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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to section 13(e) of the Securities Exchange Act of 1934)
EB, INC.
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(NAME OF ISSUER)
THE PARKWAY COMPANY
EB, INC.
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(NAME OF PERSON(S) FILING STATEMENT)
SHARES OF COMMON STOCK, $1.00 PAR VALUE PER SHARE
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(TITLE OF CLASS OF SECURITIES)
277775-10-2
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(CUSIP NUMBER OF CLASS OF SECURITIES)
MR. STEVEN G. ROGERS
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201
(601) 948-4091
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(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSON(S) AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
PERSON(S) FILING STATEMENT)
with a copy to:
Charles F. Horne IV, Esq. Steven M. Hendrix, Esq.
Jaeckle, Fleischmann & Mugel Forman, Perry, Watkins & Krutz
800 Fleet Bank Building 188 East Capitol Street
Twelve Fountain Plaza P.O. Box 22608
Buffalo, New York 14202 Jackson, Mississippi 39225-2608
(716) 856-0600 (601) 960-8603
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. [x] The filing of a registration statement under the Securities Act
of 1933.
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c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to above are preliminary copies [ ]
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FINAL AMENDMENT TO RULE 13E-3 TRANSACTION STATEMENT
This Final Amendment to the Rule 13e-3 Transaction Statement relates
to the merger of Parkway Acquisition Corporation ("PAC"), a Mississippi
corporation and wholly-owned subsidiary of The Parkway Company ("Parkway"), a
Texas corporation, with and into EB, Inc. ("EB"), a Mississippi corporation,
upon the terms and subject to the conditions set forth in the Agreement and
Plan of Merger dated as of October 28, 1994 (as amended by the First Amendment
to Agreement and Plan of Merger dated January 26, 1995) (the "Merger
Agreement"), a copy of which was filed as Appendix B (Exhibit 2) to Amendment
No. 2 to the Registration Statement on Form S-4 (No. 33-85950) filed by Parkway
with the Securities and Exchange Commission on March 9, 1995 and declared
effective on March 23, 1995.
Item 16. ADDITIONAL INFORMATION.
[Item 16 is hereby amended by the addition of the following:]
On April 27, 1995, the shareholders of EB and the shareholders of
Parkway, at their respective special meetings held on that date, approved the
Merger Agreement, and PAC merged with and into EB effective that same day.
Under the terms of the Merger Agreement, EB shareholders (other than Parkway)
receive $8.00 in cash and .623 of a common share of Parkway for each EB common
share owned by them. As a result of the merger, EB is now a wholly-owned
subsidiary of Parkway and is no longer a reporting company under the Securities
Exchange Act of 1934, as amended.
Item 17. MATERIAL TO BE FILED AS EXHIBITS
[Item 17 is hereby amended by the addition of the following:]
(b)(1) Opinion of Howard Frazier Barker Elliott, Inc. dated
April 27, 1995 is attached hereto as Exhibit 17(b)(6).
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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.
DATED: May 5, 1995
THE PARKWAY COMPANY
By: /s/Steven G. Rogers
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Name: Steven G. Rogers
Title: President
EB, INC.
By: /s/Sarah P. Clark
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Name: Sarah P. Clark
Title: Vice President and
Assistant Secretary
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Exhibit 17(b)(6)
H O W A R D F R A Z I E R VALUATION AND FINANCIAL ADVISORS
B A R K E R E L L I O T T THE ESPERSON BUILDINGS
I N C 815 WALKER, SUITE 1447
HOUSTON, TX 77002
PHONE: 713-225-9580
FAX: 713-225-9588
April 27, 1995
Special Committee of the Board of Directors
EB, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201-2195
Gentlemen:
EB, Inc. ("EB" or the "Company") has requested that Howard Frazier
Barker Elliott, Inc. ("HFBE") render its opinion as to the fairness, from a
financial point of view, to the shareholders of EB other than The Parkway
Company ("Parkway") of the consideration offered to EB shareholders in the
proposed merger (the "Proposed Transaction") between Parkway and EB, wherein
Parkway is to be the surviving entity.
