<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
RULE 13e-3 TRANSACTION STATEMENT
(AMENDMENT NO. 3)
(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:
<TABLE>
<S> <C>
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
</TABLE>
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. 3 to a Rule 13e-3 Transaction Statement (the
"Amendment") relates to a tender offer commenced 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") 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 (the "Commission") on March
29, 1996. This Amendment is being filed by Great American Management and
Investment, Inc. as successor to the Purchaser, and Equity Holdings.
The Offer expired at midnight on Thursday, April 25, 1996 and 834,676
Shares were accepted for purchase by the Purchaser on April 26, 1996. In
addition, Equity Holdings transferred 8,082,744 Shares to the Purchaser on
April 26, 1996. As a result, the Purchaser owned more than 90 percent of
Shares and consummated the Merger on Friday, April 26, 1996. Pursuant to the
Merger, the Purchaser was merged into the Company (the "Surviving
Corporation"). All Shares not tendered and accepted for purchase pursuant to
the Offer were converted into the right to receive the Merger Price. As a
result of the Merger, Equity Holdings is the sole stockholder of the Surviving
Corporation. As of Friday, April 26, 1996 the Shares no longer trade on NASDAQ
and will no longer be registered under the Exchange Act.
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 Commission on March 29,
1996 and Amendment No. 1 to the Schedule 14D-1 filed with the Commission on
April 5, 1996 and Amendment No. 2 filed with the Commission on April 24, 1996
and Amendment No. 3 filed with the Commission thereto on April 29, 1996, of the
information required to be included in response to the items of the Rule 13e-3
Transaction Statement and such Amendments. The information set forth in
Schedule 14D-1 and Amendments Nos. 1, 2 and 3, including all exhibits thereto,
is 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
and such Amendments.
<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 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1(b) is amended to add the following:
On April 26, 1996, as a result of the Merger, all of the Company's
Shares were cancelled and retired and 1,400 shares of the Surviving
Corporation's Common Stock were issued and outstanding, all of which were owned
by Equity Holdings.
Item 1(c) is amended to add the following:
As of April 26, 1996, Shares were no longer listed on NASDAQ and do
not trade on any securities exchange.
Item 1(f) is amended to add the following:
On April 26, 1996, 834,676 Shares were accepted for purchase at a
price of $50.00 per Share by GAMI Merger Co. pursuant to the expiration of the
Offer. In addition, on April 26, 1996, Equity Holdings transferred 8,082,744
Shares to the Purchaser for the purpose of consummating the Merger.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6(a) is amended to add the following:
Payment for Shares tendered will be made from the working capital of
the Surviving Corporation. Payment of the Merger Price will be made from the
working capital of the Surviving Corporation.
ITEM 10. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 10(a) is amended to add the following:
On April 26, 1996, all Shares were cancelled and retired and 1,400
shares of the Surviving Corporation were owned by Equity Holdings, which
constitutes 100% of the issued and outstanding shares of the Surviving
Corporation.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is amended to add the following:
Exhibit (g)(5):
Press Release, dated April 26, 1996
Exhibit (g)(6):
Amendment No. 3 to Tender Offer Statement on Schedule 14D-1, filed with the
Securities and Exchange Commission on April 29, 1996
-1-
<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.
GREAT AMERICAN MANAGEMENT
AND INVESTMENT, INC. AS
SUCCESSOR TO
Dated: April 29, 1996 GAMI MERGER CO.
By /s/ ROD F. DAMMEYER
-----------------------------------
Name: Rod F. Dammeyer
Title: President and
Chief Executive Officer
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)(5) Press Release, dated April 26, 1996
(g)(6) Amendment No. 3 to Tender Offer Statement on Schedule
14D-1, filed with the Securities and Exchange Commission
on April 29, 1996, by GAMI Merger Co. and Equity Holdings
Limited, an Illinois Limited Partnership
<PAGE> 1
CONTACT: Donald J. Liebentritt FOR IMMEDIATE RELEASE
(312) 486-3651
GAMI GOES PRIVATE
CHICAGO, IL APRIL 26, 1996 -- Equity Holdings Limited, an Illinois Limited
Partnership, announced today that GAMI Merger Co. purchased 834,676 shares
pursuant to its tender offer for any and all shares of Great American
Management and Investment, Inc. (NASDAQ:GAMI) common stock at $50.00 per share.
