Securities and Exchange Commission on April 5, 1996, of the information
required to be included in response to the items of the Rule 13e-3 Transaction
Statement and this Amendment. The information set forth in the Schedule 14D-1
and Amendment No. 1 to the Schedule 14D-1, including all exhibits, are hereby
expressly incorporated herein by reference and the responses to each item are
qualified in their entirety by the provisions of the Schedule 14D-1. Amendment
No. 1 to Schedule 14D-1 is filed hereto as Exhibit (g)(3).
<PAGE> 3
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
- --------------- ----------------
<S> <C>
Item 1(a) .................................................... Item 1(a)
Item 1(b) .................................................... Item 1(b)
Item 1(c) .................................................... Item 1(c)
Item 1(d) .................................................... *
Item 1(e) .................................................... *
Item 1(f) .................................................... *
Item 2(a) .................................................... Item 2(a)
Item 2(b) .................................................... Item 2(b)
Item 2(c) .................................................... Item 2(c)
Item 2(d) .................................................... Item 2(d)
Item 2(e) .................................................... Item 2(e)
Item 2(f) .................................................... Item 2(f)
Item 2(g) .................................................... Item 2(g)
Item 3(a)(1) ................................................. Item 3(a)(1)
Item 3(a)(2) ................................................. Item 3(b)
Item 3(b) .................................................... *
Item 4 ....................................................... *
Item 5 ....................................................... Item 5
Item 6(a) .................................................... Item 4(a)
Item 6(b) .................................................... *
Item 6(c) .................................................... Item 4(b)
Item 6(d) .................................................... Item 4(c)
Item 7(a) .................................................... Item 5
Item 7(b) .................................................... *
Item 7(c) .................................................... *
Item 7(d) .................................................... *
Item 8 ....................................................... *
Item 9 ....................................................... *
Item 10(a) ................................................... Item 6(a)
Item 10(b) ................................................... Item 6(b)
Item 11 ...................................................... Item 7
Item 12(a) ................................................... *
Item 12(b) ................................................... *
Item 13 ...................................................... *
Item 14 ...................................................... *
Item 15(a) ................................................... *
Item 15(b) ................................................... Item 8
Item 16 ...................................................... Item 10(f)
Item 17 ...................................................... Item 11
</TABLE>
- ---------------
* The Item is located in the Rule 13e-3 Transaction Statement only.
<PAGE> 4
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is amended to add the following:
On April 1, 1996, a purported stockholder class action suit was filed
in the Court of Chancery in the State of Delaware (Lewis v. Great American
Management and Investment, Inc., et al., C.A. No. 14915). The Lewis action
names as defendants the Company, the Purchaser, Equity Holdings and each
individual member of the Company's Board of Directors. In general, the action
alleges that defendants breached their fiduciary duties to stockholders based
on the further allegation that the Offer Price is "grossly inadequate" and
"fails to fully value [the Company's] excellent future anticipated results."
According to the Lewis complaint, the Offer Price "represents only a slight
premium over the Company's trading price prior to announcement of the [O]ffer,"
which trading price has been allegedly depressed as a result of the Company's
announcement of its operating results for the fourth quarter of 1995. The
Lewis action further alleges that the Offer is not the result of arms-length
negotiations, that due to control exercised by Equity Holdings, no third party
will bid for the Company, and that the Offer constitutes a "fraudulent plan to
take [the Company] private" by defendants and is "inherently unfair" to
minority stockholders because defendants have allegedly "circumvent[ed]
protections customarily afforded minority stockholders" and due to an alleged
conflict of interest by the defendants.
The Lewis action seeks certification of a class on behalf of the Company's
stockholders, an order requiring the defendants to "carry out their fiduciary
duties to plaintiff," preliminary and permanent injunctive relief against
consummation of the Offer, an order requiring the defendants to structure the
Offer such that consummation of the Offer is conditioned on a majority of
outstanding Shares being tendered and an order requiring defendants to
supplement the Offer to Purchase to "include all information necessary to
shareholders to make an informed decision on whether to tender." The action
further seeks rescissionary damages, in the event that the Offer is
consummated, and other damages, including court costs, attorneys' and expert
fees and various other forms of relief.
