SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. )
Andal Corp.
(Name of the Issuer)
Andal Corp.
Cafco Holding Corporation
(Name of Person(s) Filing Statement)
Common Stock, par value $20 per share
(Title of Class of Securities)
636632-10-1
(CUSIP Number of Class of Securities)
Roy M. Korins, Esq.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
<PAGE>
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, Regulation 14C, or Rule 13e-3(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 solicitation materials or information
statement referred to in checking box (a) are preliminary copies: |X|
Instruction: Eight copies of this statement, including all exhibits,
should be filed with the Commission.
[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.
Amount previously paid: $522.18
Form or Registration No.: Schedule 14C
Filing Party: Andal Corp.
Date Filed: Contemporaneously with this Schedule 13E-3.
Page 1 of 12 Pages
<PAGE>
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The transaction (the "Transaction") relates to the common stock,
par value $20.00 per share ("Common Stock"), of Andal Corp., a New York
corporation (the "Company"). The principal executive offices of the Company are
located at 909 Third Avenue, New York, New York 10022.
(b) As of April 28, 1998, there were 286,094 shares of Common Stock
outstanding and approximately 1,100 holders of record of Common Stock.
(c) There is no active market in the Common Stock and there has not
been an active market since September 1995. The Common Stock is not included in
the Nasdaq OTC Bulletin Board. Based on information provided by the National
Quotation Bureau, Inc. ("NQB"), there was no quoted bid price for the Common
Stock during the period from October 1, 1995 until November 3, 1997. During the
period from November 3, 1997 until June 30, 1998, there was minimal trading, and
there was no reported trading from July 1 through July 13, 1998. Set forth below
is information provided by NQB as to the trading volume and the high and low
closing bid prices for the Common Stock during the such period.
<TABLE>
<CAPTION>
Period Volume Closing High Bid Closing Low Bid
- ------ ------ ---------------- ---------------
<S> <C> <C> <C>
1997
Third quarter (from Nov. 3) 6,400 20.00 17.00
1998
First quarter 8,500 21.625 17.00
Second quarter 5,300 22.00 21.625
Third quarter (through July 13) -0- 22.00 22.00
</TABLE>
The above prices represent prices between dealers and do not include
retail markups, markdowns or commission and do not represent actual
transactions. Furthermore, the volume information may not reflect the actual
trading volume and may include both the purchase by a buyer and sale by a seller
as if there were two transactions.
(d) The Company has never paid any dividends on the Common Stock.
Although the Company has funds to enable it to pay dividends, the Company
proposes to use a portion of such funds to make the cash payment to shareholders
pursuant to the Transaction.
(e) During the past three years, the Company has not made an
underwritten public offering of its Common Stock which was either registered
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act") or was exempt from
such registration pursuant to Regulation A of the Commission under the
Securities Act.
<PAGE>
(f) Since October 1, 1995, the Company has made the following purchases
of Common Stock.
<TABLE>
<CAPTION>
Average Purchase
----------------
Quarter Ending Shares Purchased Price Per Shares
- -------------- ---------------- ----------------
<S> <C> <C>
December 31, 1997 14,580 $25.00
March 31, 1998 108,371 32.97 + noncash consideration(1)
June 30, 1998 40,488 33.00 + noncash consideration(1)
</TABLE>
Page 2 of 12 Pages
<PAGE>
- ------------------
(1) In connection with the purchase by the Company of 107,371 shares of
Common Stock purchased during the quarter ended March 31, 1998 and all
of the shares purchased during the quarter ended June 30, 1998, the
Company paid $33.00 per share plus .8125 shares of Integrated Brands
common stock which was owned by the Company. Integrated Brands
subsequently merged into Yogen Fruz World-Wide Inc. ("Yogen Fruz"), as
a result of which the .8125 shares of Integrated Brands became .4754
shares of Yogen Fruz. Based on the average of the high and low closing
bid prices per share of Integrated Brands or Yogen Fruz on the date of
the contracts relating to the stock purchases, the value of the noncash
consideration was approximately $2.23 per share of Common Stock with
respect to the purchases during the March 31, 1998 quarter and $3.79
per share of Common Stock with respect to purchases made during the
June 30, 1998 quarter. Thus, the highest price paid per share of Common
Stock had a value of $36.79 per share, representing $33.00 cash and
noncash consideration valued at $3.79.