The tender offer expired at midnight on Thursday, April 25, 1996. As the owner
of more than 90% of the common stock of Great American, GAMI Merger Co. today
consummated the merger of GAMI Merger Co. into Great American.
As a result of the merger, all shares not tendered are no longer
outstanding and have been converted into the right to receive $50.00 per share
payable in cash. Shareholders who did not tender will soon receive information
about how to receive $50.00 in cash for each of their shares. The common stock
of GAMI is no longer traded on NASDAQ and will no longer be registered under
the Securities Exchange Act of 1934.
Great American has three major investments consisting of: 70% ownership
of Falcon Building Products, Inc. (NYSE:FB); a 7% interest in IMC Global Inc.
(NYSE:IGL); and two operating businesses, Lapp Insulator Company and Denman
Tire Corporation.
###
<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
SCHEDULE 14D-1
(AMENDMENT NO. 3)
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
================================================================================
TRANSACTION AMOUNT OF
VALUATION(1) FILING FEE
----------- ----------
$55,575,350 . . . . . . . . . . . . . . . . . $11,115
================================================================================
(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 LIMITED
PARTNERSHIP
DATE FILED: MARCH 29, 1996
================================================================================
<PAGE> 2
INTRODUCTION
This Amendment No. 3 to a Tender Offer Statement on Schedule 14D-1 (the
"Amendment") relates to a tender offer commenced 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")
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 (the "Commission") on March 29, 1996
(the "Statement"). This Amendment is being filed by Great American Management
and Investment, Inc., as successor to the Purchaser, and Equity
Holdings.
The Offer expired at midnight on Thursday, April 25, 1996 and 834,676
Shares were accepted for purchase by the Purchaser on April 26, 1996. In
addition, Equity Holdings transferred 8,082,744 Shares to the Purchaser on
April 26, 1996. As a result, the Purchaser owned more than 90 percent of
Shares and consummated the Merger on Friday, April 26, 1996. Pursuant to the
Merger, the Purchaser was merged into the Company (the "Surviving
Corporation"). All Shares not tendered and accepted for purchase pursuant to
the Offer were converted into the right to receive the Merger Price. As a
result of the Merger, Equity Holdings is the sole stockholder of the Surviving
Corporation. As of Friday, April 26, 1996 the Shares no longer trade on NASDAQ
and will no longer be registered under the Exchange Act.
The Purchaser and Equity Holdings are concurrently filing an amendment
to their Rule 13e-3 Transaction Statement with the Commission.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is amended to add the following:
On April 26, 1996, as a result of the Merger, all of the Company's Shares were
cancelled and retired and 1,400 shares of the Surviving Corporation's Common
Stock were issued and outstanding, all of which were owned by Equity Holdings.
Item 1(c) is amended to add the following:
As of April 26, 1996, Shares were no longer listed on NASDAQ and do not trade
on any securities exchange.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is amended to add the following:
Payment for Shares tendered will be made from the working capital of the
Surviving Corporation. Payment of the Merger price will be made from the
working capital of the Surviving Corporation.
ITEM 6. INTEREST IN THE SECURITIES OF THE ISSUER.
Item 6(a) is amended to add the following:
On April 26, 1996, all Shares were cancelled and retired and 1,400 shares of
the Surviving Corporation were owned by Equity Holdings, which constitutes 100%
of the issued and outstanding shares of the Surviving Corporation.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is amended to add the following:
Exhibit (g)(6):
Press Release, dated April 26, 1996.
Exhibit (g)(7):
Amendment No. 3 to Rule 13e-3 Transaction Statement, filed with the Securities
and Exchange Commission on April 29, 1996, by GAMI Merger Co. and Equity
Holdings Limited, an Illinois Limited Partnership.
<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.
GREAT AMERICAN MANAGEMENT
AND INVESTMENT, INC. AS
SUCCESSOR TO
Dated: April 29, 1996 GAMI MERGER CO.
By /s/ ROD F. DAMMEYER
-----------------------------------
Name: Rod F. Dammeyer
Title: President and
Chief Executive Officer
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
Exhibit No. Description
- ----------- -----------
(g)(6) Press Release, dated April 26, 1996
(g)(7) Amendment No. 3 to Rule 13e-3 Transaction Statement,
filed with the Securities and Exchange Commission on
April 29, 1996, by GAMI Merger Co. and Equity Holdings
Limited, an Illinois Limited Partnership.