The defendants believe that the Lewis action is meritless and intend to
oppose it vigorously.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is amended to add the following:
(g) ...... Exhibit (g)(2) Class Action Complaint, Lewis v. Great American
Management and Investment, Inc. et al. (C.A. No.
14915), filed April 1, 1996, in the Court of Chancery
in the State of Delaware.
Exhibit (g)(3) Amendment No. 1 to Tender Offer Statement on Schedule
14D-1, filed with the Securities and Exchange
Commission on April 5, 1996, by GAMI Merger Co. and
Equity Holdings Limited, an Illinois Limited
Partnership.
<PAGE> 5
SIGNATURE
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.
Dated: April 5, 1996 GAMI MERGER CO.
By /S/ SHELI Z. ROSENBERG
--------------------------------------------
Name: Sheli Z. Rosenberg
Title: Vice President
EQUITY HOLDINGS LIMITED, AN ILLINOIS
LIMITED PARTNERSHIP
By /S/ SHELI Z. ROSENBERG
--------------------------------------------
Name: Sheli Z. Rosenberg
Title: Co-Trustee of General Partner
<PAGE> 6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------
(g)(2) .... Class Action Complaint, Lewis v. Great American Management and
Investment, Inc. et al. (C.A. No. 14915), filed April 1, 1996, in
the Court of Chancery in the State of Delaware.
(g)(3) .... Amendment No. 1 to Tender Offer Statement on Schedule 14D-1, filed
with the Securities and Exchange Commission on April 5, 1996, by
GAMI Merger Co. and Equity Holdings Limited, an Illinois Limited
Partnership.
<PAGE> 1
EXHIBIT (g)(2)
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-------------------------------------x
HARRY LEWIS, individually and on :
behalf of all other similarly :
situated, : C.A. NO. 14915
:
Plaintiff, :
: CLASS ACTION
- v. - : COMPLAINT
:
GREAT AMERICAN MANAGEMENT & :
INVESTMENT, INC., GAMI MERGER, :
EQUITY HOLDINGS LTD., SAMUEL ZELL, :
ROD F. DAMMEYER, MITCHELL R. COHEN, :
BRADBURY DYER, III, DAVID A. :
GARDNER, WILLIAM K. HALL, F. PHILIP :
HANDY, JOHN M. PASQUESI, SHELI Z. :
ROSENBERG and JOSEPH P. SULLIVAN, :
:
Defendants. :
:
:
-------------------------------------x
INTRODUCTION
This action arises out of an unlawful scheme and plan by Equity Holdings
Ltd. ("Equity"), the 88% shareholder of Great American Management & Investment,
Inc. ("Great American" or the "Company"), through its unit, GAMI Merger
("Merger") to acquire the remaining ownership of the Company in a going-private
transaction for grossly inadequate consideration and without full and complete
disclosure of all material information, in breach of defendants' fiduciary
duties. Moreover, defendants have taken steps designed to circumvent the
procedures and protections customarily afforded minority shareholders in a
going-private transaction, all in an effort to enable Equity to pay as little
as possible for Great American shares. Plaintiff alleges that he and other
public stockholders of Great
<PAGE> 2
American are entitled to enjoin the tender offer for the Company, which
commenced on or about March 29, 1996, or alternatively, recover damages in the
event the transaction is consummated.
THE PARTIES
1. Plaintiff is and has been at all relevant times the owner of Great
American common stock.
2. Defendant Great American is a
corporation organized and existing under the laws of the State of Delaware
with its principal executive offices located at Two North Riverside Plaza,
Chicago, Illinois. Great American, through subsidiaries, owns businesses which
produce and distribute capital goods and other products serving building,
electrical and aviation markets; manages a diverse portfolio of real estate
investments; and engages in the agricultural chemicals and fertilizer business.
The Company had, as of December 31, 1994, over 11 million shares of common
stock issued and outstanding, which trade on the NASDAQ over-the-counter
market; of these shares, Equity owns 88%.