Pursuant to a retirement agreement (the "Retirement Agreement") dated
August 31, 1996, among the Company and Andrew J. Frankel and Alan N. Cohen, the
Company issued 32,500 shares of Common Stock to each of Messrs. Frankel and
Cohen in September 1996.
At September 30, 1996, the Company owed approximately $1.6 million to
three shareholders -- Frankhill Associates ("Frankhill"), Alan N. Cohen and one
individual who was formerly an affiliate of the Company and no longer has any
debt or equity interest in the Company. Such debt (the "Fleet Debt") was
initially owed by the Company to Fleet Bank and was assigned by Fleet Bank to
such shareholders. Pursuant to an agreement (the "Debt Cancellation Agreement")
entered into in September 1996, the Company, in September 1996, paid
approximately $91,500 to each of the three holders of the Fleet Debt and issued
to each of such holders 15,000 shares of Common Stock in full satisfaction of
the Fleet Debt. Mr. Andrew J. Frankel is the managing general partner of
Frankhill and a significant beneficial owner of Frankhill.
Since October 1, 1995, except for the issuance of shares of Common
Stock to Messrs. Frankel and Cohen pursuant to the Retirement Agreement and to
Frankhill and Mr. Cohen pursuant to the Debt Cancellation Agreement, neither
Cafco Holding Corporation ("Cafco") nor any of its officers, directors or
shareholders purchased any shares of the Company's Common Stock.
The shares of Common Stock presently owned by Cafco were acquired by
Cafco in July 1998 for purposes of consummating the Transaction. At that time,
the shareholders of Cafco transferred to Cafco the 215,529 shares of Common
Stock owned by them in exchange for all of the capital stock of Cafco. As a
result, Cafco owns beneficially and of record 215,529 shares of Common Stock.
<PAGE>
Item 2. Identity and Background.
This Statement is being filed jointly by the Company and Cafco.
Cafco is a New York corporation with executive offices at 909 Third
Avenue, New York, New York 10022. Cafco was formed for the purpose of acquiring
all of the Company's Common Stock owned by its shareholders and engaging in the
Transaction. Cafco owns 215,529 shares of Common Stock, representing 75.3% of
the outstanding shares of Common Stock.
The officers and directors of Cafco are as follows:
Page 3 of 12 Pages
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position with Cafco; Principal Occupation
- ---------------- -----------------------------------------
<S> <C>
Andrew J. Frankel Chairman of the board, chief executive officer and a director of
c/o Andal Corp. Cafco; Chairman of the board and chief executive officer of the
909 Third Avenue Company
New York, New York 10022
Alan N. Cohen President and a director of Cafco; President of the Company
c/o Andal Corp.
909 Third Avenue
New York, New York 10022
</TABLE>
Andrew J. Frankel has been chairman of the board, chief executive
officer and a director of Cafco since its organization in July 1998. He has been
chairman of the board and chief executive officer of the Company since 1971
except for the period from September 1, 1996 through September 30, 1997, when he
served only as a director.
Alan N. Cohen has been president and a director of Cafco since its
organization in July 1998. He has been a director of the Company since 1979 and
president of the Company since 1981 except for the period from September 1, 1996
through September 30, 1997, when he served only as a director.
All of the shareholders of Cafco are related or otherwise affiliated
with either Mr. Frankel or Mr. Cohen.
During the past five years, neither Cafco, Mr. Frankel nor Mr. Cohen
(a) was convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in, or is otherwise
subject to, a judgment, decree or final order enjoining further violations of,
or prohibiting activities subject to federal or state securities laws or finding
any violation of such laws.
Messrs. Frankel and Cohen are citizens of the United States of America.
<PAGE>
Item 3. Past Contracts, Transactions or Negotiations.
The Retirement Agreement contemplated the removal of the Company's
executive offices from New York City to the offices of its subsidiary,
Multi-Arc, Inc. ("Multi-Arc") in New Jersey and the resignation of Mr. Andrew J.
