SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Amendment No. 1
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
---------------------
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
<PAGE>
SCHEDULE 14D-1/A -- AMENDMENT NO. 1
AMERICAN CAPITAL CORPORATION
TRANSCAPITAL FINANCIAL CORPORATION
This statement constitutes Amendment No. 1 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),
(ii) up to 1,100,000 shares of $3.75 Series A Preferred Stock,
$1.00 par value (the "ACC Preferred Shares") of ACC, at a
price of $0.50 per ACC Preferred Share, and
(iii) 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 hereto 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, there have been no changes in the
information as set forth in the Original Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) - (c) The information set forth in the Introduction and Section 6
of the Original Offer to Purchase.
2
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d); (g) The information set forth in Section 9 of the
Offer to Purchase is incorporated herein by reference. The name, business
address, present principal occupation or employment, the material occupations,
positions, offices or employment for the past five years and citizenship of each
director and executive officer of the Purchasers and the Funds, and the name,
principal business and address of any corporation or other organization in which
such occupations, positions, offices and employments are or were carried on are
set forth in Schedule I of the Offer to Purchase and incorporated herein by
reference.
ITEM 3. PAST CONTRACTS, TRANSACTION OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(b) The information set forth in Section 8 of the Offer to
Purchase, as amended by the Supplement, is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 of, and Annexes D
and E to, the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S
SECURITIES.
The information set forth in the Introduction and Sections 9,10
and 15 of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 15 of the Offer to Purchase
is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 of the Offer to Purchase
and Annexes D and E thereto is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b) The information set forth in Section 14 of the Offer to
Purchase, as amended by the Supplement, is incorporated herein by reference.
3
<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.
(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.
4
<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 4, 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
- ------------------------------ ----------------------------------------
Michael L. Lewittes Michael L. Lewittes, Member
By: Jaffe Capital Management Group,
LLC, member
s/ Robert S. Jaffe By: s/ Robert S. Jaffe
- ------------------------------ ----------------------------------------
Robert S. Jaffe Robert S. Jaffe, Member
Alliance Standard II Corp.
By: s/ Keith R. Bish
----------------------------------------------
Keith R. Bish, Director
5
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit numbered
number Exhibit pages
<S> <C> <C>
(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.
(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.
</TABLE>
6
SUPPLEMENT DATED FEBRUARY 4, 1998,
TO THE OFFER TO PURCHASE FOR CASH
UP TO $30,000,000 PRINCIPAL AMOUNT OF OUTSTANDING
8.40% SUBORDINATED NOTES DUE 1993
OF
AMERICAN CAPITAL CORPORATION
AT A PRICE OF
$100 NET PER $1,000 PRINCIPAL AMOUNT OF NOTES,
UP TO 1,100,000 OUTSTANDING SHARES OF
$3.75 SERIES A PREFERRED STOCK
OF
AMERICAN CAPITAL CORPORATION
AT A PRICE OF
$0.50 NET PER PREFERRED SHARE,
AND
UP TO 1,950,000 OUTSTANDING SHARES OF COMMON STOCK
OF
TRANSCAPITAL FINANCIAL CORPORATION
AT A PRICE OF
$1.00 NET PER COMMON SHARE,
BY
ALLIANCE STANDARD II L.L.C. AND ALLIANCE STANDARD II CORP.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 13, 1998,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
CERTAIN CONDITIONS TO THE OFFER RELATING TO THE ACC PREFERRED SHARES (AS
HEREINAFTER DEFINED) HAVE NOT BEEN SATISFIED AS OF THE DATE HEREOF, AND ARE NOT
CAPABLE OF BEING SATISFIED ON OR PRIOR TO THE EXPIRATION DATE. ACCORDINGLY, THE
OFFER IS HEREBY WITHDRAWN WITH RESPECT TO THE ACC PREFERRED SHARES. SEE SECTIONS
8 AND 13 OF THE OFFER TO PURCHASE AS SUPPLEMENTED AND AMENDED HEREBY. THE TERMS
OF THE OFFER RELATING TO THE NOTES AND THE TFC COMMON STOCK (AS EACH SUCH TERM
IS HEREINAFTER DEFINED) HAVE NOT BEEN MODIFIED EXCEPT AS SPECIFICALLY SET FORTH
BELOW.
This supplement (the "Supplement") amends and supplements the Offer to
Purchase dated January 12, 1997 (the "Original Offer to Purchase," and, as
supplemented and amended hereby, the "Offer to Purchase"), of Alliance Standard
II, L.L.C. ("Purchaser
1
<PAGE>
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. ("Investments Corp." and collectively with Investments LLC,
the "Funds"), a British Virgin Islands corporation. Capitalized terms used but
not otherwise defined herein have the meanings established in the Original Offer
to Purchase. Pursuant to the Offer to Purchase, the Purchasers are offering to
purchase
(i) up to $30,000,000 principal amount of outstanding 8.40% Subordinated
Notes due 1993 of American Capital Corporation, at a price of $100
per $1,000 principal amount of Notes (including any accrued interest
thereon), and
(ii) up to 1,950,000 outstanding shares of TransCapital Financial
Corporation's Common Stock, par value $1.00 per share, at a price of
$1.00 per TFC Common Share,
net to the seller in cash, without interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer").
The Original Offer to Purchase is hereby amended and supplemented as
follows:
COVER PAGE OF THE ORIGINAL OFFER TO PURCHASE. The following paragraph is added
to page 2 of the cover page of the Original Offer to Purchase:
"The Purchasers will pay the soliciting dealer's fees described in
"Introduction" and Section 15 only if the person tendering Notes or TFC
Common Shares designates a dealer as the soliciting dealer in the
applicable Letter of Transmittal. See "Introduction," Section 15 and the
Letters of Transmittal."
INTRODUCTION. The following language is hereby inserted in place of the first
sentence of the first full paragraph on page 2 of the Original Offer to
Purchase:
"The Purchasers will pay soliciting dealer's fees of $2.00 per $1,000
principal amount of Notes and $0.10 per TFC Common Share to brokers,
dealers and other persons for soliciting tenders of Notes and Shares from
their clients pursuant to the Offer, provided, however, that no such fees
will be paid with respect to Notes or Shares beneficially owned by such
brokers, dealers or other persons. No such fees will be paid to a
soliciting broker, dealer or other person in respect of Notes or Shares
registered in the name of such broker, dealer or other person unless such
Notes or Shares are held by such broker, dealer or other person as nominee
2
<PAGE>
and such Notes or Shares are being tendered for the benefit of beneficial
owners identified in the applicable Letter of Transmittal."
