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Securities and Exchange Commission
Washington, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. 6]
BOOK CENTERS, INC.
(Name of the Issuer)
DANIEL P. HALLORAN
BARRY E. FAST
BOOK CENTERS, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value, of Book Centers, Inc.
(Title of Class of Securities)
098539 10 9
(CUSIP Number of Class of Securities)
David R. Ludwig
Farleigh, Wada & Witt, P.C.
600 Bank of America Financial Center
121 S.W. Morrison Street
Portland, Oregon 97204
(503) 228-6044
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of
person(s) filing statement)
This statement is filed in connection with
(check the appropriate box):
a. __X__ The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-
3(c) [Section 240.13e-(c)] under the Securities Exchange Act of
1934.
b. _____ The filing of a registration statement under the Securities Act
of 1933.
c. _____ A tender offer.
d. _____ None of the above.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies: ____.
Calculation of Filing Fee
Transaction valuation Amount of Filing Fee
$37,219* $7.44
__x__ Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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Amount Previously Paid: $125.00
Form or Registration No.: Preliminary Proxy Statement
Filing Party: Book Centers, Inc.
Date Filed: April 26, 1996
Notes:
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* 413,541 shares of the Issuer's Common Stock, no par value, redeemed for
cash consideration of nine cents per share.
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INTRODUCTION
This Amendment No. 6 to Rule 13E-3 Transaction Statement is being filed by
Book Centers, Inc. (the "Corporation") with respect to the class of equity
securities of the Corporation that is subject to a Rule 13e-3 transaction. The
Corporation submitted to its stockholders at a Special Meeting of Stockholders
held on October 18, 1996 (the "Special Meeting") a proposal to approve and
adopt Articles of Amendment to its Restated Articles of Incorporation providing
(a) for a reduction in the number of authorized shares of the Corporation's
common stock, no par value (the "Common Stock"), from 50,000,000 shares to 500
shares (the "New Common Stock"), (b) for a 100,000 to one reverse stock split
of the Corporation's Common Stock, and (c) for a cash payment in the amount of
nine cents per share of the currently outstanding Common Stock in lieu of the
issuance of any resulting fractional shares of the New Common Stock to
stockholders who, after the reverse stock split, own less than one share of the
New Common Stock (items (a), (b), and (c) will be considered one proposal and
will be referred to herein as the "Reverse Stock Split"). The stockholders
approved the Articles of Amendment at the Special Meeting. The Corporation
filed the Articles of Amendment with the Secretary of State of the State of
Oregon on October 18, 1996. The Reverse Stock Split became effective upon the
filing of the Articles of Amendment with the Secretary of State of the State of
Oregon, resulting in the automatic conversion of every 100,000 shares of Common
Stock into one share of New Common Stock. As a result of the Reverse Stock
Split, the Corporation will acquire for cash from all stockholders who, after
the Reverse Stock Split, owned less than one share of the New Common Stock as
of October 18, 1996, at a price equal to nine cents per share of Common Stock.
Such stockholders also ceased to be stockholders of the Corporation as of
October 18, 1996. All other stockholders own shares of the New Common Stock in
an amount equal to the number of shares of Common Stock which such stockholders
held of record as of October 18, 1996, divided by 100,000.
The following Cross Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the definitive Proxy
Statement for the Special Meeting held on October 18, 1996, filed by
Corporation with the Securities and Exchange Commission on September 27, 1996
(including all annexes and schedules thereto, the "Proxy Statement") of the
information required to be included in response to the items of this Statement.
The information in the Proxy Statement is hereby expressly incorporated by
reference and the responses to each item are qualified in their entirety by
the provisions of the Proxy Statement.