Frankel as chairman and chief executive officer of the Company and Mr. Alan N.
Cohen as president of the Company. Pursuant to the Retirement Agreement, the
Company agreed to maintain the Company=s New York office and pay the
compensation due to the employees at such office, and Messrs. Frankel and Cohen
agreed to reimburse the Company for such expenses. The agreement also provided
for the issuance of 32,500 shares of Common Stock to each of Messrs. Frankel and
Cohen.
In September 1997, following the sale of Multi-Arc, the Company
relocated its offices from New Jersey to New York City, and Messrs. Frankel and
Cohen were reelected as chairman of the board and chief executive officer and
president, respectively.
Page 4 of 12 Pages
<PAGE>
The Company and the holders of the Fleet Debt entered into the Debt
Cancellation Agreement in September 1996 in order to eliminate approximately
$1.6 million of debt through the payment of an aggregate of $274,500 and the
issuance of 45,000 shares of Common Stock.
On July 15, 1998, the Company and Cafco entered into an agreement (the
"Merger Agreement"), which set forth the terms of the Transaction. The terms of
the Merger Agreement are set forth in Item 4.
Item 4. Terms of the Transaction.
On July 15, 1998, the Company and Cafco entered into the Merger
Agreement. Pursuant to the Merger Agreement, Cafco agreed to merge (the
"Merger") with and into the Company, subject to the approval of the Merger
Agreement by the Company's shareholders. Under the New York Business Corporation
Law ("NYBCL"), the merger requires the votes of the holders of two-thirds of the
outstanding Common Stock. Cafco owns 75.3% of the outstanding Common Stock and
has the power to approve the Merger without the approval of any other
shareholders. The Company has scheduled a meeting of shareholders for August 28,
1998. The Company does not intend to solicit proxies for such meeting, but will
provide shareholders with an information statement (the "Information Statement")
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). At the meeting, Cafco will vote to approve the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger:
(a) Each share of Common Stock, other than shares of Common Stock held
by Cafco and shareholders who exercise their rights of appraisal, would receive
the right to receive $37 (the "Merger Consideration").
(b) Each option to purchase one share of Common Stock shall become a
right to receive the difference between the Merger Consideration and the
exercise price of the option.
(c) Each share of common stock of Cafco would become and be converted
into one share of Common Stock of the Company.
Payment of the Merger Consideration to the shareholders of the Company,
other than Cafco and shareholders exercising dissenters' rights pursuant to
Sections 910 and 623 of the NYBCL, shall be made as soon as possible after the
effective time of the Merger, but not later than 15 business days after such
effective time. Payment shall be made to the record holders of Common Stock as
of the close of business on the day immediately preceding the date on which the
effective time of the Merger occurs.
Item 5. Plans or Proposals of the Issuer or Affiliate.
Following the completion of the Transaction, the Company will (a)
operate as a privately owned corporation, with the only shareholders being the
present shareholders of Cafco and (b) terminate the Company's registration under
the Exchange Act pursuant to Section 12(g)(4) of the Exchange Act. Following the
termination of the Company's registration under the Exchange Act, the Company
will not be required to file reports pursuant to Section 12 or 15(d) of the
Exchange Act.
Page 5 of 12 Pages
<PAGE>
Item 6. Sources and Amounts of Funds or Other Consideration.
All of the funds to be used to pay the Merger Consideration pursuant to
the Merger Agreement shall be provided by the Company. At March 31, 1998, the
Company had cash of approximately $12.7 million, as reflected in the Company's
Form 10-Q Quarterly Report for the quarter ended March 31, 1998. Substantially
all of the Company's cash at March 31, 1998, resulted from the sale by the
Company of its 84% interest in Multi-Arc, which generated net cash to the
Company of approximately $17.9 million.
In April 1998, the Company purchased 40,488 shares of Common Stock from
shareholders who are not affiliated with Cafco for $33 per share plus .8125
share of Integrated Brands common stock which was owned by the Company.
Integrated Brands subsequently merged into Yogen Fruz, as a result of which the
.8125 shares of Integrated Brands became .4754 shares of Yogen Fruz. The cash
consideration paid to such shareholders was approximately $1.3 million.