4. ACCEPTANCE FOR PAYMENT AND PAYMENT. The following language is hereby inserted
in place of the last sentence of the first full paragraph on page 13 of the
Original Offer to Purchase:
"Holders tendering Definitive Notes or Share Certificates must identify,
on the applicable Letter of Transmittal, an account at a brokerage house
that is, or clears its customers' securities trades through, a Depository
Trust Company participant, to which book-entry Notes or Shares can be
credited if a portion of the Notes or Shares represented by a tendered
Definitive Note or Share Certificate has been tendered and a portion has
not been tendered, or if a portion has been accepted for payment and a
portion has not been accepted for payment. Such holders must also have
their signatures on the applicable Letter of Transmittal guaranteed. See
the Letters of Transmittal provided herewith."
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following sentence is added as
the third sentence of the first full paragraph on page 14 of the Original Offer
to Purchase:
"Holders of Notes and Shares who previously claimed a deduction with
respect to their Notes or Shares on the basis that they were worthless
securities will generally have a zero basis with respect to their Notes or
Shares and thus will recognize gain in an amount equal to the cash
received by them pursuant to the Offer. "
8. CERTAIN INFORMATION CONCERNING THE COMPANIES. The following three paragraphs
are hereby inserted before the first full paragraph of on page 25 of the
Original Offer to Purchase:
"Representatives of the Purchasers and their advisors have had
telephone discussions with representatives of the Companies and their
legal counsel. In these discussions, the representatives of the Purchasers
and their advisors informed the representatives of the Companies and their
counsel that the Purchasers have commenced this Offer and summarized the
terms thereof. The representatives of the Purchasers noted the condition
set forth in paragraph h of Section 13 of the Offer to Purchase, and
requested that the boards of directors of the Companies provide the
approvals described therein. As of February 4, 1998, the Purchasers had
not been informed whether such approvals will be granted. The
representatives of the Purchasers also requested access to the lists of
holders of the Notes and Shares of the Companies, and noted the request by
the Purchasers for the lists of holders of the Shares made pursuant to
Rule 14d-5 under the Exchange Act. The Companies have provided the list of
holders of TFC Common Stock for the Purchasers' use in mailing the Offer
to Purchase, and have
3
<PAGE>
indicated that they are still considering whether to provide the list of
holders of the Notes. The representatives of the Companies asked the
Purchasers to consider providing financial support for the prosecution of
the Action. The Purchasers have informed the representatives of the
Companies that the Purchasers intend to defer making any decision with
respect to providing financial support for the Action until the conclusion
of the Offer, and will not enter into any other agreement or understanding
with the Companies at this time.
"The Purchasers, the Companies, and their respective representatives
and advisors (including legal counsel for the Purchasers) discussed the
Action, but the representatives of the Companies did not provide any
information that is not already part of the public record.
"After the commencement of the Offer, representatives of the
Purchasers and their counsel were advised by representatives of the
Companies and by a holder of Notes that in March 1997 the trustee under
the indenture governing the Notes commenced an action (the "Noteholder
Litigation") against ACC with respect to the Notes. The Noteholder
Litigation seeks damages in excess of $133,000,000 in respect of the
failure of ACC to pay principal of and interest on the Notes through March
5, 1997. The docket in the Noteholder Litigation indicates that the
plaintiffs have moved for summary judgment, which motion appears to be
pending, and also that the matter has been set down for trial.
Representatives of both ACC and such holder of Notes have confirmed to
representatives of the Purchasers that the parties have conducted
negotiations that have failed to lead to a completed agreement."
9. CERTAIN INFORMATION CONCERNING THE PURCHASERS AND THE FUNDS. The fourth
sentence in the first paragraph of Section 9, on page 25 of the Original Offer
to Purchase, is replaced by the following:
"The business of Investments LLC and Investments Corp. is to hold the
equity interests in the Purchasers and other similar entities."
The first full paragraph on page 26 of the Original Offer to Purchase is
replaced by the following:
"The Purchasers have now been fully capitalized and hold cash and
cash equivalents in an aggregate amount equal to approximately $6,500,000,
which is sufficient to cover the cost and expenses of the Offer. The
Purchasers have agreed to allocate between themselves the Notes and Shares
purchased hereunder at the time of acceptance for payment of the Notes and
Shares. Balance sheets of Purchaser LLC and Purchaser Corp. are attached
hereto as Annex D and Annex E, respectively."
4
<PAGE>
13. CERTAIN CONDITIONS OF THE OFFER. The phrase "prior to the Expiration Date"
is hereby inserted at the end of the lead-in paragraph which appears on Page 30
of the Original Offer to Purchase prior to the list of conditions to the Offer.
All references in Section 13 of the Original Offer to Purchase to the
"sole discretion" and the "sole judgment" of the Purchasers are hereby changed
to the "reasonable discretion" and the "reasonable judgment," respectively, of
the Purchasers.
Section 13 of the Original Offer to Purchase, as amended hereby, provides
in pertinent part that:
"[T]hePurchasers shall not be required to accept for payment or . . . pay
for, . . . or may terminate or amend the Offer as to any Notes or Shares
not then paid for, if any of the following events shall have occurred or
be deemed by Purchasers to have occurred prior to the Expiration Date:
a. there shall be threatened, instituted or pending any action
. . . by any . . . person . . . before any court . . ., (i) . . .,
(B) seeking to obtain material damages . . ., (v) seeking any
material diminution in the benefits expected to be derived by
Purchasers, the Funds or any other affiliate of the Funds as a
result of the Offer, or (vi) . . . which . . ., in the reasonable
judgment of Purchasers, might materially adversely affect . . . the
value of the Notes or Shares;
b. there shall be any action taken, or any . . . judgment [or]
order . . . proposed . . ., that, in the reasonable judgment of the
Purchasers, might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (vi) of paragraph
(a) above;
c. the Purchasers shall have learned of any change that has,
since September 30, 1995 [i.e., the last day of the quarter that is
the subject of the Companies' most recent Exchange Act reports],
occurred or been threatened (or any condition, event or development
shall have occurred or been threatened involving a prospective
change) in the business, properties, assets, liabilities,
capitalization, stockholders' equity, ownership or prospective
ownership of debt or equity securities of either Company (including,
without limitation, disposition by ACC of TFC Common Shares),
condition (financial or otherwise), operations, licenses or
franchises, results of operations or prospects of either Company
that, in the reasonable judgment of the Purchasers, is or may be
materially adverse to either Company, or the Purchasers shall have
become aware of any facts that, in the reasonable judgment of the
Purchasers, have or may have material adverse significance with
respect to either the value of either Company or Transohio or the
value of the Notes or Shares to the Purchasers."