3. (a) Defendant Samuel Zell ("Zell") is and was at all relevant times
Great American's Chairman and the trustee of one of the two general partners of
Equity.
(b) Defendant Rod F. Dammeyer ("Dammeyer") is and was at all relevant
times President and Chief
-2-
<PAGE> 3
Executive Officer of Great American and serves as a director of other
Zell-related entities. In addition, Dammeyer is a party to a lucrative
employment contract with Great American.
(c) Defendant Sheli Z. Rosenberg ("Rosenberg") is and was at all relevant
times director of Great American and co-trustee of a general partner of Equity
and a trustee of certain trusts which are indirect partners of Equity.
Rosenberg is a principal of Rosenberg & Liebentritt, P.C., a law firm which
derived $2.4 million, $1.7 million and $0.9 million for certain legal services
rendered to the Company in 1995, 1994 and 1993, respectively.
(d) Defendants David A. Gardner ("Gardner"), F. Phillip Handy ("Handy")
and Bradbury Dyer, III ("Dyer") are and have been at all relevant times
directors of Great American and the owners of interests in various partnerships
that are affiliated with Equity.
(e) Defendants Mitchell R. Cohen ("Cohen"), William R. Hall ("Hall"), John
M. Pasquesi ("Pasquesi") and Joseph P. Sullivan ("Sullivan") are and were at
all relevant times directors of Great American.
4. As noted above, each of the individual defendants named above (the
"Individual Defendants"), is a director of Great American, and thus had a
fiduciary duty to
-3-
<PAGE> 4
the public shareholders of the Company to advance the interests of the Company
and its shareholders.
5. However, defendants Zell, Dammeyer, Rosenberg, Gardner, Handy and Dyer
are also officers, directors or principals of Equity or other Zell-related
entities and thus have a fiduciary duty and financial interest to Equity to
advance that company's financial interests.
6. Defendant Merger is a Delaware corporation and a unit of defendant
Equity, which is an Illinois limited partnership.
7. Merger and Equity are collectively referred to herein as "Equity".
8. The Individual Defendants named in paragraph 3 above, as officers
and/or directors of Great American, and Equity, as the majority stockholder of
the Company, owe the highest fiduciary duties of good faith, loyalty, fair
dealing, due care, and candor to plaintiff and the other members of the Class
(as defined below). The Individual Defendants are, however, incapable of
impartially determining whether the challenged transaction is in the best
interests of Great American's public stockholders because their allegiance lies
with Equity by reason of their current and promised positions with Equity or
other Zell-related entities.
-4-
<PAGE> 5
CLASS ACTION ALLEGATIONS
9. Plaintiff brings this action pursuant to Rule 23 of the Rules of this
Court, individually and on behalf of all other stockholders of the Company
(except the defendants herein and any persons, firm, trust, corporation, or
other entity related to or affiliated with them and their successors in
interest), who are or will be threatened with injury arising from defendants'
actions, as more fully described herein (the "Class").
10. This action is properly maintainable as a class action for the
following reasons:
(a) The Class is so numerous that joinder of all members is impracticable.
As of December 31, 1994, there were approximately 900 holders of record of
Great American common stock who are members of the Class and which stock trades
on the NASDAQ over-the-counter market.
(b) Members of the Class are scattered throughout the United States and
are so numerous that it is impracticable to bring them all before this Court.
(c) There are questions of law and fact which are common to the Class and
which predominate over questions affecting any individual class member. The
common questions include, inter alia, the following:
(i) Whether defendants have engaged and are continuing to engage in a
plan and scheme to benefit themselves at the expense of the members of the
Class;
-5-
<PAGE> 6
(ii) Whether the Individual Defendants, as officers and/or directors of
the Company, and Equity, as majority stockholder of Great American, have
fulfilled, and are capable of fulfilling, their fiduciary duties to
plaintiff and the other members of the Class, including their duties of entire
fairness, loyalty, due care, and candor;
(iii) Whether the defendants have disclosed all material facts in
connection with the challenged transaction; and
(iv) Whether plaintiff and the other members of the Class would be
irreparably damaged were defendants not enjoined from the conduct described
herein;
(d) The claims of plaintiff are typical of the claims of the other members
of the Class in that all members of the Class will be damaged by defendants'
actions.