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CROSS REFERENCE SHEET SHOWING LOCATION
IN PROXY STATEMENT OF INFORMATION
REQUIRED BY ITEMS IN SCHEDULE 13E-3
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SCHEDULE 13E-3 ITEM LOCATION IN PROXY STATEMENT
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1. Issuer and Class of Security Subject
to the Transaction
Item 1(a)........................... Cover Page
Item 1(b)........................... Cover Page, "Summary - The Special
Meeting," "The Reverse Stock Split -
Voting; Vote Required," and "Market
Prices of Shares of Common Stock;
Dividends"
Item 1(c)........................... "Market Prices of Shares of Common
Stock; Dividends"
Item 1(d)........................... "Market Prices of Shares of Common
Stock; Dividends"
Item 1(e)........................... Not applicable
Item 1(f)........................... "Market Prices of Shares of Common
Stock; Dividends" and "The Reverse
Stock Split - Transactions in Shares
of Common Stock of Corporation"
2. Identity and Background
Items 2(a)-(d) and (g).............. "Directors and Executive Officers"
and "Security Ownership of Certain
Beneficial Owners and Management"
Items (e) and (f)................... Not applicable
3. Past Contacts, Transactions or
Negotiations
Item 3(a)(1) ....................... "The Reverse Stock Split -
Transactions in Shares of Common
Stock of Corporation"
Items 3(a)(2) and (b)............... Not applicable
4. Terms of the Transaction
Items 4(a)-(b)...................... "The Reverse Stock Split - Amendment
of Restated Articles of Incorporation
to Effect the Reverse Stock Split"
and "The Reverse Stock Split -
Exchange of Shares and Payment in
Lieu of Issuance of Fractional
Shares"
5. Plans or Proposals of the Issuer or
Affiliate
Items 5(a)-(g)...................... "Special Factors - Plans for the
Corporation after the Reverse Stock
Split" and "Special Factors - Certain
Effects of the Reverse Stock Split"
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6. Source and Amounts of Funds or Other
Consideration
Items 6(a)-(c)...................... "Special Factors - Source and Amounts
of Funds for and Expenses of the
Reverse Stock Split"
Items 6(d).......................... Not applicable
7. Purpose(s), Alternatives, Reasons
and Effects
Item 7(a)........................... "Special Factors - Background and
Reasons for the Reverse Stock Split"
and "Special Factors - Purposes of
the Reverse Stock Split"
Item 7(b)........................... "Special Factors - Purposes of the
Reverse Stock Split"
Item 7(c)........................... "Special Factors - Background and
Reasons for the Reverse Stock Split"
and "Special Factors - Purposes of
the Reverse Stock Split"
Item 7(d)........................... "Special Factors - Certain Effects of
the Reverse Stock Split" and "Special
Factors - Certain Federal Income Tax
Consequences"
8. Fairness of the Transaction
Item 8(a)........................... "Special Factors - Recommendations of
the Board of Directors; Fairness of
the Reverse Stock Split" and "The
Reverse Stock Split - Transactions in
Shares of Common Stock of
Corporation"
Item 8(b)........................... "Special Factors - Recommendations of
the Board of Directors; Fairness of
the Reverse Stock Split" and "The
Reverse Stock Split - Transactions in
Shares of Common Stock of
Corporation"
Item 8(c)........................... "Summary - The Special Meeting,"
"Special Factors - Recommendations of
the Board of Directors; Fairness of
the Reverse Stock Split," and "The
Reverse Stock Split - Voting; Vote
Required"
Item 8(d)........................... "Special Factors - Recommendations of
the Board of Directors; Fairness of
the Reverse Stock Split," "Special
Factors - Interest of Certain Persons
in Reverse Stock Split; Conflicts of
Interest," and "The Reverse Stock
Split - Transactions in Shares of
Common Stock of Corporation"
Item 8(e)........................... "Special Factors - Recommendations of
the Board of Directors; Fairness of
the Reverse Stock Split" and "The
Reverse Stock Split - Transactions in
Shares of Common Stock of
Corporation"
Item 8(f)........................... Not applicable
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9. Reports, Opinions, Appraisals and
Certain Negotiations
Items 9(a)-(c)...................... "Special Factors - Lack of Opinions,
Appraisals, and Reports," "Special
Factors - Recommendations of the
Board of Directors; Fairness of the
Reverse Stock Split," and "The
Reverse Stock Split - Transactions in
Shares of Common Stock of
Corporation"
10. Interest in Securities of the Issuer
Item 10(a).......................... "Security Ownership of Certain
Beneficial Owners and Management"
Item 10(b).......................... "The Reverse Stock Split -
Transactions in Shares of Common
Stock of Corporation"
11. Contracts, Arrangements or
Understandings with Respect to the
Issuer's Securities................. "Special Factors - Interest of
Certain Persons in the Reverse Stock
Split; Conflicts of Interest"
12. Present Intention and Recommendation
of Certain Persons with Regard to
the Transaction
Items 12(a)-(b)..................... "Summary - The Special Meeting,"
"Special Factors - Recommendations of
the Board of Directors; Fairness of
the Reverse Stock Split," and "The
Reverse Stock Split - Voting; Vote
Required"
13. Other Provisions of the Transaction
Item 13(a).......................... "The Reverse Stock Split - Dissenting
Stockholders' Rights"
Items 13(b) and (c)................. Not applicable
14. Financial Information
Item 14(a).......................... "Financial Information"
Item 14(b).......................... Not applicable
15. Persons and Assets Employed,
Retained or Utilized
Items 15(a) and (b)................. "Summary - The Special Meeting"
16. Additional Information.............. Proxy Statement in its entirety
17. Material to be Filed as Exhibits.... Separately included herewith
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Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer is Book Centers, Inc., an Oregon corporation,
and the address of its principal executive offices is 5600 N.E. Hassalo Street,
Portland, Oregon 97213.