5
<PAGE>
As set forth in Section 8 of the Offer to Purchase as amended hereby,
after the commencement of the Offer, representatives of the Purchasers and their
counsel were advised of the Noteholder Litigation by representatives of the
Companies and by a holder of Notes. The Noteholder Litigation seeks damages in
excess of $133,000,000 in respect of the failure of ACC to pay principal of and
interest on the Notes through March 5, 1997. The docket in the Noteholder
Litigation indicates that the plaintiffs have moved for summary judgment, which
motion appears to be pending, and also that the matter has been set down for
trial. Accordingly, it is not possible for the Noteholder Litigation to be
resolved finally, other than by settlement, prior to the Expiration Date.
However, representatives of both ACC and such holder of Notes have confirmed to
representatives of the Purchasers that the parties have conducted negotiations
that have failed to lead to a completed agreement. See Section 8.
Based upon the foregoing, the Purchasers have determined that conditions
a, b and c in Section 13 of the Offer to Purchase cannot be satisfied prior to
the Expiration Date. Therefore, the Purchasers hereby withdraw the Offer with
respect to the ACC Preferred Shares. The terms of the Offer relating to the
Notes and the TFC Common have not been modified except as specifically set forth
herein. The Purchasers will not, in relation to the Offer relating to the Notes
and the TFC Common Stock, invoke conditions a, b and c in Section 13 of the
Offer to Purchase based on the pendency of the Noteholder Litigation, unless
facts come to the attention of the Purchasers regarding the Noteholder
Litigation that are not known to the Purchasers as of February 4, 1998.
15. FEES AND EXPENSES. The following language is hereby inserted in place of the
first sentence of the second full paragraph on page 37 of the Original Offer to
Purchase:
"The Purchasers will pay soliciting dealer's fees of $2.00 per $1,000
principal amount of Notes and $0.10 per TFC Common Share to brokers,
dealers and other persons for soliciting tenders of Notes and Shares from
their clients pursuant to the Offer, provided, however, that no such fees
will be paid with respect to Notes or Shares beneficially owned by such
brokers, dealers or other persons. No such fees will be paid to a
soliciting broker, dealer or other person in respect of Notes or Shares
registered in the name of such broker, dealer or other person unless such
Notes or Shares are held by such broker, dealer or other person as nominee
and such Notes or Shares are being tendered for the benefit of beneficial
owners identified in the applicable Letter of Transmittal."
Annex D and Annex E attached hereto are a part of this Supplement and are
hereby made a part of the Offer to Purchase.
The date of this Supplement is February 4, 1998.
6
<PAGE>
ANNEX D
Alliance Standard II L.L.C.
Balance Sheet
4-Feb-98
Assets:
- ------
Cash $3,810,737
----------
Total Assets $3,810,737
==========
Liabilities and Member's Equity:
- -------------------------------
Total Liabilities -
Member's Equity $3,810,737
----------
Total Liabilities and Member's Equity $3,810,737
==========
<PAGE>
ANNEX E
Alliance Standard II Corp.
Balance Sheet
4-Feb-98
Assets:
- ------
Cash $2,689,263
----------
Total Assets $2,689,263
==========
Liabilities and Member's Equity:
Total Liabilities -
Member's Equity $2,689,263
==========
Total Liabilities and Member's Equity $2,689,263
==========
<PAGE>
Manually signed facsimile copies of the Letters of Transmittal will be
accepted. The Letters of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each holder or such holder's
broker, dealer, commercial bank, trust company or other nominee to the
Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
IBJ Schroder Bank & Trust Company
By Mail: By Hand/Overnight Delivery:
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attention: Securities Processing
Attention: Reorganization Department Window, SC-1
Fax: (212) 858-2611
Confirm Fax by Telephone:
(212) 858-2103
Questions and requests for assistance should be directed to the
Information Agent at its respective address or telephone numbers set forth
below. Additional copies of this Supplement, the Offer to Purchase, the Letters
of Transmittal and all other tender offer materials may be obtained from the
Information Agent as set forth below, and will be furnished promptly at the
Purchasers' expense. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
MacKenzie
Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212)929-5500 (Call Collect)
or
Call Toll-Free (800)322-2885
LETTER OF TRANSMITTAL
To Tender Outstanding Shares of Common Stock
of
TransCapital Financial Corporation
Pursuant to the Offer to Purchase
Up to 1,950,000 of Such Common Shares
and Up to $30,000,000 Principal Amount of
8.40% Notes due 1993 of American Capital Corporation
Dated January 12, 1998
by
Alliance Standard II L.L.C. and Alliance Standard II Corp.
THIS LETTER OF TRANSMITTAL MAY BE USED ONLY TO TENDER THE
ABOVE-REFERENCED SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 13, 1998,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<S> <C>
Deliveries By Mail: Deliveries By Hand/Overnight Courier
P.O. Box 84, Bowling Green Station One State Street
New York, New York 10274-0084 New York, New York 10004
Attention: Reorganization Dep't Attention: Securities Processing
Window, SC-1
Fax: (212) 858-2611
</TABLE>
Confirm Fax by Telephone: (212) 858-2103
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY, UNLESS WAIVED BY THE PURCHASERS. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
1
<PAGE>
Holders who tender Shares Certificates (i.e., Shares in physical form, rather
than book-entry form) must provide (i) a signature guarantee (see Instructions 1
and 5) and (ii) the name of a broker, the name and address of such broker's firm
and the holder's account number with such firm, in the box captioned "SPECIAL
PAYMENT INSTRUCTIONS FOR TFC COMMON SHARES" for the purpose of receiving TFC
Common Shares not tendered or not accepted for payment. Any such holder who does
not have a brokerage account should contact the Information Agent at the
telephone numbers set forth on the back cover of this Letter of Transmittal, to
obtain a list of brokerage houses with offices in such holder's region.