Following the purchase of Common Stock described in the previous
paragraph, the Company owned 136,078 shares of Yogen Fruz, which were sold in
May 1998, for approximately $1.2 million
Since March 31, 1998, the Company has continued to incur operating
expenses. As a result of the stock purchase and the sale of the Yogen Fruz
stock, the Company had cash and cash equivalents of approximately $12.2 million
at June 30, 1998.
In addition, in connection with the sale of Multi-Arc, an aggregate of
$3.0 million is held in escrow as security for certain obligations under the
agreement relating to the sale of Multi-Arc, including obligations which may
arise as a result of breaches or representations and warranties and for taxes.
Although the Company does not believe that its liability for such breaches or
such taxes will be material, there can be no assurance that any of the funds
held in escrow will be paid to the Company. The possible recovery from the
escrow account is fully reserved against in the Company's financial statements.
The expenses for the Transaction will be paid by the Company. The
Company estimates that the expenses of the Transaction, including legal,
accounting and filing fees, printing expenses and other related expenses, will
be approximately $150,000.
None of the money required for either the payment of expenses or the
payment of the Merger Consideration will be borrowed by the Company.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
Although the Company is not presently engaged in any business
activities, final resolution of issues involved in the Multi-Arc sale remain
open and could possibly result in litigation. In addition, the Company is a
defendant in at least three pending lawsuits arising from its discontinued
subcontracting business. Accordingly, the Company's directors believe that the
Company should continue in existence until such issues are resolved, and such
issues are likely to remain unresolved for up to four years and possibly longer.
The public float for the Common Stock (i.e., the shares of Common Stock
not owned by Cafco) is 70,565 shares, and there is no active market for the
Common Stock, as a result of which shareholders are not able sell their shares
of Common Stock. For these reasons, the Company and
Page 6 of 12 Pages
<PAGE>
Cafco do not believe that it is in the interest of either the Company or its
shareholders for the Company to continue to be a reporting company under the
Exchange Act and for the approximately 1,100 shareholders to have little or no
liquidity for their stock. The purpose of the Transaction is to pay such
shareholders a fair value for their shares and to operate the Company as a
privately-owned company, with the present shareholders of Cafco as its only
shareholders.
Following the Multi-Arc sale in September 1997, the Company's board of
directors adopted a resolution which provided that, within one year from the
completion of the Multi-Arc sale, it would engage in a transaction such that the
Company is not engaged in the business of an investment company, as defined in
Section 3 of the Investment Company Act of 1940 (the "Investment Company Act").
As of June 30, 1998, the Company did not have any agreement with any
company or other entity pursuant to which the Company would acquire such company
or its business and assets, and no discussions were pending. Although the
Company has received an inquiry about the possibility of a merger or similar
corporate transaction, such discussions have not resulted in any formal or
informal agreement and no discussions are continuing. The board of directors did
not believe that, during the period between the date of this filing and
September 30, 1998, it was likely that the Company could negotiate an agreement,
conduct adequate due diligence, file proxy materials with the Commission and
hold a meeting of shareholders, all of which may, depending on the structure of
the transaction, be necessary in order to consummate such a transaction.
As a result of the sale of Multi-Arc, the Company may come within the
technical definition of an investment company as defined in Section 3 of the
Investment Company Act. However, Rule 3a-2 of the Commission under the
Investment Company Act treats a so-called transient investment company as a
company which is not engaged in the business of an investment company. In order
for a corporation to be a transient investment company, it must have a bona fide
intent, during a period of time not to exceed one year, to be engaged primarily,
as soon as is possible, in a business other than that of investing, reinvesting,
owning, holding or trading in securities. Thus, the Company cannot be a
transient investment company subsequent to September 30, 1998. If the Company
has not completed a transaction which takes it out of the definition of an
investment company by September 30, 1998, the Company will be treated as an
investment company. The Company does not believe that it is in the interests of
the Company or its shareholders for the Company to become an investment company.
