SCHEDULE 13e-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) of THE SECURITIES
EXCHANGE ACT of 1934 AND RULE 13e-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 3)
Arizona Instrument Corporation
(Name of the Issuer)
Arizona Instrument Corporation
AZI LLC
George G. Hays
G. James Hays
Harold D. Schwartz
(Name of Persons Filing Statement)
Common Stock, $.01 par value
(Title of Class of Securities)
040903205
(CUSIP Number of Class of Securities)
George G. Hays
Arizona Instrument Corporation
1912 West 4th Street, Tempe, AZ 85281
(602) 470-1414
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Steven P. Emerick, Esq. Roger V. Davidson, Esq.
Quarles & Brady LLP Ballard, Spahr, Andrews & Ingersoll, LLP
One East Camelback Road, Suite 400 1225 17th Street, Suite 2300
Phoenix, Arizona 85012-1649 Denver, Colorado 80202-5596
(602) 230-5500 (303) 299-7307
(602) 230-5598 (fax) (303) 296-3956 (fax)
This statement is filed in connection with (check the appropriate box):
[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.
[ ] The filing of a registration statement under the Securities Act of
1933.
[ ] A tender offer.
[ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
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CALCULATION of FILING FEE
Transaction valuation* $6,923,381.93 Amount of filing fee $1,384.68
* For purposes of calculating the fee only. Assumes purchase of 1,371,399
shares of Common Stock, par value $.01 per share, of Arizona Instrument
Corporation at $5.00 per share and payment of $66,386.93 for in-the-money
unexercised options and other rights to purchase Common Stock of Arizona
Instrument Corporation.
[ ] Check the box if any part of the fee is offset as provided by Exchange Act
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: $ 0
Form or registration No.:
Filing party:
Date filed:
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This Final Amendment to Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed jointly by Arizona Instrument Corporation, a Delaware
corporation, AZI LLC, an Arizona limited liability company, and George G. Hays,
G. James Hays, and Harold D. Schwartz, each an individual, pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
thereunder, in connection with the merger (the "Merger") of Arizona Instrument
with and into AZI LLC pursuant to an Agreement and Plan of Merger, dated as of
March 31, 2000, by and among AZI LLC, George G. Hays, Harold D. Schwartz and
Arizona Instrument. AZI LLC was formed by George G. Hays and affiliates of G.
James Hays and Mr. Schwartz in connection with the Merger.
In the Merger and pursuant to the terms and conditions set forth in the
Agreement and Plan of Merger, Arizona Instrument will merge with and into AZI
LLC, with AZI LLC as the surviving company (the "Surviving Company"). At the
effective time of the Merger, each issued and outstanding share of common stock,
par value $.01 per share, of Arizona Instrument (the "Shares") (other than
Shares held by (1) Arizona Instrument, (2) AZI LLC, or (3) stockholders who
perfect their rights under Delaware law to dissent from the Merger and seek an
appraisal of their Shares) will be converted into and become the right to
receive $5.00 per Share in cash, without interest. As a result of the Merger,
George G. Hays, Harold D. Schwartz and G. James Hays will beneficially own 100%
of the equity interests of the Surviving Company.
This Final Amendment is being filed with the SEC pursuant to the
requirements of Rule 13e-3(d)(3) promulgated under the Securities Exchange Act,
to reflect the results of the transactions contemplated by the Agreement and
Plan of Merger with respect to Arizona Instrument. Except as expressly set forth
in this Final Amendment, all information in the Transaction Statement remains
unchanged.
At a special meeting of shareholders of Arizona Instrument held on June 26,
2000, the shareholders of Arizona Instrument voted to approve the Agreement and
Plan of Merger. The Agreement and Plan of Merger was approved by the
shareholders of Arizona Instrument common stock, in person or by proxy,
representing 844,897 shares, which was approximately 61.6% of the outstanding
shares of Arizona Instrument common stock. Holders, in person or by proxy,
representing 61,755 shares voted against approval of the Agreement and Plan of
Merger. Holders, in person or by proxy, representing 9,844 shares abstained from
the vote. Arizona Instrument filed documents evidencing the Merger with the
Secretary of State of Delaware and the Arizona Coporation Commission on June 26,
2000, and as a result, the Merger became effective on that date. Each share of
Arizona Instrument common stock that was issued and outstanding immediately
prior to the effective time of the Merger, other than those shares owned by AZI
LLC and its affiliates, was converted into the right to receive $5.00 per share
in cash, in accordance with the Agreement and Plan of Merger. Letters of
transmittal for shareholders to exchange their certificates representing shares
of Arizona Instrument common stock for cash will be sent to shareholders on or
about June 29, 2000.
As a result of the Merger, the shares of Arizona Instrument common stock
were suspended and will be delisted from the Nasdaq Small Cap Market. In
addition, the shares of Arizona Instrument common stock have been deregistered
under the Securities Exchange Act.
