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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
Name of the Issuer: First Independence Corporation
Name of Person(s) Filing Statement: First Independence Corporation
Title of Class of Securities: Common Stock, Par Value $1.00
CUSIP Number of Class of Securities:
Name, Address, & Telephone Number of
Persons Authorized to Receive Notices Gerald Van Wyke
and Communications on Behalf of Person(s) 500 Woodward, Suite 3400
Filing Statement: Detroit, MI 48226
(313) 962-5909 (Telephone)
(313) 962-3125 (Fax)
This statement is filed in connection with (check the appropriate box):
a. | | 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 soliciting materials or information
statement referred to in check box (a) are preliminary copies. | |
CALCULATION OF FILING FEE
Transaction
Valuation* Amount of Filing Fee**
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$271,862.67 $54.37
*Based on an estimated aggregate of 482.745 resulting fractional shares
of Common Stock to be purchased times $563.16 book value per resulting
share based on book value of Common Stock at December 31, 1998.
**Filing fee is calculated in accordance with Rule 0-11, at 1/50 of one
percent of the transaction value, which is also determined pursuant to
that Rule.
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| | 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
This Rule 13E-3 Transaction Statement ("Statement") relates to the
proposed one share for 60 share Reverse Stock Split ("Reverse Stock Split") by
the issuer pursuant to which each stockholder of First Independence Corporation
("Corporation") will receive one share of New Common Stock, par value $1.00 per
share, for each 60 shares of Common Stock of the Corporation owned by such
stockholders of record on September 30, 1999. No fractional shares of New Common
stock will be issued, so stockholders who own fewer than 60 shares of Common
Stock will not continue as stockholders of the Corporation. Instead, they along
with all other stockholders whose shares of Common Stock are not evenly
divisible by 60, will be paid an amount based on $10 per share of Common Stock
currently owned for each share that will not be converted into a fractional
share of the New Common Stock. The maximum amount of cash any stockholder will
receive is $590 (59 shares of current Common Stock x $10 per share).
The following Cross Reference Sheet is supplied pursuant to General
Introduction F to Schedule 13E-3 and shows the location in the Proxy Statement
of the information required to be included in the response to the items of this
Statement. The information in the Proxy Statement, a copy of which is attached
hereto as Exhibit (d), is hereby expressly incorporated herein by reference and
the responses to each item in this Statement are qualified in their entirety by
the information contained in the Proxy Statement. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in the
Proxy Statement.
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CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
- ---------------------- ---------------------------
Item 1(a) Cover Page and "General Information"
Item 1(b) Front Cover Page, "General Information",
"Summary --The Transaction" at Page 9,
"Description of Common Stock" at Page 19
Item 1(c) and (d) "Summary -- The Transaction", at Page 9;
"Description of Common Stock", at Page 19.
Item 1(e) Not applicable.
Item 1(f) "Interests of Management", at Page 13.
Item 2(a) -- (d) and (g) Cover Page; "Ownership of the Corporation's
Equity Securities" at Page 3; "Nominees for
Board of Directors" at Pages 4-6;"Executive
Officers", at Pages 6-7.
Item 2(e) and (f) Negative.
Item 3(a) Not Applicable.
Item 3(b) Not Applicable.
Item 4(a) and (b) Cover Page; "Summary" -- The Transaction" at
Page 9; "Reasons for the Proposed Reverse
Stock Split" at Page 10; "Material Effects
of the Proposed Reverse Stock Split", at
Pages 11-13; "Interests of Management", at
Page 13; "No Fractional Shares;
Determination of Fractional Price" at Pages
14-17; "Recommendation and Consideration of
the Board of Directors", at Pages 17-19;
"Funding the Reverse Stock Split", at Page
20; "Financial Information" at Pages 20-22;
"Voting on the Reverse Stock Split; Not
Conditioned Upon Approval of Unaffiliated
Stockholders", at Page 22; "No Dissenter
Rights", at Page 23; "Resolutions to Effect
the Reverse Stock Split" at Pages 23, 24.
Item 5(a) - (e) Not applicable.
Item 5(c) Not applicable.
Item 5(f) and (g) Cover Page; "Summary; -- "Reasons for the
Proposed Reverse Stock Split", at Page 10;
"Material Effects of the Proposed Reverse
Stock Split -- Reduction in Number of
Stockholders" at Page 11; "-- Termination of
Registration with Securities and Exchange
Commission", at Page 11.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
- ---------------------- ---------------------------
Item 6(a) -- (b) "Funding the Reverse Stock Split" at Page
20.