The operation of the Company as an investment company would subject the Company
to considerably greater expenses of operations as well as increased regulation
under the Investment Company Act. Considering the Company's relatively modest
cash position and the absence of an operating business, it is possible that the
expenses of operating an investment company, including the engagement of
additional staff and the increased regulatory burden, could generate losses from
operations, which would not be in the interest of the Company or its
shareholders. Furthermore, the operation of the Company as an investment company
would not solve the problems of an illiquid stock, which is currently faced by
the shareholders since the public float is only 70,565 shares. Accordingly, the
board of directors believes that it is in the interest of the shareholders for
the Company, prior to September 30, 1998, to consummate a transaction which will
eliminate the risk of the Company being treated as an investment company.
<PAGE>
The Company considered the possibility of a liquidation of the Company
by a distribution of substantially all of the available cash to its
shareholders, including, the present shareholders of Cafco (the "Cafco
Shareholders") who owned 75.3% of the Common Stock which they transferred to
Cafco. Because of the open litigation issues described above and also because
such a distribution
Page 7 of 12 Pages
<PAGE>
would have adverse tax consequences to the Cafco Shareholders since it would
result in a taxable distribution to such shareholders, the directors felt that
liquidation would not be appropriate. By retaining their stock ownership in the
Company instead of receiving the cash in the form of a distribution, the Cafco
Shareholders will not be subject to income taxes. The economic effect and tax
treatment to the other shareholders of the Transaction is essentially the same
as a liquidation distribution.
As discussed above, although the Company is a reporting company
pursuant to the Exchange Act, there is no active market for the Common Stock and
the public float consists of 70,565 shares of Common Stock, which are held by
approximately 1,100 shareholders of record, of which more than 1,050
shareholders hold 100 or fewer shares, including more than 940 shareholders who
hold ten or fewer shares.
Since September 30, 1997, the Company has purchased an aggregate of
164,039 shares of Common Stock in private transactions. The Company continues to
receive inquiries from shareholders who expressed an interest in selling their
shares of Common Stock to the Company. The Company believes that the Transaction
would benefit the nonaffiliated shareholders by providing them with cash now at
a fair value not obtainable in the market. The termination of the public market
for the Common Stock will not be disadvantageous to the nonaffiliated
shareholders, since there is no active public market and the shareholder will
receive more than the market price for the Common Stock, which, as reflected in
Item 1, has been both minimal and sporadic.
The Merger Consideration reflects the value of the Company's net liquid
assets, net of appropriate reserves set by the board of directors for ongoing
expenses, including potential future litigation and retirement benefits for
employees other than Messrs. Frankel and Cohen, and does not give any value to
the contingent payment from escrow in connection with the Multi-Arc sale. The
amount of such contingent payment could be up to approximately $3 million. As of
the date of this Schedule, to the best of the Company's knowledge, no claims
have been made against the escrow account.
As a result of the Transaction, the Company's book value will be
reduced by the amount of the Merger Consideration paid to the shareholders other
the Cafco, the expenses of the Transaction and any payments made to shareholders
exercising their rights of appraisal.
Item 8. Fairness of the Transaction.
The Company believes that the Transaction is fair to the nonaffiliated
shareholders. In determining the fairness of the Transaction, the Company
considered the following factors.
(a) The liquidation value per share of Common Stock, based on the
Company's most recent balance sheet, which is the balance sheet as of March 31,
1998, as filed in the Company's Form 10-Q for the quarter ended March 31, 1998,
net of appropriate reserves set by the board of directors for ongoing expenses,
including potential future litigation and retirement benefits for employees
other than Messrs. Frankel and Cohen.
(b) The price at which the Company purchased shares of Common Stock in
recent transactions. Such purchases were made from knowledgeable investors,
including a shareholder who was, at the time of the sale, a major shareholder of
the Company. The purchase price paid resulted
Page 8 of 12 Pages
<PAGE>
from negotiations with the sellers and reflected an approximation at the time of
the liquidation value of the Common Stock.
The Company does not believe that the market price of the Common Stock
represents any indicia of value, since there is a very thin market for the
Common Stock. However, the price to be paid to the shareholders exceeds the most
recently reported bid prices for the Common Stock prior to the determination of
the Merger Consideration.