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ITEM 16. EXHIBITS.
(a)(1) Letter to Shareholders.
(a)(2) Notice of Special Meeting of Shareholders.
(a)(3) Proxy Statement.
(a)(4) Form of Proxy.
(a)(5) Press Release issued by Arizona Instrument Corporation dated February
1, 2000.
(a)(6) Press Release issued by Arizona Instrument Corporation dated April 4,
2000.
(b)(1) Commitment letter agreement dated March 2, 2000, by and between AZI
LLC and Imperial Bank.
(b)(2) Commitment letter agreement dated March 21, 2000, by and between AZI
LLC and Arizona MultiBank Community Development Corporation.
(c)(1) Opinion of Peacock, Hislop, Staley & Given, Inc. dated as of March 28,
2000.
(c)(2) Fairness Opinion Presentation to the Special Committee of the Board of
Directors prepared by Peacock, Hislop, Staley & Given, Inc. on March
28, 2000.
(c)(3) Arizona Instrument Valuation Report dated as of June 30, 1999 and
prepared by Oxford Advisors.
(d)(1) Agreement and Plan of Merger, dated as of March 31, 2000, by and among
AZI LLC, George G. Hays, Harold D. Schwartz and Arizona Instrument
Corporation.
(d)(2) Amendment of employment agreement Dated March 8, 1999, by and Between
Arizona Instrument Corporation and George G. Hays.
(d)(3) Members Agreement dated March 21, 2000, between George G. Hays and
Chez & Schwartz Inc. Profit Sharing Plan dated December 19, 1973.
(d)(4) Members Agreement dated March 20, 2000, between George G. Hays and The
Hays Family Revocable Lifetime AB Trust dated October 14, 1998.
(f) Section 262 of the Delaware General Corporation Law.
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SIGNATURES
After due inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: June 28, 2000
Arizona Instrument Corporation
By: AZI LLC, its successor in interest
By: /s/ George G. Hays
------------------------------------
Name: George G. Hays
Title: Manager
AZI LLC
By: /s/ George G. Hays
------------------------------------
Name: George G. Hays
Title: Manager
/s/ George G. Hays
------------------------------------
George G. Hays
/s/ G. James Hays
------------------------------------
G. James Hays
/s/ Harold D. Schwartz
------------------------------------
Harold D. Schwartz
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(1) Letter to Shareholders.(3)
(a)(2) Notice of Special Meeting of Shareholders.(3)
(a)(3) Proxy Statement.(3)
(a)(4) Form of Proxy.(3)
(a)(5) Press Release issued by Arizona Instrument Corporation dated February
1, 2000.(1)
(a)(6) Press Release issued by Arizona Instrument Corporation dated April 4,
2000.(1)
(b)(1) Commitment letter agreement dated March 2, 2000, by and between AZI
LLC and Imperial Bank.(1)
(b)(2) Commitment letter agreement dated March 21, 2000, by and between AZI
LLC and Arizona MultiBank Community Development Corporation.(1)
(c)(1) Opinion of Peacock, Hislop, Staley & Given, Inc. dated as of March 28,
2000 (included as Annex B to the Proxy Statement filed as Exhibit
(a)(3)).(3)
(c)(2) Fairness Opinion Presentation to the Special Committee of the Board of
Directors prepared by Peacock, Hislop, Staley & Given, Inc. on March
28, 2000.(1)
(c)(3) Arizona Instrument Valuation Report dated as of June 30, 1999 and
prepared by Oxford Advisors.(2)
(d)(1) Agreement and Plan of Merger, dated as of March 31, 2000, by and among
AZI LLC, George G. Hays, Harold D. Schwartz and Arizona Instrument
Corporation (included as Annex A to the Proxy Statement filed as
Exhibit (a)(3)).(3)
(d)(2) Amendment of employment agreement Dated March 8, 1999, by and Between
Arizona Instrument Corporation and George G. Hays, incorporated by
Reference from Form 10-QSB filed with the Commission by Arizona
Instrument Corporation on May 17, 1999.
(d)(3) Members Agreement dated March 21, 2000, between George G. Hays and
Chez & Schwartz Inc. Profit Sharing Plan dated December 19, 1973.(1)
(d)(4) Members Agreement dated March 20, 2000, between George G. Hays and The
Hays Family Revocable Lifetime AB Trust dated October 14, 1998.(1)
(f) Section 262 of the Delaware General Corporation Law (included as Annex
C to the Proxy Statement referenced as Exhibit (a)(3)).(3)
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(1) Previously filed as exhibits to the Schedule 13E-3 filed on April 18, 2000.
(2) Previously filed as an exhibit to the amended Schedule 13E-3 filed on May
17, 2000.
(3) Previously filed as exhibits to the amended Schedule 13E-3 filed on May 26,
2000.