(e) Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature. Plaintiff is an
adequate representative of the Class.
(f) The prosecution of separate actions by class members would create the
risk of inconsistent adjudications with respect to individual members of the
class.
11. Moreover, defendants have acted and will continue to act on grounds
generally applicable to the
-6-
<PAGE> 7
Class, thereby making appropriate final injunctive or corresponding declaratory
relief with respect to the Class as a whole.
BACKGROUND AND SUBSTANTIVE ALLEGATIONS
12. On or about March 29, 1996, Great American announced that it had
received an offer from Merger for the purchase of all of the Company's
outstanding stock at a price of $50 per share (the "offer"). The offer, which
is in the form of a tender offer, commenced the same day and will expire on
April 25, 1996.
13. In response, Great American indicated that it would consider the offer
at its next board meeting, which is scheduled for April 3, 1996.
14. The announcement of the offer follows on the heels of Great American's
announcement, on or about March 20, 1996, that it would record a fourth quarter
loss of $110 million, or $11.97 per share, compared with net income of $73.4
million, or $6.57 per share for the same period in the prior year.
15. The loss is primarily attributed to charges related to discontinued
operation, and the write-down of goodwill and non-operating assets resulting
from the Company's efforts to restructure its operations. For example, a $10
million charge was the result of the sale of a unit to Thomas & Betts Corp.,
while a $23.4 million after
-7-
<PAGE> 8
tax charge was based on "a reassessment of the carrying value of certain
non-operating assets and liabilities." Thus, these financial results, which
have served to depress the price of the Company's common stock, are but an
aberration due to the Company's efforts to improve its overall results.
16. The members of Great American's Board (i.e., the Individual Defendants)
have breached their fiduciary duties of good faith and loyalty. The price in
the offer is grossly inadequate; it represents only a slight premium over the
Company's trading price prior to the announcement of the offer, and fails to
fully value Great American's excellent future anticipated results.
17. Because of the control exercised by Equity over Great American, no
third party will, as a practical matter, bid for the Company.
18. The offer is not the result of arms-length negotiations but was
determined arbitrarily by Equity and the Individual Defendants and is designed
to take advantage of Great American's current excellent growth position.
19. In violation of their fiduciary obligations, and in an effort to
minimize the price paid for the publicly-held shares, the defendants have
proposed the offer in an effort to circumvent protections customarily afforded
minority shareholders in going-private transactions, such as approval by a
majority of the minority stockholders.
-8-
<PAGE> 9
20. The offer is in furtherance of a fraudulent plan to take Great American
private, which, if not enjoined, will result in the elimination of the public
stockholders of Great American in a transaction that is inherently unfair to
them and that is the product of the defendants' conflict of interest, as
described herein. More particularly, the transaction is in violation of
defendants' fiduciary duties and has been timed and structured unfairly in
that:
(a) The proposed transaction is designed and intended to eliminate members
of the Class as stockholders of the Company from continued equity participation
in the Company at a price per share which defendants know or should know is
grossly unfair and inadequate;
(b) Equity, by virtue of, among other things, its voting and ownership
power, controls and dominates each of the Individual Defendants;
(c) Defendants have unique knowledge of the Company and have access to
information denied or unavailable to the Class. Without all material
information, class members are unable to determine whether the price offered in
the offer is fair, or whether they should tender their shares.
21. By reason of the foregoing acts, practices, and courses of conduct by
defendants, plaintiff and the other members of the Class have been and will be
damaged because they will not receive their fair proportion of the
-9-
<PAGE> 10
value of Great American's assets and business, which far exceeds the offer
price and have been and will be prevented from obtaining fair consideration for
their shares of Great American common stock.
22. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiff and the Class and will consummate the
offer to the irreparable harm of plaintiff and the Class.
23. Plaintiff and the other members of the Class have no adequate remedy
at law.