As part of its financial advisory activities, HFBE engages in the
valuation of businesses and securities in connection with mergers and
acquisitions, private placements and valuations for estate, corporate and other
purposes. We have performed assignments similar in nature to that requested by
you.
Neither HFBE nor the individuals involved with this opinion have any
present and/or contemplated future interest in EB nor any other interest which
might tend to prevent them from making a fair and unbiased evaluation.
In connection with rendering our opinion, we have reviewed all
information and performed such analyses that we considered relevant, including,
but not limited to the following:
1. The Agreement and Plan of Merger among the Parkway Company,
Parkway Acquisition Corporation and EB, Inc. dated as of
October 28, 1994 (as amended by the First Amendment to the
Agreement and Plan of Merger dated January 26, 1995).
2. Securities and Exchange Commission (the "SEC") Registration
Statement on Form S-4 filed on behalf of The Parkway Company
in regard to the Proposed Transaction.
3. Financial statements of EB, Inc., including
a. Audited financial statements for the years ended
December 31, 1992 through 1994. SEC Form 10-KSB for
the years ended December 31, 1993 and 1994.
b. Quarterly statements (SEC Form 10-QSB) for the
periods March 31, June 30 and September 30, 1994.
4. Financial statements of Parkway, including
a. Audited financial statements for the years ended June
30, 1993 and 1994. SEC Form 10-KSB for June 30, 1994
and for the period July 1, 1994 to December 31, 1994.
b. Quarterly statements (SEC Form 10-QSB) for the
periods ended September 30 and December 31, 1993 and
March 31 and September 30, 1994.
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Special Committee of the Board of Directors
EB, Inc.
April 27, 1995
Page two
5. The Notice of Special Meeting of Shareholders which was held
May 10, 1994 and the Proxy Statement/Prospectus in regard to
the merger of Parkway with First Continental Real Estate
Investment Trust.
6. Various press releases pertaining to the proposed merger of EB
and the wholly-owned subsidiary of Parkway - Parkway
Acquisition Corporation.
7. Various press releases and other documents related to the
proposed acquisition of Grenada Sunburst System Corporation by
Union Planters Corporation ("Union Planters") and information
related to the actual transaction which was effected December
31, 1994.
8. The logic memorandum and fairness opinion prepared by Rauscher
Pierce Refsnes Inc., dated September 27, 1994, pertaining to
both the EB and Congress Street transactions.
9. Various schedules prepared by Parkway and EB indicating
estimated realizable values for assets owned by each Company.
10. The price and trading volume history of the common stocks of
Parkway, Union Planters and EB over the last several months.
11. The notice of Special Meeting of Shareholders to be held on
April 27, 1995 and the Proxy Statement/Prospectus in regard to
the Transaction.
In addition to the foregoing, managements of EB and Parkway have
furnished us with various information and documents related to the history,
business and financial condition of EB and Parkway. We have also utilized
publicly available information with respect to the national economy, the
condition of the stock and credit markets, merger and acquisition activity, and
the financial and stock market performance of companies involved in the real
estate business.
We have held discussions with the management of EB and Parkway at
their headquarters regarding the past, present and expected future financial
and operating condition of the respective companies. We have relied upon
assurances of management of Parkway and the Company that they are unaware of
any facts which would make the information provided to us incomplete or
misleading. We have relied solely on the reports of the independent certified
public accountants for the completeness and accuracy of the historical
financial information and on the managements of EB and Parkway for the accuracy
of recent financial information and asset values. We have assumed that the
manner in which the Proposed Transaction will be effected complies with
applicable state and federal laws.
Subject to and based upon the foregoing and our experience as
financial advisors, it is our opinion that the Proposed Transaction is fair,
from a financial point of view, to the non-Parkway shareholders of EB, Inc.
Sincerely,
HOWARD FRAZIER BARKER ELLIOTT, INC.
By: /s/ Charles L. Elliott
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Charles L. Elliott, Jr., CFA, ASA