THIS BUFF-COLORED LETTER OF TRANSMITTAL IS TO BE USED ONLY IN
CONNECTION WITH THE TENDER OF COMMON SHARES ISSUED BY TRANSCAPITAL
FINANCIAL CORPORATION.
8.40% SENIOR SUBORDINATED NOTES OF AMERICAN CAPITAL CORPORATION MUST BE
TENDERED ON A SEPARATE PEACH- COLORED LETTER OF TRANSMITTAL.
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
<S> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE NUMBERS (S) AND
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEARS AMOUNT OF SHARES TENDERED
ON SHARE CERTIFICATE(S)) (ATTACH LIST IF ADDITIONAL SPACE IS NEEDED)
SHARE CERTIFICATE AMOUNT OF
NUMBER(S)* SHARES**
TOTAL SHARES:
</TABLE>
* Need not be completed by holders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Share
Certificates delivered to the Depositary are being tendered hereby. See
Instruction 4.
- --------------------------------------------------------------------------------
2
<PAGE>
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders if Share
Certificates (as defined below) are to be forwarded herewith or if delivery of
Shares is to be made by book-entry transfer to the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
book-entry transfer procedure described in Section 2 of the Offer to Purchase
(as defined below). Delivery of documents to the Book-Entry Transfer Facility
does not constitute delivery to the Depositary.
Holders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase) or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis and who wish to tender their Shares must
do so pursuant to the guaranteed delivery procedure described in Section 2 of
the Offer to Purchase. See Instruction 2.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number______________ Transaction Code Number______
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF
GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):________________________________________
Window Ticket No. (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________
Name of Institution which Guaranteed Delivery:__________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL
CAREFULLY.
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Alliance Standard II L.L.C. and
Alliance Standard II Corp. (collectively, the "Purchasers"), or either of them,
the above described number of shares of Common Stock, par value $1.00 per share
(the "TFC Common Shares" or the "Shares," which term includes Shares evidenced
in documentary form ("Share Certificates") and Shares in book-entry form) of
TransCapital Financial Corporation, a Delaware corporation (the "Company " or
"TFC"), pursuant to the Purchasers' offer to purchase up to 1,950,000 TFC Shares
and certain notes of American Capital Corporation, a Florida corporation, at
$1.00 per Share, net to the seller in cash, without interest thereon (the "Offer
Price"), upon the terms and subject to the conditions set forth in the Offer to
Purchase for Cash, dated January 12, 1998 (as supplemented or amended from time
to time, the "Offer to Purchase"), receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, together with the Offer to Purchase and
the other Letters of Transmittal referred to therein, all as amended from time
to time, constitute the "Offer"). The undersigned understands that the
Purchasers reserve the right to allocate between themselves and to transfer or
assign, in whole or from time to time in part, to one or more of their
respective affiliates, the right to purchase all or any portion of the Shares
tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer to Purchase
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, Purchasers all right, title and interest in
and to all the Shares that are being tendered hereby and all dividends,
distributions (including, without limitation, distributions of additional Shares
or rights therein) and rights declared, paid or distributed in respect of such
Shares, warrants, rights or other securities after December 31, 1997
(collectively, "Distributions"), and irrevocably appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares and all Distributions, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver Share Certificates and all Distributions, or transfer ownership
of Shares and all Distributions on the account books maintained by the
Book-Entry Transfer Facility, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Purchasers, (ii)
present such Shares and all Distributions for transfer on the books of the
Company and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares and all Distributions, all in accordance
with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Robert S. Jaffe and Michael L. Lewittes as proxies of the undersigned,
each with full power of substitution, to the full extent of the undersigned's
rights with respect to the Shares and Distributions (including any and all
securities into which or for which the Shares may now or at any time hereafter
be convertible or exchangeable) tendered by the undersigned and accepted for
payment by the Purchasers. All such proxies shall be considered coupled with an
interest in the tendered Shares. This appointment will be effective if, when,
and only to the extent that the Purchasers accept such Shares for payment
pursuant to the Offer. Upon such acceptance for payment, all prior proxies given
by the undersigned with respect to such Shares (and such other Shares and
Distributions) will, without further action, be revoked, and no subsequent
proxies may be given nor any subsequent written consent executed by the
undersigned (and, if given or executed, will not be deemed to be effective) with
respect thereto. The designees of the Purchasers named above will, with respect
to the Shares and other securities for which the appointment is effective, be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at any annual or special meeting of the
holders of the Shares (and any other securities included in the Distributions)
or any adjournment or postponement thereof, by written
4
<PAGE>
consent in lieu of any such meeting or otherwise, and the Purchasers reserve the
right to require that, in order for Shares or other securities to be deemed
validly tendered, immediately upon the Purchasers' acceptance for payment of
such Shares, the Purchasers must be able to exercise full voting rights with
respect to such Shares.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, and that when such Shares are accepted
for payment by Purchasers, Purchasers or one of them will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances, and that none of
such Shares or Distributions will be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depositary or Purchasers to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of Purchasers all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
Purchasers shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price, the amount or value of such
Distribution as determined by Purchasers in their absolute discretion.
No authority herein conferred or agreed to be conferred shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. Purchasers' acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and Purchasers upon
the terms and subject to the conditions of the Offer, including, without
limitation, the undersigned's representation and warranty that the undersigned
owns the Shares being tendered.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates evidencing Shares not purchased or
not tendered, to the brokerage account specified in the box captioned "SPECIAL
DELIVERY INSTRUCTIONS FOR SHARES," in the name(s) of the registered holder(s)
appearing above under "Description of Shares Tendered," or in the name indicated
in such box. The undersigned understands and agrees that if a portion of the
Share Certificates represented by tendered Share Certificates have been accepted
for payment and a portion have not been accepted for payment, and the Company or
its transfer agent cannot reissue Share Certificates representing any such
Shares, the Purchasers will deliver the portion of Shares that were not tendered
or not accepted for payment by book entry transfer to such brokerage account.
The Purchasers believe that the transfer agent has not issued Share Certificates
since 1992, and that the transfer agent will not do so in connection with this
Offer.
