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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
---------------------------
CAMBRIDGE HOLDINGS, LTD.
(NAME OF ISSUER)
CAMBRIDGE HOLDINGS, LTD.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.025 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
132198201
(CUSIP NUMBER OF CLASS OF SECURITIES)
---------------------------
GREGORY PUSEY,
PRESIDENT
CAMBRIDGE HOLDINGS, LTD.
1722 BUFFEHR CREEK ROAD
VAIL, COLORADO 81657
(970) 479-2800
COPY TO:
ROBERT M. BEARMAN
BEARMAN TALESNICK & CLOWDUS PROFESSIONAL CORPORATION
1200 SEVENTEENTH STREET, SUITE 2600
DENVER, COLORADO 80202-5826
(303) 572-6500
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NOVEMBER 24, 1998
(DATE TENDER OFFER FIRST PUBLISHED
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AMOUNT OF
TRANSACTION VALUATION* FILING FEE**
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<S> <C>
$540,000 $108.00+
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- --------------------------------------------------------------------------------
</TABLE>
* Assumes purchase of 1,200,000 Shares of Common Stock at $0.45 per share.
** Calculated based on the transaction valuation multiplied by
one-fiftieth of one percent.
+ Previously paid.
[ ] 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 to Schedule 13E-4 relates to an offer by Cambridge
Holdings, Ltd. (the "Company") to purchase (the "Offer") up to 1,200,000
shares of its $.025 par value Common Stock (the "Shares") at $0.45 per Share.
A copy of the Offer to Purchase, and the Supplement thereto dated December 22,
1998 relating to the Offer are attached hereto as Exhibit 1 and is
incorporated herein by this reference.
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Item 8. ADDITIONAL INFORMATION.
Item 8(e) is amended as follows:
(e) Additional information with respect to the Offer is
provided in the Offer to Purchase, and the Supplement thereto.
Item 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following
exhibit:
(a)(1)(i) Supplement to Offer to Purchase dated November 24, 1998,
dated December 22, 1998.
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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.
CAMBRIDGE HOLDINGS, LTD.
(a Colorado corporation)
Date: December 22, 1998 By: /s/ Gregory Pusey
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Gregory Pusey, President
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
99.A-1 Supplement to Offer to Purchase dated November 24, 1998, dated
December 22, 1998.
</TABLE>
<PAGE>
SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH UP TO
1,200,000 SHARES OF ITS COMMON STOCK
AT $.045 PER SHARE
BY
CAMBRIDGE HOLDINGS, LTD.
Cambridge Holdings, Ltd., a Colorado corporation (the "Company"),
supplements and amends its Offer to Purchase, dated November 24, 1998,
regarding the invitation to the Company's shareholders to tender shares of
the Company's $.025 par value common stock (the "Shares"), as follows:
1. The Company has extended the Expiration Date as described in the Offer
to Purchase to 5:00 P.M., New York City Time, on January 12, 1999.
2. Based on information provided by the Tender Agent for the Tender
Offer, as of 5:00 P.M. on December 18, 1998, approximately 593,528 Shares of the
Company's Common Stock from 42 shareholders had been tendered and not withdrawn.
3. The following is added to the Section entitled, CAUTIONARY STATEMENT
ON FORWARD-LOOKING STATEMENTS:
The protection of the disclosure liability safe harbor for
forward-looking statements provided in Section 21E of the Securities
Exchange Act of 1934 is not applicable to forward-looking statements
made in the Offer to Purchase and this Supplement.
4. The following is added to the Section entitled, SPECIAL FACTORS:
Special factors were detailed in the Offer to Purchase which
shareholders are urged to consider in determining whether to tender
their Shares. On the basis of those special factors, as well as other
information in the Offer to Purchase, the Company believes the Offer
is fair to unaffiliated shareholders and that its belief is
reasonable.
In forming its belief, the Company considered many factors,
including the uncertain nature of the Company's real estate
development activities and economic and financial conditions
generally, as well as the following factors:
-- Current Market Prices: The Purchase Price of $0.45 per
Share was higher than the market price of $0.38 per
Share on the last trading day prior to the announcement
and commencement of the Offer.
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-- Historical Market Prices: Since the quarter ended March 31,
1997, the highest bid price for the Shares was $0.41. For
the preceding three quarters, the highest bid price was
$0.63; however, the Company does not believe that any
significant sales were effected at these prices.