The Company believes that, because the Company is not engaged in any
business activities, valuations based on a multiple of earnings are not
relevant. The Company's main asset is cash and cash equivalents.
Since the Company in not engaged in any business activities, the
Company does not believe that it has any value as a going concern.
The Transaction requires the approval of the holders of two-thirds of
the outstanding shares of Common Stock on the record date for determining
shareholders entitled to vote on the Merger. Since Cafco holds 75.3% of the
outstanding shares, it has the ability to approve the transaction without the
votes of any other shareholder. The agreement does not require the approval of
any specified percentage of non-affiliated shareholders.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
The Company has not obtained a report, opinion or appraisal from any
outside party relating directly or indirectly to either the Transaction or
recent purchases by the Company from shareholders.
Item 10. Interest in Securities of the Issuer.
(a) Cafco presently owns 215,529 shares of Common Stock, representing
75.3% of the outstanding shares of Common Stock. Messrs. Andrew J. Frankel and
Alan N. Cohen, are affiliates of both the Company and Cafco, and they may be
deemed beneficial owners of such shares to the extent of their economic interest
in Cafco. The shareholders of Cafco are Messrs. Frankel and Cohen, members of
their families, including adult children, and entities, including Frankhill,
which are affiliated with either Mr. Frankel or Mr. Cohen.
(b) During the 60 days prior to the date of this Schedule 13e-3,
neither Cafco nor Messrs. Frankel and Cohen engaged in any transactions
involving the Common Stock.
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
Neither the Company, Cafco or Messrs. Frankel or Cohen has any
agreement, understanding or relationship in connection with the Transaction,
other than the Merger Agreement, except that Cafco intends to vote its shares of
Common Stock in favor of the Transaction.
Page 9 of 12 Pages
<PAGE>
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
Cafco intends to vote its shares of Common Stock in favor of the
Transaction. Messrs. Frankel and Cohen, who are the only officers and directors
of Cafco and the only directors or the Company, will recommend that the
shareholders approve the Transaction for the reasons set forth in Item 8.
Item 13. Other Provisions of the Transaction.
Pursuant to Sections 910 and 623 of the NYBCL, holders of Common Stock
who object to the Merger may exercise their appraisal rights in the manner set
forth in said Sections 910 and 623.
No contractual provision has been made by the Company or Cafco to allow
unaffiliated shareholders to obtain access to corporate files of the Company or
to obtain counsel or appraisal services at the expense of the issuer. Section
624 of the NYBCL provides shareholders with certain rights of inspection. The
Company will permit any shareholder who complies with said Section 624 to
examine and make extracts from the corporate records covered by such section.
Item 14. Financial Information.
The financial statements and other financial information is
incorporated by reference to the Information Statement as follows:
<TABLE>
<CAPTION>
Description Location in Information Statement
----------- ---------------------------------
<S> <C>
(a) Audited financial statements for the fiscal years Financial Statements
ended September 30, 1997 and 1996
(b) Unaudited financial statements for the six months Financial Statements
ended March 31, 1998 and 1997
(c) Ratio of earnings to fixed charges Not Applicable
(d) Book value per share Selected Financial Data
</TABLE>
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) The Company will pay the expenses of the Transaction, which are
estimated at $150,000.
(b) No persons have been engaged by the Company to make solicitations
or recommendations in connection with the Transaction.
Item 16. Additional Information.
Not Applicable
Item 17. Material to be Filed as Exhibits.
(a) None.
Page 10 of 12 Pages
<PAGE>
(b) None.
(c) Agreement of merger dated July 15, 1998, by and among Cafco
and the Company, which is filed as Appendix C to the
Information Statement.
(d) The Information Statement.
(e) Rights of Appraisal, which is included under the caption
"Rights of Dissenting Shareholders" in the Information
Statement.
(f) None.
Page 11 of 12 Pages
<PAGE>
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.
July 15, 1998 ANDAL CORP.
By:/s/Andrew J. Frankel
--------------------
Andrew J. Frankel
Chairman and CEO
CAFCO HOLDING CORPORATION
By:/s/Andrew J. Frankel
--------------------
Andrew J. Frankel
Chairman and CEO
Page 12 of 12 Pages