Item 6(c) -- (d) Not applicable.
Item 7(a) -- (d) Cover Page; "Summary -- Reasons for the
Transaction", " -- Effects of the
Transaction", at Page 9; "Reasons for the
Proposed Reverse Stock Split", at Page 10;
"Material Effects of the Proposed Reverse
Stock Split", at Pages 11-13; "Interests of
Management", at Page 13; "Recommendation and
Considerations of the Board of Directors --
Alternative Forms of Transactions" at Pages
17-18; "Recommendation and Considerations of
the Board of Directors -- Illiquid Market
for Common Stock", "--Capital Requirements",
"-- Financial Reporting", "--Financial and
Economic Factors", "--Expense of Public
Company", "--Price of Redeemed Fractional
Interests", "--The Roney Opinion", "--Voting
by Dominant Shareholder", at Page 19;
"Financial Information", at Pages 21-23;
"Federal Income Tax Consequences", at Page
24.
Item 8(a) and (b) "Summary -- Reasons for the Transaction",
"--Fairness of the Price for Fractional
Interests", "--Board Recommendation", at
Page 9; "No Fractional Shares; Determination
of Fractional Interest Price", "--Discounted
Cash Flow Analysis", "--Analysis of
Comparable Publicly Traded Companies",
"Analysis of Selected Acquisition
Transactions", "--Market Price Analysis", at
Pages 14-17; "Recommendation and
Considerations of the Board of Directors",
"--Alternative Forms of Transaction",
"--Illiquid Market for Common Stock",
"--Capital Requirements", "--Financial and
Economic Factors", "--Expense of Public
Company", "--Price of Redeemed Fractional
Interests", "--The Roney Opinion", "--Voting
by Dominant Shareholder"; at Page 19.
Item 8(c) "Summary -- Voting and Approval", "--No
Dissenters Rights", at Page 10; "Interests
of Management", at Page 13; "Recommendation
and Considerations of the Board of
Directors", "--Voting by Dominant
Shareholder", at Page 19; "Voting on the
Reverse Stock Split; Not Conditioned Upon
Approval of Unaffiliated Stockholders", at
Page 23.
Item 8(d),(e) "Summary-- Recommendation of the Board", at
Page 9; Recommendation and Considerations of
the Board of Directors -- Voting by Dominant
Shareholder", at Page 19.
Item 8(f) Not applicable.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item 9 (a) -- (c) "Summary -- Fairness of the Price for
Fractional Interests", at Page 9; "No
Fractional Shares; Determination of
Fractional Share Price", at Page 14;
"Recommendation and Consideration of the
Board of Directors -- The Roney Opinion", at
Page 19.
Item 10(a) "Ownership of the Corporation's Equity
Securities", at Page 3; "Nominees for Board
of Directors", at Pages 4-6; "Executive
Officers", at Page 6; "Reasons for the
Proposed Reverse Stock Split -- Purchase of
Small Stockholders"(under 60 shares) Common
Stock", at Page 10; "Material Effects of
the Proposed Reverse Stock Split --
Reduction in Number of Stockholders",
"--Reduction in the Number of Share
Outstanding", "--Increase in Percentage of
Common Stock held by Continuing
Stockholders; Decrease at Book Value Per
Share", "--Continuing Stockholder Rights",
"--Effects of the Transaction on Capital;
"--Interests of Management", "Recommendation
and Considerations of the Board of Directors
-- Voting by Dominant Shareholder", at Pages
11-13.
Item 10(b) Not applicable.
Item 11 Not applicable.
Item 12(a) and (b) "Summary -- Board Recommendation", "--
Voting and Approval", pages 9-10; "Interests
of Management", at Page 13; "Recommendation
and Considerations of the Board of
Directors", at Pages 17-19, "-- Voting by
Dominant Shareholder", at Page 19; "Voting
on the Reverse Stock Split; Not Conditioned
Upon Approval of Unaffiliated Stockholders",
at Page 23, "No Dissenters Rights", at Page
24.
Item 13(a) "Summary -- No Dissenter Rights"
Item 13(b) Not applicable.
Item 13(c) Not applicable.
Items 14(a) "Financial Information", at Page 21;
Financial Statements of the Corporation set
forth in the 10-KSB for 1998 and in the
10-QBS's for the quarters ended March 31,
1999 and June 30, 1999, all of which are
incorporated into the Proxy Statement by
reference in accordance with Item 13 of
Schedule 14A and Note D to Schedule 14A, and
which accompany the Proxy Statement.