Similarly, unless otherwise indicated in the box entitled "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased to the address(es) of the registered holder(s) appearing above
under "Description of Shares Tendered." If the box entitled "Special Payment
Instructions" is completed, please issue the check for the purchase price of all
5
<PAGE>
Shares purchased to the brokerage account so indicated. If the undersigned has
tendered Share Certificates in physical form, the Purchasers are authorized to
(i) retain all Share Certificates delivered and (ii) credit to the brokerage
account identified in "Special Delivery Instructions" in book entry form the
principal amount of Shares not tendered or not accepted for payment. The
undersigned recognizes that Purchasers have no obligation, pursuant to the
Special Payment Instructions, to transfer any Shares from the name of the
registered holder(s) thereof if Purchasers do not purchase any of the Shares
tendered hereby.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
FOR SHARES FOR SHARES
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5 and 7)
To be completed ONLY if the check for the To be completed ONLY if the check for
the purchase price of Shares purchased is to be issued purchase price of Shares
purchased is to be in the name of a person other than the registered delivered
to an address other than the address of holder of the Shares identified in
"Description of the registered holder indicated in "Description of Shares
Tendered. Shares Tendered.
<TABLE>
<S> <C>
Issue check to: Deliver check to:
Please Print: Please Print:
Name:_________________________________ Name:__________________________
Address:______________________________ Address:________________________
______________________________________ ________________________________
______________________________________ ________________________________
(Zip Code) (Zip Code)
Taxpayer ID or Soc. Sec. No.: Taxpayer ID or Soc. Sec. No.:
(See Substitute Form W-9 included herein.) (See Substitute Form W-9 included herein.)
</TABLE>
6
<PAGE>
TO BE COMPLETED IF TENDERING SHARES IN THE FORM OF SHARE CERTIFICATES
Deliver the purchase price for Shares tendered, and issue credits in book-entry
form for Shares not tendered or not accepted for payment to:
Please Print:
Name:___________________________________________________________________________
Address:________________________________________________________________________
__________________________________________________________________________ (Zip)
Name of Broker:_________________________________________________________________
Name of Firm:___________________________________________________________________
Address of Firm:________________________________________________________________
__________________________________________________________________________ (Zip)
Account No._____________________________________________________________________
Taxpayer ID No. or Soc. Sec. No. (if different than above_______________________
(See Substitute Form W-9 below)
IMPORTANT: HOLDERS MUST SIGN HERE
(Also Please Complete Substitute Form W-9 Included Herein)
GUARANTEE OF SIGNATURE(S) MUST BE PROVIDED BY REGISTERED HOLDERS OF
ALL SHARE CERTIFICATES SUBMITTED WITH THIS LETTER OF TRANSMITTAL.
Date:_____________________ _________________________
Signature*
Date:_____________________ _________________________
Signature*
*Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificates or on a security position listing or by a person or persons
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
(See Instruction 5):
7
<PAGE>
<TABLE>
<S> <C>
Please Print: Please Print:
Name:_________________________________ Name:__________________________
Address:______________________________ Address:________________________
______________________________________ ________________________________
______________________________________ ________________________________
(Zip Code) (Zip Code)
Taxpayer ID or Soc. Sec. No.: Taxpayer ID or Soc. Sec. No.:
(See Substitute Form W-9 included herein.) (See Substitute Form W-9 included herein.)
</TABLE>
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
[ ] Check if your tender of Shares are solicited by broker. Enter name
and address of broker below.
Name of Broker:_________________________________________________________________
Name of Firm ___________________________________________________________________
Address of Firm_________________________________________________________________
8
<PAGE>
INSTRUCTIONS (cont'd)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of
Transmittal must be guaranteed by a firm which is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., or by a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(an "Eligible Institution"), unless (i) this Letter of Transmittal is signed by
the registered holder(s) of the Shares (which term, for purposes of this
document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares)
tendered hereby and such holder(s) has (have) completed neither the box entitled
"Special Payment Instructions" nor the box entitled "Special Delivery
Instructions" on the reverse hereof or (ii) such Shares are tendered for the
account of an Eligible Institution. GUARANTEE OF SIGNATURE(S) MUST BE PROVIDED
WITH RESPECT TO REGISTERED HOLDERS OF ALL SHARE CERTIFICATES SUBMITTED WITH THIS
LETTER OF TRANSMITTAL. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This
Letter of Transmittal is to be used either if Share Certificates are to be
forwarded herewith or if Shares are to be delivered by book-entry transfer
pursuant to the procedure set forth in Section 2 of the Offer to Purchase. Share
Certificates evidencing all physically tendered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility of all Shares delivered by book-entry transfer, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by this Letter of Transmittal, or an Agent's Message in
the case of book-entry transfers, must be received by the Depositary at one of
its addresses set forth on the reverse hereof prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase). If Share Certificates are
forwarded to the Depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each such delivery. Holders
whose Share Certificates are not immediately available, who cannot deliver their
Share Certificates and all other required documents to the Depositary prior to
the Expiration Date or who cannot complete the procedure for delivery by
book-entry transfer on a timely basis may tender their Shares pursuant to the
guaranteed delivery procedure described in Section 2 of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by Purchasers,
must be received by the Depositary prior to the Expiration Date; and (iii) the
Share Certificates evidencing all physically delivered Shares in proper form for
transfer by delivery, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares delivered
by book-entry transfer, in each case together with a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, or an Agent's Message in the case of book-entry transfers, must be
received by the Depositary within three trading days after the date of execution
of such Notice of Guaranteed Delivery, all as described in Section 2 of the
Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL
9
<PAGE>
INSTRUCTIONS (cont'd)
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted.
By execution of this Letter of Transmittal (or a facsimile hereof), all
tendering holders waive any right to receive any notice of the acceptance of
their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description
of Shares Tendered" is inadequate, the Share Certificate numbers, the amount of
Shares evidenced by such Share Certificates and the amount of Shares tendered
should be listed on a separate schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares evidenced by any Share
Certificates delivered to the Depositary herewith are to be tendered hereby,
fill in the amount of Shares which are to be tendered in the box entitled
"Amount of Shares Tendered." In such cases, and in cases where the Purchasers
are required to prorate the Shares accepted for payment because more Shares have
been tendered than the Purchasers accept for payment pursuant to Section 4 of
the Offer to Purchase as amended, Shares not accepted for payment or not
tendered will be delivered by book entry transfer to the brokerage account
specified in the box caption "SPECIAL DELIVERY INSTRUCTIONS FOR SHARES" in the
name(s) of the registered holder(s) appearing above under "Description of Shares
Tendered," as soon as practicable after the expiration or termination of the
Offer. All Shares evidenced by Share Certificates delivered to the Depositary
will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the Share Certificates evidencing such
Shares without alteration, enlargement or any other change whatsoever. If any
Share tendered hereby is owned of record by two or more persons, all such
persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the
names of different holders, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
such Shares.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). SIGNATURES ON SUCH
SHARE CERTIFICATE(S) AND STOCK POWERS MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION.
