SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Amendment No. 3
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. 3
AMERICAN CAPITAL CORPORATION
TRANSCAPITAL FINANCIAL CORPORATION
This statement constitutes Amendment No. 3 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 Amended Supplement attached
hereto as Exhibit (a)(14) (the "Amended Supplement"; the Original Offer to
Purchase as supplemented and amended by the Amended Supplement is referred to
herein as the "Offer to Purchase"), and in the related Letters of Transmittal
(which collectively constitute the "Offer"). The supplement filed as Exhibit
(a)(10) to Amendment No. 1 is of no further force or effect.
Amendment No. 1 to the Original Statement was filed on February 4, 1998,
and Amendment No. 2 was filed on February 6, 1998. As used herein, the
"Statement" means the Original Statement as amended to date, including as
amended hereby. Capitalized terms not otherwise defined herein have the meanings
established in the Statement.
Except as set forth herein, there have been no changes in the information
as set forth in the Original Statement.
2
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) - (c) The information set forth in the Introduction and
Section 6 of the Offer to Purchase, as amended by the Amended Supplement, is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d); (g) The information set forth in Section 9 of the
Offer to Purchase, as amended by the Amended Supplement, 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 Amended 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, as amended by the Amended Supplement, is
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDERS.
The information in Section 8 of the Offer to Purchase (including
Annex F referred to therein) as amended by the Amended Supplement 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, as amended by the Amended Supplement, is
incorporated herein by reference.
3
<PAGE>
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 15 of the Offer to Purchase,
as amended by the Amended Supplement, is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 of the Offer to Purchase,
as amended by the Amended Supplement, including 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 Amended Supplement, is incorporated herein by
reference.
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.+
(a)(15) Amended Supplement dated February 9, 1998, to the Offer to
Purchase.
(a)(16) Press release dated February 9, 1998.
(b) None.
4
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(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.
+ Filed as an exhibit to Amendment No. 2.
<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 9, 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
<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.+
(a)(15) Amended Supplement dated February 9, 1998, to the Offer to
Purchase.
(a)(16) Press release dated February 9, 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.
+ Filed as an exhibit to Amendment No. 2.
7
AMENDED SUPPLEMENT
DATED FEBRUARY 9, 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,
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 TUESDAY, FEBRUARY 17, 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 amended supplement (the "Amended 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 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.
<PAGE>
("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:
The Expiration Date of the Offer to Purchase is extended to Midnight, New
York City time, on Tuesday, February 17, 1998. Any reference in the Offer to
Purchase to the "Expiration Date" means such date, unless it is further
extended.
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
and such Notes or Shares are being tendered for the benefit of beneficial
owners identified in the applicable Letter of Transmittal."
2
<PAGE>
4. ACCEPTANCE FOR PAYMENT AND PAYMENT. 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:
"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 paragraph beginning on page
22 which carries over to page 23 is amended to read in its entirety as follows:
"On December 22, 1997, the Claims Court ruled in favor of the plaintiffs on
the issue of liability in four cases involving financial institutions other than
Transohio. These four cases were selected as "Test Cases" for the purposes of
extending summary judgement from the Supreme Court's decision in the Winstar
Litigation. The Claims Court ordered that, in all Winstar-related cases where
there are pending summary judgment motions or cross-motions filed by plaintiffs,
the defendant must show cause, within 60 days, why those motions should not be
granted, and liability found on all Winstar contract issues based upon its
December 22, 1997 decision. The government has vigorously defended its position
as to both liability and damages. No assurance as to the outcome of this process
can be made. On February 5, 1998, the holding company of Coast Federal Savings
Bank FSB, a thrift which is prosecuting a Winstar-type action against the
government, issued a press release regarding their pending lawsuit, which press
release is attached hereto as Annex F. Purchasers are unable to predict what
impact, if any, the information disclosed in the press release will have with
respect to the Action. Shareholders are urged to follow developments in the
3
<PAGE>
Winstar Litigation through their brokers, other financial and legal
advisors, business information media and other sources."
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 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 indicated that they will 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."
4
<PAGE>
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."
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]he Purchasers 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,
5
<PAGE>
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."
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 6, 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:
6
<PAGE>
"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, Annex E and Annex F attached hereto are a part of this Amended
Supplement and are hereby made a part of the Offer to Purchase.
The date of this Amended Supplement is February 9, 1998.
7
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>
ANNEX F
Coast Announces Government Proposal to
Discuss Out-of-Court Resolution of Regulatory Capital Litigation, and Nasdaq
Approval to List CPR Certificates
Business Editors & Banking Writers
LOS ANGELES--(BUSINESS WIRE)--Feb. 5, 1998--Coast Savings Financial Inc.
(NYSE:CSA) (PSE:CSA), the holding company of Coast Federal Bank FSB, Thursday
announced that attorneys for Coast had received a letter from the Department of
Justice regarding the bank's pending lawsuit against the United States
government with respect to the government's alleged breach of an agreement to
treat certain amounts as a permanent addition to the bank's regulatory capital.
In that letter, the Justice Department stated that it believes "it may be
productive for the parties to discuss an out-of-court resolution of the
plaintiff's claim for a capital credit to its net worth." In addition, the
letter stated that "(i)n order to determine whether settlement is possible, we
would need additional information about this claim, particularly (the bank's)
damages theories and their factual bases."
The letter also stated that following an exchange of information, "if
appropriate (the Department of Justice) would be willing to consider referring
the claim, or certain specified issues, to a neutral for alternative dispute
resolution."
The company and its attorneys believe that this letter does not constitute
a settlement offer or an admission of liability by the government, and the bank
has not yet determined whether or how to respond to the letter. Furthermore,
even if discussions are held, no assurance can be given that such discussions
would lead to a settlement or to an agreement to submit the bank's claim for
damages against the government or any issues to any form of alternative dispute
resolution.
The bank's attorneys were informed by the Department of Justice that
similar correspondence has been delivered to other plaintiffs with regulatory
"capital credit" claims against the government.
In a separate development, the company announced that the Nasdaq has
approved the Contingent Payment Right Certificates (CPR Certificates) for
listing on the Nasdaq's National Market, subject only to their issuance in
connection with the consummation of the proposed merger with H.F. Ahmanson.
Assuming the proposed merger is consummated, the company expects that the
CPR Certificates will be listed for trading under the symbol CCPRZ.
<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 Amended 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
FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212-929-5239)
ALLIANCE STANDARD II OFFERORS ANNOUNCE EXTENSION OF
TENDER OFFER FOR SUBORDINATED NOTES OF AMERICAN CAPITAL,
COMMON STOCK OF TRANSCAPITAL
New York, New York, February 9, 1998 -- Alliance Standard II L.L.C. and
Alliance Standard II Corp. announced today that they have extended the
expiration date of their tender offer for the 8.40% Subordinated Notes of
American Capital Corporation and common stock of TransCapital Financial
Corporation to midnight on Tuesday, February 17, 1998.
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. As of the close of business on
February 6, 1998, tenders of American Capital notes aggregated approximately
$13,365,000 principal amount, and tenders of TransCapital common stock
aggregated approximately 96,279 shares.
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 an amended 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 amended supplement) 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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