SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
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AMERICAN CAPITAL CORPORATION
TRANSCAPITAL FINANCIAL CORPORATION
(Name of Subject Companies)
ALLIANCE STANDARD II L.L.C.
ALLIANCE STANDARD II CORP.
MICHAEL L. LEWITTES
ROBERT S. JAFFE
(Bidders)
$3.75 Series A Preferred Stock, $1.00 Par Value, of American Capital Corporation
Common Stock, Par Value $1.00 Per Share, of TransCapital Financial Corporation
(Title of Classes of Securities)
024898207 ($3.75 Series A Preferred Stock of American Capital Corporation)
893528109 (Common Stock of TransCapital Financial Corporation)
(CUSIP Number of Class of Securities)
Michael L. Lewittes Keith R. Bish
ALLIANCE STANDARD II, L.L.C. ALLIANCE STANDARD II CORP.
520 Madison Avenue c/o International Fund Administration, Ltd.
7th Floor 48 Par-la-Ville Road
New York, NY 10022 Suite 464
Telephone: (212) 826-6805 Hamilton HM11, Bermuda
Telephone: (441) 295-4718
with copies to:
Thomas E. Kruger
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Telephone: (212) 856-7000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
Page 1 of Pages
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SCHEDULE 14D-1/A - Amendment No. 2
AMERICAN CAPITAL CORPORATION
TRANSCAPITAL FINANCIAL CORPORATION
This statement constitutes Amendment No. 2 to the statement on Schedule
14D-1 (the "Original Statement," and as supplemented and amended hereby, the
"Statement") relating to the offer by Alliance Standard II L.L.C. ("Purchaser
LLC"), a Delaware limited liability company wholly-owned by LJ Investments,
L.L.C. ("Investments LLC"), a Delaware limited liability company, and Alliance
Standard II Corp. ("Purchaser Corp.," and collectively with Purchaser LLC, the
"Purchasers"), a British Virgin Islands corporation wholly-owned by LJ
Investments Corp. (collectively with Investments LLC, the "Funds"), a British
Virgin Islands corporation, to purchase:
(i) up to $30,000,000 principal amount of outstanding 8.40% Subordinated
Notes due 1993 (the "Notes") of American Capital Corporation, a
Florida corporation ("ACC"), at a price of $100 per $1,000 principal
amount of Notes (including any accrued interest thereon), and
(ii) up to 1,950,000 shares of Common Stock, par value $1.00 per share (the
"TFC Common Shares," and together with the ACC Preferred Shares, the
"Shares") of TransCapital Financial Corporation, a Delaware
corporation ("TFC" and together with ACC, the "Companies"), at a price
of $1.00 per TFC Common Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 12, 1998 a copy of which is
attached to the Original Statement as Exhibit (a)(1) (the "Original Offer to
Purchase"), as supplemented and amended by the Supplement attached to Amendment
No. 1 of the Statement, filed February 4, 1998, as Exhibit (a)(10) (the
"Supplement;" the Original Offer to Purchase as supplemented and amended by the
Supplement is referred to herein as the "Offer to Purchase"), and in the related
Letters of Transmittal (which collectively constitute the "Offer"). Capitalized
terms not otherwise defined herein have the meanings established in the Original
Statement.
Except as set forth herein or in Amendment No. 1, there have been no
changes in the information as set forth in the Original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(b) The information set forth in press release of the Purchasers dated
February 6, 1998, is incorporated herein by reference.
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Exhibit
(a)(1) Offer to Purchase, dated January 12, 1998.*
(a)(2) Letter of Transmittal with respect to ACC Preferred Shares.*
(a)(3) Letter of Transmittal with respect to TFC Common Shares.*
(a)(4) Notice of Guaranteed Delivery for ACC Preferred Shares.*
(a)(5) Notice of Guaranteed Delivery for TFC Common Shares.*
(a)(6) Letter from IBJ Schroder Bank & Trust Company as depositary agent
for the Purchasers to brokers, dealers, banks, trust companies and
nominees.*
(a)(7) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients.*
(a)(8) IRS Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(9) Summary Advertisement, dated January 13, 1998.*
(a)(10) Supplement dated February 4, 1998, to the Offer to Purchase.**
(a)(11) Amended Letter of Transmittal with respect to TFC Common Shares.**
(a)(12) Amended letter from IBJ Schroder Bank & Trust Company as
depositary agent for the Purchasers to brokers, dealers, banks,
trust companies and nominees.**
(a)(13) Amended letter to be sent by brokers, dealers, banks, trust
companies and nominees to their clients.**
(a)(14) Press release dated February 6, 1998.