If this Letter of Transmittal or any Share Certificate or
stock power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchasers of such person's authority so to act
must be submitted.
10
<PAGE>
INSTRUCTIONS (cont'd)
If this Letter of Transmittal is accompanied by Share
Certificates, the Share Certificates and stock powers accompanying such Share
Certificates must be signed by the registered holders, AND SUCH SIGNATURES MUST
BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
6. SECURITIES TRANSFER TAXES. Except as otherwise provided in this
Instruction 6, the Purchasers will pay all securities transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price of any Shares purchased is
to be made to, or Shares not tendered or not purchased are to be delivered by
book-entry transfer in the name of, a person other than the registered
holder(s), the amount of any securities transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) payable on account of the
transfer to such other person will be deducted from the purchase price of such
Shares purchased, unless evidence satisfactory to Purchasers of the payment of
such taxes, or exemption therefrom, is submitted. Except as provided in this
Instruction 6, it will not be necessary for transfer tax stamps to be affixed to
the Share Certificates evidencing the Shares tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the
purchase price of any Shares tendered hereby is to be issued, or delivery of
Shares not tendered or not purchased are to be made by book-entry transfer, in
the name of a person other than the person(s) signing this Letter of Transmittal
or if such check or any such book-entry transfer to be sent to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal but at an address other than that shown in
the box entitled "Description of Shares Tendered" on the reverse hereof, the
appropriate boxes on the reverse of this Letter of Transmittal must be
completed.
8. WAIVER OF CONDITIONS. The conditions to the Offer may be waived by
the Purchasers in whole or in part at any time and from time to time in their
absolute discretion.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Information Agent
at its address or telephone number set forth below. Additional copies of the
Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent or from brokers, dealers,
commercial banks or trust companies. In addition, tendering holders who tender
Share Certificates must provide the name of a broker, the name and address of
such broker's firm and the holder's account number with such firm in the box
captioned "SPECIAL PAYMENT INSTRUCTIONS FOR SHARES" for the purpose of receiving
credits in book-entry form for Shares not tendered or not accepted for payment.
Any holder who does not have a brokerage account should contact the Information
Agent, to obtain a list of brokerage houses with offices in such holder's
region.
10. SUBSTITUTE FORM W-9. Each tendering holder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such holder is not subject to backup withholding of federal income tax. If a
tendering holder has been notified by the Internal Revenue Service that such
holder is subject to backup withholding, such holder must cross out item (2) of
the Certification box of the Substitute Form W-9, unless such holder has since
been notified by the Internal Revenue Service that such holder is no longer
subject to backup withholding. Failure to provide the information on
11
<PAGE>
INSTRUCTIONS (cont'd)
the Substitute Form W-9 may subject the tendering holder to 31% federal income
tax withholding on the payment of the purchase price of all Shares purchased
from such holder. If the tendering holder has not been issued a TIN and has
applied for one or intends to apply for one in the near future, such holder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For"
is written in Part I and the Depositary is not provided with a TIN within 60
days, the Depositary will withhold 31% on all payments of the purchase price to
such holder until a TIN is provided to the Depositary.
11. LOST SHARE CERTIFICATES. In the event that the Share Certificates
which a registered holder wants to surrender have been lost or destroyed, such
tendering holder should indicate such by writing the word "Lost" under the
column labeled "Share Certificate Number(s)" in the box labeled "Description of
Shares Tendered". By indicating that such Share Certificates are lost, the
tendering holder shall be deemed to have made the following representations and
warranties to, and agreements with, the Purchasers: (i) the undersigned is the
record owner of the Shares being tendered pursuant to this Letter of
Transmittal, (ii) the undersigned has lost the Share Certificates representing
the Shares being tendered pursuant to this Letter of Transmittal, (iii) the
undersigned has the power and authority to surrender the Shares being tendered
pursuant to this Letter of Transmittal and the Purchasers will acquire good and
valid title thereto, free and clear of any liens, claims and encumbrances, (iv)
the undersigned, upon request, will execute and deliver any additional documents
deemed by the Purchasers to be necessary or desirable in connection with the
surrender of the Shares being tendered pursuant to this Letter of Transmittal,
and (v) the undersigned agrees to indemnify the Purchasers and their affiliates
from any losses and damages which they may incur arising out of the breach of
any of the foregoing representations and agreements.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS
DEFINED IN THE OFFER TO PURCHASE).
12
<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such holder's correct TIN on Substitute Form W-9 below. If such holder is
an individual, the TIN is such holder's social security number. If the
Depositary is not provided with the correct TIN, the holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such holder with respect to Shares purchased pursuant to the Offer
may be subject to backup withholding of 31%.
Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a Form W-8, Certificate of Foreign
Status, signed under penalties of perjury, attesting to such individual's exempt
status. Forms of such statements can be obtained from the Depositary. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the holder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
Purpose of Substitute Form W-9: To prevent backup withholding on
payments that are made to a holder with respect to Shares purchased pursuant to
the Offer, the holder is required to notify the Depositary of such holder's
correct TIN by completing the form below certifying (a) that the TIN provided on
Substitute Form W-9 is correct (or that such holder is awaiting a TIN), and (b)
that (i) such holder has not been notified by the Internal Revenue Service that
such holder is subject to backup withholding as a result of a failure to report
all interest or dividends or (ii) the Internal Revenue Service has notified such
holder that such holder is no longer subject to backup withholding.
What Number to Give the Depositary: The holder is required to give
the Depositary the social security number or employer identification number of
the record holder of the Shares tendered hereby. If the Shares are in more than
one name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidance on which number to report. If the tendering
holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, the holder should write "Applied For" in
the space provided for the TIN in Part 1, and sign and date the Substitute Form
W-9. If "Applied For" is written in Part I and the Depositary is not provided
with a TIN within 60 days, the Depositary will withhold 31% of all payments of
the purchase price to such holder until a TIN is provided to the Depositary.