WHEREFORE, plaintiff demands judgment as follows:
(a) Declaring this to be a proper class action and naming plaintiff as
Class representative;
(b) Ordering defendants to carry out their fiduciary duties to plaintiff
and the other members of the Class, including the duties of care, loyalty, and
candor;
(c) Granting preliminary and permanent injunctive relief against the
consummation of the offer as described herein;
(d) Ordering that defendants structure the offer in a procedurally fair
manner (i.e., conditioning the offer on a majority of the public shares being
tendered);
(e) Ordering defendants to supplement the offer to purchased dated March
29, 1996, to include all information necessary to shareholders to make an
informed decision on whether to tender;
-10-
<PAGE> 11
(f) In the event the offer is consummated, rescinding the transaction
effected by defendants and awarding rescissionary damages;
(g) Ordering defendants, jointly and severally, to pay to plaintiff and to
other members of the Class all damages suffered and to be suffered by them as
the result of the acts and transactions alleged herein;
(h) Awarding plaintiff the costs and disbursements of the action including
allowances for plaintiff's reasonable attorneys and experts fees; and
(i) Granting such other and further relief as may be just and proper in
the premises.
Dated: April 1, 1996
ROSENTHAL, MONHAIT, GROSS
& GODDESS, P.A.
BY: /s/ NORMAN M. MONHAIT
---------------------
Joseph A. Rosenthal
Norman M. Monhait
1401 Mellon Bank Center
Box 1070
Wilmington, DE 19899
(302) 656-4433
OF COUNSEL:
GOODKIND LABATON RUDOFF
& SUCHAROW
100 Park Avenue
New York, NY 10017-5563
(212) 907-0700
Attorneys for Plaintiff
- 11 -
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-1
(AMENDMENT NO.1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.
(NAME OF SUBJECT COMPANY)
GAMI MERGER CO.
EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED PARTNERSHIP
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
389893207
(CUSIP NUMBER OF CLASS OF SECURITIES)
SHELI Z. ROSENBERG
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
(312) 454-0100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE BIDDER)
WITH COPIES TO:
JAMES J. JUNEWICZ, ESQ. DONALD J. LIEBENTRITT, ESQ.
MAYER, BROWN & PLATT ROSENBERG & LIEBENTRITT, P.C.
190 SOUTH LASALLE STREET TWO NORTH RIVERSIDE PLAZA, SUITE 1515
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60606
(312) 782-0600 (312) 466-3456
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION AMOUNT OF
VALUATION(1) FILING FEE
- ----------- ----------
<S> <C>
$55,575,350 $11,115
</TABLE>
- --------------------------------------------------------------------------------
(1) FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS AMOUNT ASSUMES THE
PURCHASE OF 1,111,507 SHARES OF COMMON STOCK AT $50.00 IN CASH PER SHARE.
THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH REGULATION
240.0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, EQUALS 1/50TH OF ONE
PERCENTUM OF THE VALUE OF THE SHARES TO BE PURCHASED.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET BY RULE 0-11(a)(2) AND
IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
TENDER OFFER STATEMENT ON SCHEDULE 14D-1, FILED WITH THE COMMISSION ON
MARCH 29, 1996, BY GAMI MERGER CO. AND EQUITY HOLDINGS LIMITED, AN
ILLINOIS LIMITED PARTNERSHIP.
AMOUNT PREVIOUSLY PAID: $11,115
FORM OR REGISTRATION NO.: SCHEDULE 14D-1
FILING PARTY: GAMI MERGER CO. AND EQUITY HOLDINGS LIMITED, AN ILLINOIS LIMITED
PARTNERSHIP
DATE FILED: MARCH 29, 1996
- --------------------------------------------------------------------------------
<PAGE> 2
INTRODUCTION
This Amendment No. 1 to a Tender Offer Statement on Schedule 14D-1 (the
"Amendment") relates to a tender offer by GAMI Merger Co., a Delaware
corporation (the "Purchaser"), wholly owned by Equity Holdings Limited, an
Illinois Limited Partnership ("Equity Holdings'), to purchase any and all
shares of common stock, par value $.01 per share (the "Shares"), of Great
American Management and Investment, Inc. a Delaware corporation (the
"Company"). The offer is being made at a price of $50.00 per Share, net to the
seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase of the Purchaser dated March 29,
1996 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with the Offer to Purchase, constitute the "Offer"), copies of which
were filed as Exhibits (a)(1) and (a)(2), respectively, to a Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
on March 29, 1996 (the "Statement"). This Amendment is being filed by the
Purchaser and Equity Holdings.