(b) None.
(c)(1) Filing Agreement dated January 12, 1998 between Alliance Standard
II L.L.C. and Alliance Standard II Corp.*
(c)(2) Agreement dated December 1, 1997 between JL Advisors, L.L.C. and
Collectible Certificates, L.L.C.*
(d) None.
(e) Not applicable.
(f) None.
* Filed as an exhibit to the Original Statement.
** Files as an exhibit to Amendment No. 1.
<PAGE>
SIGNATURES
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.
Dated: February 6, 1998
Alliance Standard II L.L.C.
By: LJ Investments, L.L.C., its managing
member
By: JL Advisors II, LLC, its managing
member
s/ Michael L. Lewittes By: s/ Michael L. Lewittes
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Michael L. Lewittes Michael L. Lewittes, Member
By: Jaffe Capital Management Group,
LLC, member
s/ Robert S. Jaffe By: s/ Robert S. Jaffe
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Robert S. Jaffe Robert S. Jaffe, Member
Alliance Standard II Corp.
By: s/ Keith R. Bish
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Keith R. Bish, Director
<PAGE>
INDEX OF EXHIBITS
Sequentially
Exhibit numbered
number Exhibit pages
(a)(1) Offer to Purchase, dated January 12, 1998.*
(a)(2) Letter of Transmittal with respect to ACC Preferred Shares.*
(a)(3) Letter of Transmittal with respect to TFC Common Shares.*
(a)(4) Notice of Guaranteed Delivery for ACC Preferred Shares.*
(a)(5) Notice of Guaranteed Delivery for TFC Common Shares.*
(a)(6) Letter from IBJ Schroder Bank & Trust Company as depositary agent
for the Purchasers to brokers, dealers, banks, trust companies and
nominees.*
(a)(7) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients.*
(a)(8) IRS Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(9) Summary Advertisement, dated January 13, 1998.*
(a)(10) Supplement dated February 4, 1998, to the Offer to Purchase.**
(a)(11) Amended Letter of Transmittal with respect to TFC Common Shares.**
(a)(12) Amended letter from IBJ Schroder Bank & Trust Company as depositary
agent for the Purchasers to brokers, dealers, banks, trust companies
and nominees.**
(a)(13) Amended letter to be sent by brokers, dealers, banks, trust
companies and nominees to their clients.**
(a)(14) Press release dated February 6, 1998.
(b) None.
(c)(1) Filing Agreement dated January 12, 1998 between Alliance Standard
II L.L.C. and Alliance Standard II Corp.*
(c)(2) Agreement dated December 1, 1997 between JL Advisors, L.L.C. and
Collectible Certificates, L.L.C.*
(d) None.
(e) Not applicable.
(f) None.
* Filed as an exhibit to the Original Statement.
** Filed as an exhibit to Amendment No. 1.
Exhibit (a)(14)
<PAGE>
FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212)-929-5239
ALLIANCE STANDARD II OFFERORS ANNOUNCE WITHDRAWAL
OF TENDER OFFER FOR PREFERRED STOCK OF AMERICAN
CAPITAL
New York, New York, February 6, 1998 - Alliance Standard II L.L.C. and
Alliance Standard II Corp. announced today that they have withdrawn their tender
offer for shares of $3.75 Series A Preferred Stock of American Capital
Corporation due to the pendency of a lawsuit that the offerors learned of after
the commencement of the offer.
The tender offer for American Capital's 8.40% Subordinated Notes due 1993
and common stock of TransCapital Financial Corporation remains open. The offer
price for the Notes will remain at $100 flat per $1,000 principal amount of
Notes, and the tender offerors are paying soliciting dealers' fees of $2.00 per
$1,000 principal amount of Notes. The offer price for the TransCapital common
stock will remain at $1.00 per share, and the tender offerors are paying
soliciting dealers' fees of $0.10 per share. The offer expires on Friday,
February 13, 1998.
The offerors also announced that they had recently responded to comments
received from the U.S. Securities and Exchange Commission on the offer to
purchase and are making a routine distribution to American Capital noteholders
and TransCapital shareholders of a supplement to the offer to purchase.
MacKenzie Partners, Inc., is acting as Information Agent for the offer and
may be contacted at 800-322-2885. Questions and requests for assistance or for
copies of the Offer to Purchase (including the supplement, when available) and
the related letters of transmittal and other tender offer documents may be
directed to the Information Agent, and copies will be furnished free of charge.
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