(b) The exact title of the class of equity securities to which this
statement relates is Common Stock, no par value. The information set forth
under the captions "Summary - The Special Meeting," "The Reverse Stock Split -
Voting; Vote Required," and "Market Prices of Shares of Common Stock;
Dividends" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth under the caption "Market Prices of Shares
of Common Stock; Dividends" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth under the caption "Market Prices of Shares
of Common Stock; Dividends" of the Proxy Statement is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth under the captions "Market Prices of Shares
of Common Stock; Dividends" and "The Reverse Stock Split - Transactions in
Shares of Common Stock of Corporation" of the Proxy Statement is incorporated
herein by reference.
Item 2. Identity and Background.
(a)-(d) and (g) This Statement is filed by Book Centers, Inc., an Oregon
corporation, engaged in the business of the distribution of books, with its
principal executive offices at 5600 N.E. Hassalo Street, Portland, Oregon
97213. This Statement is also filed by Daniel P. Halloran and Barry E. Fast,
executive officers, directors, and shareholders of Book Centers, Inc. The
information set forth under the captions "Directors and Executive Officers" and
"Security Ownership of Certain Beneficial Owners and Management" of the Proxy
Statement is incorporated herein by reference.
(e) and (f) Each person described under the captions "Directors and
Executive Officers" and "Security Ownership of Certain Beneficial Owners and
Management" of the Proxy Statement is a citizen of the United States and during
the last five years no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and no such person was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
Item 3. Past Contracts, Transactions or Negotiations.
(a)(1) The information set forth under the caption "The Reverse Stock
Split - Transactions in Shares of Common Stock of Corporation" of the Proxy
Statement is incorporated herein by reference.
(a)(2) and (b) Not applicable.
Item 4. Terms of the Transaction.
(a)-(b) The information set forth under the captions "The Reverse Stock
Split - Amendment of Restated Articles of Incorporation to Effect the Reverse
Stock Split" and "The Reverse Stock Split - Exchange of Shares and Payment in
Lieu of Issuance of Fractional Shares" of the Proxy Statement is incorporated
herein by reference.
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Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) The information set forth under the captions "Special Factors
- - Plans for the Corporation after the Reverse Stock Split" and "Special Factors
- - Certain Effects of the Reverse Stock Split" of the Proxy Statement is
incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
(a)-(c) The information set forth under the caption "Special Factors
- - Source and Amounts of Funds for and Expenses of the Reverse Stock Split" of
the Proxy Statement is incorporated herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information set forth under the captions "Special Factors -
Background and Reasons for the Reverse Stock Split" and "Special Factors -
Purposes of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth under the captions "Special Factors -
Purposes of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference.
(c) The information set forth under the captions "Special Factors -
Background and Reasons for the Reverse Stock Split" and "Special Factors -
Purposes of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth under the captions "Special Factors -
Certain Effects of the Reverse Stock Split" and "Special Factors - Certain
Federal Income Tax Consequences" of the Proxy Statement is incorporated herein
by reference.
Item 8. Fairness of the Transaction.