13
<PAGE>
ALL TENDERING HOLDERS MUST COMPLETE THE FOLLOWING:
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
(See Instruction 10)
<TABLE>
<S> <C> <C>
SUBSTITUTE PART I--Taxpayer Identification Number-- Social Security Number
Form W-9 Enter taxpayer identification number in the
box at right. (For most individuals, this is
For all accounts your social security number. If you do not
have a number, see Obtaining a Number in OR
the enclosed Guidelines.) Certify by signing
and dating below. Note: If the account is in Employer I.D. Number
more than one name, see the chart in the
enclosed Guidelines to determine which
number to give the payer.
DEPARTMENT OF PART II--For Payees Exempt From Backup Withholding, see the
enclosed THE TREASURY Guidelines and complete as instructed therein.
INTERNAL REVENUE
SERVICE CERTIFICATION--Under penalties of perjury, I certify that:
PAYER'S REQUEST (1) The number shown on this form is my correct Taxpayer Identification
FOR TAXPAYER Number, or I am waiting for a number to be issued to me, and
IDENTIFICATION
NUMBER (2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject
to backup withholding as a result of failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
</TABLE>
CERTIFICATE INSTRUCTIONS--You must cross out item
(2)above if you have been notified by the IRS that you
are subject to backup withholding because of under
reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you
were subject to backup withholding you received another
notification from the IRS that you are no longer
subject to backup withholding, do not cross out item
(2). (Also see instructions in the enclosed
Guidelines.)
SIGNATURE:
______________________________________________
DATE:_________________, 19_____
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
(800) 322-2885
(Toll Free)
(212) 929-5500
(Call Collect)
- --------------------------------------------------------------------------------
<PAGE>
IBJ Schroder Bank & Trust Company
New York, New York 10004
Notice to Brokers, et al. Regarding the Offer to Purchase for Cash:
Up to $30,000,000 Principal Amount of Outstanding
8.40% Subordinated Notes Due 1993
of
American Capital Corporation
At a Price of $100 Flat per $1000 Principal Amount,
And
Up to 1,950,000 Outstanding Shares of Common Stock
of
TransCapital Financial Corporation
At a Price of $1.00 Net per Share
By
Alliance Standard II L.L.C. and Alliance Standard II Corp.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 13, 1998,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees:
We have been appointed to act as Depositary in connection with the
offer by Alliance Standard II L.L.C. and Alliance Standard II Corp.
(collectively, the "Purchasers"), to purchase the notes issued by American
Capital Corporation, a Florida corporation ("ACC") and common stock of
TransCapital Financial Corporation, a Delaware corporation ("TFC," and,
collectively with ACC, the "Companies"), in the amounts and at the prices set
forth above, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase for Cash, dated January 12, 1998,
as supplemented as of February 4, 1998 (the "Offer to Purchase"), and in the
related Letters of Transmittal (which collectively constitute the "Offer").
The Purchasers have withdrawn their offer to purchase up to 1,100,000
outstanding shares of $3.75 Series A Preferred Stock of ACC.
We enclose copies of the following documents:
1. The Offer to Purchase dated January 12, 1998, and the
supplement thereto dated February 4, 1998;
2. Two color-coded forms of revised Letter of Transmittal to be
used by holders of the ACC Notes and TFC Common Shares in accepting the Offer,
as follows:
1
<PAGE>
Peach -- The Notes issued by ACC.
Buff -- The Common Shares issued by TFC.
3. A printed form of letter which you may send to your clients
for whose accounts you hold ACC Notes or TFC Common Shares in your name or in
the name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
4. Two color-coded forms of Notice of Guaranteed Delivery to be
used to accept the Offer if certificates evidencing the ACC Notes and TFC Common
Shares and all other required documents cannot be delivered to the Depositary by
the Expiration Date (as defined in the Offer to Purchase), as follows:
Gray -- The Notes issued by ACC.
Cream -- The Common Shares issued by TFC.
5. Guidelines of the Internal Revenue Service for certification
of Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
Your prompt action is requested. We urge you to contact your clients
as promptly as possible. The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Friday, February 13, 1998, unless extended.
The Offer is conditioned upon, among other things, the absence
(immediately prior to the Expiration Date) of any pending or threatened legal
actions or proceedings that would, in the absolute judgment of the Purchasers,
prohibit the Offer or have a material adverse effect on the assets, business or
prospects of the Companies or the outcome of the Action (as defined in the
Offer).
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any signature guarantees or other required
documents should be sent to the Depositary, and certificates representing the
tendered Notes or Common Shares, as applicable, should be delivered to the
Depositary, all in accordance with the instructions set forth in the Letters of
Transmittal and the Offer to Purchase. Signature guarantees re required for all
signatures on tenders of Notes or Common Shares in physical form.
If holders of Notes or Common Shares wish to tender, but it is
impracticable for them to forward their certificates prior to the Expiration
Date or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures specified
in "Section 2, Procedures for Tendering Notes and Shares" in the Offer to
Purchase.
The Purchasers will pay soliciting dealer's fees of $2.00 per $1,000
principal amount of Notes and $0.10 per TFC Common Share to brokers, dealers and
other persons for soliciting tenders of Notes and Shares from their clients
pursuant to the Offer, provided, however, that no such fees will be paid with
respect to Shares beneficially owned by such brokers, dealers and other persons.
The Purchasers will reimburse you for customary mailing
2
<PAGE>
and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Purchasers will pay or cause to be paid any
transfer taxes payable on the transfer of Notes or Common Shares to it, except
as otherwise provided in Instruction 6 of the Letters of Transmittal.
Additional copies of the enclosed materials may be obtained from
MacKenzie Partners, Inc., the Information Agent.
Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent at its address and telephone number set forth
on the back cover of the Offer to Purchase.
Very truly yours,
IBJ SCHRODER BANK & TRUST COMPANY
---------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE DEPOSITARY, THE PURCHASERS, ANY AFFILIATES OF THE
PURCHASERS, OR THE INFORMATION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER, EXCEPT
FOR STATEMENTS EXPRESSLY MADE IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
3
Regarding the Offer to Purchase for Cash:
Up to $30,000,000 Principal Amount of Outstanding
8.40% Subordinated Notes Due 1993
of
American Capital Corporation
At a Price of $100 per $1000 Principal Amount
And
Up to 1,950,000 Outstanding Shares of Common Stock
of
TransCapital Financial Corporation
At a Price of $1.00 Net per Share
By
Alliance Standard II L.L.C. and Alliance Standard II Corp.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 13, 1998,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
To our Clients:
Enclosed for your consideration is an Offer to Purchase for Cash dated
January 12, 1998, as supplemented as of February , 1998, and color-coded Letters
of Transmittal (which together constitute the "Offer") relating to an offer by
Alliance Standard II L.L.C. ("Purchaser LLC") and Alliance Standard II Corp.