Accordingly, the Company believes that shareholders of the
Company have not been able to effect sales of their Shares
in approximately the past three years at prices higher than
the Purchase Price. Moreover, due to the limited and
sporadic nature of trading in the Shares, the Company
believes that the Offer represents a viable means for
shareholders to sell their Shares at a price which is
higher than what could have been received by them in the
recent past.
-- Net Book Value: At September 30, 1998, the book value per
Share was $0.95. The recent Share price of $0.38 reflects a
discount of approximately 56.8% to the Company's book value
per Share at September 30, 1998. The Purchase Price of
$0.45 per Share reflects a discount of approximately 52.6%
to the Company's book value per Share on September 30, 1998.
The Board believed that the Purchase Price should be at a
significant discount to book value per Share to provide the
shareholders who determined not to tender Shares the
opportunity to share in the potential long-term growth of
the Company. In making this determination, the Board
considered the nature of the Company's assets, a principal
amount of which are related to real estate development
properties. These properties, if and when sold, could yield
values which are significantly greater or lower than cost,
due to the nature of the real estate business. The Board
believes that the Purchase Price is fair to unaffiliated
shareholders, notwithstanding the significant discount to
book value per Share, due to the nature of the Company's
real estate business activities, the other factors
considered in determining the Purchase Price, and the
voluntary, non-coercive nature of the Offer.
-- Going Concern Value: Although the Board considered the
factors discussed herein, the Board did not make any
specific attempt to estimate the going concern value of the
Company. However, the Company has no staff or internal
organization, a limited inventory of property, limited
capital resources and is at a competitive disadvantage due
to its small size.
-- Liquidation Value: The Board considered the possibility of
liquidation of the Company, but did not attempt to assess a
valuation for liquidation. As a principal amount of the
Company's assets consists of interests in real
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estate, liquidation values may be difficult to estimate.
Two of the real estate properties in which the Company
has an interest are being offered for sale, but no offers
have been received. The Board believes that liquidation, if
done in an orderly fashion, should result in a value close
to book value. However, no assurance can be given that this
would occur. The Board determined not to present a
liquidation proposal to the shareholders of the Company, but
instead to present this Offer as a voluntary, non-coercive
proposal to those shareholders who may be seeking near-term
liquidity from their investment in the Shares.
-- Other Offers: The Company has received no offers during the
preceding 18 months for the merger or consolidation of the
Company, the sale of all or substantially all of the assets
of the Company, or of a controlling interest in the Shares.
5. Section 6 entitled, CERTAIN CONDITIONS OF THE OFFER is amended by
substitution of the following:
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act, if at any time on or after November 24, 1998 and prior
to the Expiration Date any of the following events shall have occurred (or shall
have been determined by the Company to have occurred) that regardless of the
circumstances giving rise thereto (including any action or omission to act by
the Company), makes it inadvisable to proceed with an Offer or with such
acceptance for payment:
(a) There shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before
any court, authority, agency or tribunal that directly or indirectly (i)
challenges the making of the Offer, the acquisition of some or all of the Shares
pursued in the Offer or otherwise relates in any manner to the Offer, or (ii)
could materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company, or otherwise materially
impair in any way the contemplated future conduct of the Company or materially
impair the contemplated benefits of the Offer to the Company; or
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to the Offer or the
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Company or any of its subsidiaries, by any court or any authority, agency or
tribunal that would or might directly or indirectly (i) make the acceptance
for payment of, or payment for, some or all of the Shares illegal or
otherwise restrict or prohibit consummation of the Offer, (ii) delay or
restrict the ability of the Company, or render the Company unable, to accept
for payment or pay for some or all of the Shares, (iii) materially impair the
contemplated benefits of the Offer to the Company or (iv) materially and
adversely affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company or any of its subsidiaries, or
(c) any change or changes shall have occurred or are threatened in the
business, financial condition, assets, income, operations, prospects or stock
ownership of the Company that is or may be material to the Company.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and may be waived by
the Company, in whole or in part, at any time and from time to time in its sole
discretion. The Company's failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by the Company concerning the events described above
will be final and binding.
The date of the Supplement is December 22, 1998.
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