The Purchaser and Equity Holdings are concurrently filing an amendment to
their Rule 13e-3 Transaction Statement with the Securities and Exchange
Commission, which is attached hereto as Exhibit (g)(4).
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is amended to add the following:
(e) On April 1, 1996, a purported stockholder class action suit was
filed in the Court of Chancery in the State of Delaware (Lewis v. Great
American Management and Investment, Inc. et al., C.A. No. 14915). The Lewis
action names as defendants the Company, the Purchaser, Equity Holdings and each
individual member of the Company's Board of Directors. In general, the action
alleges that defendants breached their fiduciary duties to stockholders based
on the further allegation that the Offer Price is "grossly inadequate" and
"fails to fully value [the Company's] excellent future anticipated results."
According to the Lewis complaint, the Offer Price "represents only a slight
premium over the Company's trading price prior to announcement of the [O]ffer,"
which trading price has been allegedly depressed as a result of the Company's
announcement of its operating results for the fourth quarter of 1995. The
Lewis action further alleges that the Offer is not the result of arms-length
negotiations, that due to control exercised by Equity Holdings, no third party
will bid for the Company, and that the Offer constitutes a "fraudulent plan to
take [the Company] private" by defendants and is "inherently unfair" to
minority stockholders because defendants have allegedly "circumvent[ed]
protections customarily afforded minority stockholders" and due to an alleged
conflict of interest by the defendants.
The Lewis action seeks certification of a class on behalf of the Company's
stockholders, an order requiring the defendants to "carry out their fiduciary
duties to plaintiff," preliminary and permanent injunctive relief against
consummation of the Offer, an order requiring the defendants to structure the
Offer such that consummation of the Offer is conditioned on a majority of
outstanding Shares being tendered and an order requiring defendants to
supplement the Offer to Purchase to "include all information necessary to
shareholders to make an informed decision on whether to tender." The action
further seeks rescissionary damages, in the event that the Offer is
consummated, and other damages, including court costs, attorneys' and expert
fees and various other forms of relief.
The defendants believe that the Lewis action is meritless and intend to
oppose it vigorously.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is amended to add the following:
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<S> <C> <C>
(g) .. Exhibit (g)(3) Class Action Complaint, Lewis v. Great American
Management and Investment, Inc. et al. (C.A. No 14915),
filed April 1, 1996, in the Court of Chancery in the
State of Delaware.
Exhibit (g)(4) Amendment No. 1 to Rule 13e-3 Transaction Statement,
filed with the Securities and Exchange Commission on
April 5, 1996, by GAMI Merger Co. and Equity Holdings
Limited, an Illinois Limited Partnership.
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-1-
<PAGE> 3
SIGNATURE
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.
Dated: April 5, 1996 GAMI MERGER CO.
By /S/ SHELI Z. ROSENBERG
---------------------------------
Name: Sheli Z. Rosenberg
Title: Vice President
EQUITY HOLDINGS LIMITED, AN ILLINOIS
LIMITED PARTNERSHIP
By /S/ SHELI Z. ROSENBERG
--------------------------------------------
Name: Sheli Z. Rosenberg
Title: Co-Trustee of General Partner
<PAGE> 4
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------
<S> <C>
(g)(3) .... Class Action Complaint, Lewis v. Great American Management and
Investment, Inc. et al. (C.A. No 14915), filed April 1, 1996, in
the Court of Chancery in the State of Delaware.
(g)(4) .... Amendment No. 1 to Rule 13e-3 Transaction Statement, filed with
the Securities and Exchange Commission on April 5, 1996, by GAMI
Merger Co. and Equity Holdings Limited, an Illinois Limited
Partnership.
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