SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Amendment No. 4 (Final Amendment)
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 18 Pages
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALLIANCE STANDARD II L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,221
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
11.7%
10. Type of Reporting Person (See Instructions)
OO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALLIANCE STANDARD II CORP.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
7. Aggregate Amount Beneficially Owned by Each Reporting Person
806,779
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
8.2%
10. Type of Reporting Person (See Instructions)
CO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LJ INVESTMENTS, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,221
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
11.7%
10. Type of Reporting Person (See Instructions)
OO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LJ INVESTMENTS CORP.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
7. Aggregate Amount Beneficially Owned by Each Reporting Person
806,779
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
8.2%
10. Type of Reporting Person (See Instructions)
CO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JL ADVISORS II, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,221
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
11.7%
10. Type of Reporting Person (See Instructions)
CO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 7
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JL ASSOCIATES II, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
806,779
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
8.2%
10. Type of Reporting Person (See Instructions)
CO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JAFFE CAPITAL MANAGEMENT GROUP, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,000
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
19.9%
10. Type of Reporting Person (See Instructions)
CO, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. LEWITTES
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
U.S.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,000
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
19.9%
10. Type of Reporting Person (See Instructions)
IN, GM
685828.3
<PAGE>
CUSIP No.: 893528109 14D-1 Page 10
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT S. JAFFE
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6. Citizenship or Place of Organization
U.S.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,950,000
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
19.9%
10. Type of Reporting Person (See Instructions)
IN, GM
685828.3
<PAGE>
SCHEDULE 14D-1/A -- AMENDMENT NO. 4 (FINAL AMENDMENT)
AMERICAN CAPITAL CORPORATION
TRANSCAPITAL FINANCIAL CORPORATION
This statement constitutes Amendment No. 4 ("Amendment No. 4" or the
"Final Amendment") to the statement on Schedule 14D-1 (the "Original Statement,"
and as supplemented and amended to date, including as 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 to
Amendment No. 3 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").
Amendment No. 1 to the Original Statement was filed on February 4,
1998, Amendment No. 2 was filed on February 6, 1998, and Amendment No. 3 was
filed on February 9, 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.
The Offer has terminated, and the Purchasers have accepted for payment
1,950,000 Shares out of a total of approximately 2,861,000 tendered Shares.
685828.3
11
<PAGE>
Such acceptance for payment is subject, however, to the continuing review and
authentication of documents submitted by tendering holders of Shares. Any
material changes in the number of TFC Shares acquired by the Purchasers in the
Offer will be reported on Schedule 13D.
Pursuant to General Instruction F of Schedule 14D-1, this Final
Amendment shall be deemed to satisfy the reporting requirements of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with
respect to the TFC Common Shares acquired by the Purchasers pursuant to the
Offer as reported herein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANIES.
(a) On February 19, 1998, the Purchasers accepted for payment, and
thereby have become the beneficial owners of, the following amounts of Shares
(subject, however, to final validation of tenders). The percentages set forth
below represent the percentages of outstanding TFC Common Shares, based upon an
aggregate of 9,806,324 shares outstanding, as reported by the Company in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995:
Purchaser LLC........................1,143,221 Shares (11.7%)
Purchaser Corp..........................806,779 Shares (8.2%)
Total...........................1,950,000 Shares (19.9%)
Messrs. Lewittes and Jaffe share equally the voting and
dispositive power over the Shares held by each of the Purchasers.
(b) None of the Purchasers, the Funds or Messrs. Lewittes and
Jaffe has made any purchases of Shares in the last 60 days except pursuant to
the Offer.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Purchasers, the Funds, and their respective affiliates and
associates may hereafter acquire additional Shares or dispose of Shares (whether
acquired in the Offer or otherwise), at any time and from time to time
hereafter, depending upon prevailing market conditions and other facts and
circumstances which they believe may affect the value of the Shares. Such
acquisitions and/or dispositions may be effected in open market transactions, in
privately negotiated transactions, or otherwise.
685828.3
12
<PAGE>
The Purchasers have requested that the TFC board of directors
approve the purchase by the Purchasers of additional TFC Common Shares, within
the meaning of Florida Stats. Sec. 607.0902.
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.++
(a)(17) Press release dated February 19, 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.
685828.3
13
<PAGE>
+ Filed as an exhibit to Amendment No. 2.
++ Filed as an exhibit to Amendment No. 3.
685828.3
14
<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 19, 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
685828.3
15
<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.**
(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.++
(a)(17) Press release dated February 19, 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.
</TABLE>
* Filed as an exhibit to the Original Statement.
** Filed as an exhibit to Amendment No. 1.
+ Filed as an exhibit to Amendment No. 2.
++ Filed as an exhibit to Amendment No. 3.
685828.3
16
<PAGE>
FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212-929-5239
ALLIANCE STANDARD II OFFERORS ANNOUNCE EXPIRATION OF TENDER
OFFER FOR 8.40% SUBORDINATED NOTES OF AMERICAN CAPITAL
CORP., COMMON STOCK OF TRANSCAPITAL FINANCIAL CORP.,
PRORATION OF TENDERS OF TRANSCAPITAL
New York, New York, February 19, 1998 -- Alliance Standard II L.L.C.
and Alliance Standard II Corp. announced today that their tender offer for the
8.40% subordinated notes of American Capital Corp. and the common stock of
TransCapital Financial Corp. expired at midnight on February 17, 1998. The
offerors have accepted for payment approximately $30,000,000 principal amount of
notes of American Capital, constituting all notes validly tendered. An aggregate
of approximately 2,861,000 shares of common stock of TransCapital Financial
Corp. have been validly tendered (including shares tendered by notices of
guaranteed delivery), and accordingly, valid tenders for approximately 1,950,000
shares of TransCapital common stock will be accepted for payment on a pro rata
basis.
According to the last periodic disclosures to the Securities and
Exchange Commission filed (in 1995) by American Capital Corp. and TransCapital
Financial Corp., there are a total of approximately $78.5 million principal
amount of notes of American Capital outstanding, and approximately 9,806,324
shares of TransCapital Financial common stock outstanding. The Alliance Standard
II offerors therefore hold approximately 39% of the principal amount of
outstanding notes of American Capital Corp. and 19.9% of all outstanding shares
of TransCapital Financial Corp.
The final counts of notes and shares validly tendered are subject to
verification of the validity of tenders and deliveries pursuant to notices of
guaranteed delivery.
# # #
685887.5