Item 14(b) "Financial Information", at Page 21.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
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Item 15(a) and (b) Cover Page -- "General Information";
"Funding the Reverse Stock Split" at Pages
20-21.
Item 16 Copies of each of the Proxy Statement.
Letter to Stockholders and Notice of Annual
Meeting of Stockholders included herewith as
Exhibit (d).
Item 17 Included herewith as Exhibits.
[END OF CROSS REFERENCE SHEET]
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The information set forth on the Front Cover Page and "General
Information" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth on the Cover Page, "General
Information", Page 2; "Reverse Stock Split, etc., Item 1(b) of the Proxy
Statement is incorporated herein by reference.
(c) and (d) The information set forth in "Summary -- The Transaction",
at Page 9; "Description of Common Stock", at Page 19 of the Proxy Statement is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "Interests of Management", at Page 13
of the Proxy Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)--(d) and (g) The information set forth on "Cover Page; "Ownership
of the Corporation's Equity Securities" at Page 3; "Nominees for Board of
Directors" at Pages 4-6;"Executive Officers", at Pages 6-7 of the Proxy
Statement is incorporated herein by reference.
(e) and (f) During the last five years, neither the Issuer, nor to the
best of its knowledge, any of the officers, directors, or control persons (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) Not applicable.
(b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b) The information set forth on the Cover Page; Cover Page;
"Summary" -- The Transaction" at Page 9; "Reasons for the Proposed Reverse Stock
Split" at Page 10; "Material Effects of the Proposed Reverse Stock Split", at
Pages 11-13; "Interests of Management", at Page 13; "No Fractional Shares;
Determination of Fractional Price" at Pages 14-17; "Recommendation and
Consideration of the Board of Directors", at Pages 17-19; "Funding the Reverse
Stock Split", at Page 20; "Financial Information" at Pages 21-23; "Voting on the
Reverse Stock Split; Not Conditioned Upon Approval of Unaffiliated
Stockholders", at Page 23; "No Dissenter Rights", at Page 24; "Resolutions to
Effect the Reverse Stock Split" at Pages 23, 24 of the Proxy Statement is
incorporated herein by reference.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)--(e) Not applicable.
(f) and (g) The information set forth on the Cover Page; etc. Cover
Page; "Summary; -- "Reasons for the Proposed Reverse Stock Split", at Page 10;
"Material Effects of the Proposed Reverse Stock Split -- Reduction in Number of
Stockholders" at Page 11; "-- Termination of Registration with Securities and
Exchange Commission", at Page 11 of the Proxy Statement is incorporated herein
by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)--(b) The information set forth in Funding the Reverse Stock Split",
at Page 20 of the Proxy Statement is incorporated herein by reference.
(c)--(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)--(d) The information set forth on Cover Page; "Summary -- Reasons
for the Transaction", " -- Effects of the Transaction", at Page 9; "Reasons for
the Proposed Reverse Stock Split", at Page 10; "Material Effects of the Proposed
Reverse Stock Split", at Pages 11-13; "Interests of Management", at Page 13;
"Recommendation and Considerations of the Board of Directors -- Alternative
Forms of Transactions" at Pages 17-18; "Recommendation and Considerations of the
Board of Directors -- Illiquid Market for Common Stock", "--Capital
Requirements", "-- Financial Reporting", "--Financial and Economic Factors",
"--Expense of Public Company", "--Price of Redeemed Fractional Interests",
"--The Roney Opinion", "--Voting by Dominant Shareholder", at Pages 17-19;
"Financial Information", at Pages 21-22; "Federal Income Tax Consequences", at
Page 24 of the Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)--(b) The information set forth in "Summary--Reasons for the
Transaction", "--Fairness of the Price for Fractional Interests", "--Board
Recommendation", at Page 9; "No Fractional Shares; Determination of Fractional
Interest Price", "--Discounted Cash Flow Analysis", "--Analysis of Comparable
Publicly Traded Companies", "Analysis of Selected Acquisition Transactions",
"--Market Price Analysis", at Pages 14-17; "Recommendation and Considerations of
the Board of Directors", "--Alternative Forms of Transaction", "--Illiquid
Market for Common Stock", "--Capital Requirements", "-- Financial and Economic
Factors", "--Expense of Public Company", "--Price of Redeemed Fractional
Interests", "--The Roney Opinion", "--Voting by Dominant Shareholder"; at Pages
17-19 of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "Summary --Voting and Approval", "--No
Dissenters Rights", at Page 10; "Interests of Management", at Page 13;
"Recommendation and Considerations of the Board of Directors", "--Voting by
Dominant Shareholder", at Page 19; "Voting on the Reverse Stock Split; Not
Conditioned Upon Approval of Unaffiliated Stockholders", at Page 23 of the Proxy
Statement is incorporated herein by reference.