(a) The information set forth under the captions "Special Factors -
Recommendations of the Board of Directors; Fairness of the Reverse Stock Split"
and "The Reverse Stock Split - Transactions in Shares of Common Stock of
Corporation" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth under the captions "Special Factors
- - Recommendations of the Board of Directors; Fairness of the Reverse Stock
Split" and "The Reverse Stock Split - Transactions in Shares of Common Stock of
Corporation" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth under the captions "Summary - The Special
Meeting," "Special Factors - Recommendations of the Board of Directors;
Fairness of the Reverse Stock Split," and "The Reverse Stock Split - Voting;
Vote Required" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth under the captions "Special Factors -
Recommendations of the Board of Directors; Fairness of the Reverse Stock
Split," "Special Factors - Interest of Certain Persons in Reverse Stock Split;
Conflicts of Interest," and "The Reverse Stock Split - Transactions in Shares
of Common Stock of Corporation" of the Proxy Statement is incorporated herein
by reference.
(e) The information set forth under the captions "Special Factors -
Recommendations of the Board of Directors; Fairness of the Reverse Stock Split"
and "The Reverse Stock Split - Transactions in Shares of Common Stock of
Corporation" of the Proxy Statement is incorporated herein by reference.
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(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information set forth under the captions "Special Factors -
Lack of Opinions, Appraisals, and Reports," "Special Effects - Recommendations
of the Board of Directors; Fairness of the Reverse Stock Split," and "The
Reverse Stock Split - Transactions in Shares of Common Stock of Corporation" of
the Proxy Statement is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
(a) The information with respect to the ownership of and transactions
in Common Stock set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" of the Proxy Statement is incorporated herein
by reference.
(b) The information with respect to the ownership of and transactions
in Common Stock set forth under the caption "The Reverse Stock Split -
Transactions in Shares of Common Stock of Corporation" of the Proxy Statement
is incorporated herein by reference.
Item 11. Contracts, Arrangements, or Understandings with Respect to the
Issuer's Securities.
The information set forth under the caption "Special Factors - Interest of
Certain Persons in the Reverse Stock Split; Conflicts of Interest" is
incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard
to the Transaction.
(a)-(b) The information set forth under the captions "Summary - The
Special Meeting," "Special Factors - Recommendations of the Board of Directors;
Fairness of the Reverse Stock Split," and "The Reverse Stock Split - Voting;
Vote Required" of the Proxy Statement is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth under the caption "The Reverse Stock Split
- - Dissenting Stockholders' Rights" of the Proxy Statement is incorporated
herein by reference.
(b)-(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth under the caption "Financial Information"
of the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) The information set forth under the caption "Summary - The
Special Meeting" of the Proxy Statement is incorporated herein by reference.
Item 16. Additional Information.
All of the information set forth in the Proxy Statement is incorporated
herein by reference.
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Item 17. Material to be Filed as Exhibits.
(a), (c), and (f) Not applicable.
(b) Appraisal of The Parrott Partnership.*
(d)(1) Proxy Statement of Book Centers, Inc. for the Special Meeting of
Stockholders held on October 18, 1996.*
(d)(2) Proxy Card.*
(e) Statement of appraisal rights is incorporated by reference from
Annex B to the Proxy Statement filed as Exhibit (d)(1) hereto.*
SIGNATURE
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: October 25, 1996 /s/ Daniel P. Halloran
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Daniel P. Halloran
Dated: October 28, 1996 /s/ Barry E. Fast
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Barry E. Fast
BOOK CENTERS, INC.
Dated: October 25, 1996 By: /s/ Daniel P. Halloran
-----------------------------
Name: Daniel P. Halloran
Title: Chairman of the Board, Chief
Executive Officer, and
President
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* Previously filed.
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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(a), (c), and (f) Not applicable.
(b) Appraisal of The Parrott Partnership.*
(d)(1) Proxy Statement of Book Centers, Inc. for the
Special Meeting of Stockholders held on
October 18, 1996.*
(d)(2) Proxy Card.*
(e) Statement of appraisal rights is incorporated
by reference from Annex B to the Proxy
Statement filed as Exhibit (d)(1) hereto.*
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* Previously filed.
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