("Purchaser Corp.," and collectively with Purchaser LLC, the "Purchasers"), to
purchase the following securities (the "Securities"):
Up to $30,000,000 aggregate principal amount of outstanding
8.40% Subordinated Notes Due 1993 (the "ACC Notes" or the
"Notes,") of American Capital Corporation, a Florida
corporation ("ACC"), at a price of $100 per $1000 Principal
Amount, without any additional payment for accrued but unpaid
interest; and
Up to 1,950,000 Outstanding Shares (the "TFC Common Shares",
which term is more fully defined in the Offer to Purchase) of
Common Stock of TransCapital Financial Corporation ("TFC") at
$1.00 Net per TFC Common Share.
CERTAIN CONDITIONS TO THE OFFER RELATING TO SHARES OF THE $3.40 SERIES A
PREFERRED STOCK OF ACC HAVE NOT BEEN SATISFIED AS OF THE DATE HEREOF, AND ARE
NOT CAPABLE OF BEING SATISFIED ON OR PRIOR TO THE EXPIRATION DATE. ACCORDINGLY,
THE OFFER IS HEREBY WITHDRAWN
1
<PAGE>
WITH RESPECT TO SUCH ACC PREFERRED SHARES. SEE SECTIONS 8 AND 13 OF THE OFFER TO
PURCHASE AS SUPPLEMENTED AND AMENDED.
The Offer for the ACC Notes and TFC Common Shares is net to the seller in cash,
without interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letters of
Transmittal (which, as amended from time to time, together constitute the
"Offer"). A tender of ACC Notes or TFC Common Shares by you can be made only
through us on your behalf, and pursuant to your instructions. The Letters of
Transmittal are furnished to you for your information only and cannot be used by
you to tender TFC Common Shares held by us for your account.
We are hereby requesting instructions as to whether you wish to tender
any or all of your TFC Common Shares held by us for your account upon the terms
and subject to the conditions set forth in the Offer. Your attention is invited
to the following:
1. The tender prices are, net to the seller in cash,:
o $100 flat per $1,000 Principal Amount of ACC Notes;
o $1.00 per TFC Common Share.
2. The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Friday, February 13, 1998,
unless extended (the "Expiration Date").
3. The Offer is being made for:
o up to $30,000,000 principal amount of the ACC Notes;
o up to 1,950,000 TFC Common Shares.
4. The Offer is conditioned upon, among other things, the
requirement that there shall not have occurred any decision,
action, development, event or other circumstance in the Action
(as defined in the Offer to Purchase) or in any legal
proceeding based upon similar factual or legal allegations,
including, without limitation, any action seeking damages
against the United States of America in connection with
"supervisory goodwill" accounting for financial institutions,
which in the sole judgment of the Purchasers could have an
adverse effect on the ACC Notes or TFC Common Shares or the
Purchasers' eventual recovery with respect thereto, or the
FDIC shall have issued receiver's certificates or other
similar documents to any holder of any claim with respect to
Transohio Savings Bank, including TFC.
5. Holders who tender TFC Common Shares will not be obligated
to pay brokerage fees or commissions or, except as set forth
in Instruction 6 of the Letter of Transmittal, transfer taxes
on the purchase of TFC Common Shares by the Purchaser pursuant
to the Offer.
The foregoing is a summary of certain provisions of the Offer and is
qualified in its entirety by reference to the Offer.
2
<PAGE>
If you wish to have us tender any or all of the TFC Common Shares held
by us for your account, you should so instruct us by completing, executing and
returning to us the instruction form set forth on the following page hereof and
forward the same to us in ample time to permit us to submit a tender on your
behalf prior to the expiration of the Offer. The Offer is not being made to, nor
will tenders be accepted from or on behalf of, holders of TFC Common Shares in
any jurisdiction is which the making or acceptance of the Offer would not be in
compliance with the laws of such jurisdiction.
3
<PAGE>
Instructions with Respect to the Offer to Purchase
for Cash:
Up to $30,000,000 Principal Amount of Outstanding
8.40% Subordinated Notes Due 1993
of
American Capital Corporation
At a Price of $100 per $1000 Principal Amount,
And
Up to 1,950,000 Outstanding Shares of Common Stock
of
TransCapital Financial Corporation
At a Price of $1.00 Net per Share
By
Alliance Standard II L.L.C. and Alliance Standard II Corp.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase for Cash dated January 12, 1998, and the related Letters of
Transmittal (which together constitute the "Offer") relating to an offer by
Alliance Standard II L.L.C. and Alliance Standard II Corp. (collectively, the
"Purchasers"), regarding the offer to purchase for cash:
Up to $30,000,000 aggregate principal amount of outstanding
8.40% Subordinated Notes Due 1993 (the "ACC Notes" or the
"Notes") of American Capital Corporation, a Florida
corporation ("ACC"), at a price of $100 per $1000 Principal
Amount, without any additional payment for accrued but unpaid
interest; and
Up to 1,950,000 Outstanding Shares (the "TFC Common Shares,"
which term is more fully defined in the Offer to Purchase) of
Common Stock of TransCapital Financial Corporation ("TFC") at
$1.00 Net per TFC Common Share.
The Offer is net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letters of Transmittal (which, as amended from time to time, together
constitute the "Offer").
This will instruct you to tender the amount of ACC Notes and/or TFC
Common Shares indicated below held by you for the account of the undersigned, on
the terms and subject to the conditions set forth in the Offer.
4
<PAGE>
Principal Amount of ACC Notes to be Amount of TFC Common Shares to be Tendered:*
Tendered:
<TABLE>
<S> <C>
$___________________ ___________________Shares
*Unless otherwise indicated, all Notes shall *Unless otherwise indicated, all TFC
be tendered. Common Shares shall be tendered.
Sign Here: Print Name and Address:
__________________________ __________________________
__________________________ __________________________
Dated:__________________
</TABLE>
672324.3
5
<PAGE>