(d)--(e) The information set forth in "Summary-- Recommendation of the
Board", at Page 9; Recommendation and Considerations of the Board of Directors
- --Voting by Dominant Shareholder", at Page 19 of the Proxy Statement is
incorporated herein by reference.
(f) Not applicable.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)--(c) The information set forth in "Summary -- Fairness of the Price
for Fractional Interests", at Page 9; "No Fractional Shares; Determination of
Fractional Share Price", at Page 14; "Recommendation and Consideration of the
Board of Directors -- The Roney Opinion", at Page 19.Item 10(a)"Ownership of the
Corporation's Equity Securities", at Page 3; "Nominees for Board of Directors",
at Pages 4-6; "Executive Officers", at Page 6; "Reasons for the Proposed Reverse
Stock Split -- Purchase of Small Stockholders"(under 60 shares) Common Stock",
at Page 10; "Material Effects of the Proposed Reverse Stock Split -- Reduction
in Number of Stockholders", "--Reduction in the Number of Share Outstanding",
"--Increase in Percentage of Common Stock held by Continuing Stockholders;
Decrease at Book Value Per Share", "--Continuing Stockholder Rights", "--Effects
of the Transaction on Capital; "--Interests of Management", "Recommendation and
Considerations of the Board of Directors -- Voting by Dominant Shareholder", at
Pages 13-19 of the Proxy Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Ownership of the Corporation's Equity
Securities", at Page 3; "Nominees for Board of Directors", at Pages 4-6;
"Executive Officers", at Page 6; "Reasons for the Proposed Reverse Stock Split
- -- Purchase of Small Stockholders"(under 60 shares) Common Stock", at Page 10;
"Material Effects of the Proposed Reverse Stock Split -- Reduction in Number of
Stockholders", "--Reduction in the Number of Share Outstanding", "--Increase in
Percentage of Common Stock held by Continuing Stockholders; Decrease at Book
Value Per Share", "--Continuing Stockholder Rights", "--Effects of the
Transaction on Capital; "--Interests of Management", "Recommendation and
Considerations of the Board of Directors -- Voting by Dominant Shareholder",at
Pages 13-18 of the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) and (b) The information set forth in "Summary -- Board
Recommendation", "-- Voting and Approval", pages 9-10; "Interests of
Management", at Page 13; "Recommendation and Considerations of the Board of
Directors", at Pages 17-19, "-- Voting by Dominant Shareholder", at Page 19;
"Voting on the Reverse Stock Split; Not Conditioned Upon Approval of
Unaffiliated Stockholders", at Page 23, "No Dissenters Rights", at Page 23 of
the Proxy Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Summary -- No Dissenter' Rights", at
Page 10 and "No Dissenter Right", at Page 24, of the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
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ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Financial Information", at Page 21;
Financial Statements of the Corporation set forth in the 10-KSB for 1998 and in
the 10-QBS's for the quarters ended March 31, 1999 and June 30, 1999, all of
which are incorporated into the Proxy Statement by reference in accordance with
Item 13 of Schedule 14A and Note D to Schedule 14A, and which accompany the
Proxy Statement of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "Financial Information", at Page 21 of
the Proxy Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The information set forth in Cover Page -- "General
Information"; "Funding the Reverse Stock Split" at Pages 20-21 of the Proxy
Statement is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the proposed transaction is set forth
in each of the Proxy Statement, Letter to Stockholders and Notice of Annual
Meeting of Stockholders which are attached hereto as Exhibit (d).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Fairness Opinion, dated as of May 12, 1999 delivered by Roney
Capital Markets, Inc., incorporated by reference to Exhibit A to the Proxy
Statement, which was filed as Exhibit (d) this Amendment No. 1 to this Schedule
13E- 13.
(b)(2) Consent of Accountants (to be provided).
(c) Not applicable.
(d) Copies of each of the Proxy Statement of the Company, Letter to
Stockholders, and Notice of Annual Meeting of Stockholders (filed as Exhibit (d)
to this Amendment No. 1 to this Schedule 13E-3).
(e) Not applicable.
(f) Not applicable.
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 22, 1999
FIRST INDEPENDENCE CORPORATION
By:/s/ Donald Davis
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Donald Davis
Title: Chairman
By:/s/ William Fuller
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William Fuller
Title: President
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