TRANSACTION STATEMENT PURSUANT TO SECTION 13(e)
OF THE 1934 ACT AND RULE 13e-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of The Securities Exchange Act of 1934)
(FINAL AMENDMENT)
BILTMORE BANK CORP.
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(Name of the Issuer)
BILTMORE BANK CORP.; JOHNSON INTERNATIONAL, INC.
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(Name of Person(s) Filing Statement)
Common Stock, no par value
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Mr. Mark Behrens William G. Ridenour, Esq.
Executive Vice President Ridenour, Swenson, Cleere
Biltmore Bank Corp. & Evans, P.C.
2425 East Camelback Road Two Renaissance Square
Phoenix, Arizona 85016 40 North Central, Suite 1400
1-414-681-4654 Phoenix, Arizona 85004-2397
1-602-254-9900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of
Person(s) Filing Statement)
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. [X] None of the above.
<PAGE>
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: | |
Calculation of Filing Fee 1/50th of 1%(1)
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Transaction Amount of filing fee
Valuation* $492,885 98.58
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[X] Check box if any part of the fee is offset as provided in 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: $98.58
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Form or Registration No.: Rule 13e-3 Transaction Statement
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Filing Party: Biltmore Bank Corp./Johnson International, Inc.
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Date Filed: September 20, 1996
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(1) [$1.00 per share purchase price x 492,885 shares]
2
<PAGE>
INTRODUCTION
This is the Final Amendment to the Rule 13e-3 Transaction Statement on
Schedule 13E-3, originally filed by Biltmore Bank Corp. and Johnson
International, Inc. on September 20, 1996, and the definitive of which was filed
on November 26, 1996. The Schedule relates to a "going private" transaction in
which the shareholders of Biltmore Bank Corp. were to vote on a proposed
Amendment to the Second Amended and Restated Articles of Incorporation reducing
the number of Biltmore's authorized shares from twenty-five million to one
hundred twenty-five thousand shares. Under the terms of the Transaction,
shareholders who thereby became the owner of fractional shares were to receive
$1.00 per share owned prior to the reverse stock split.
The Amendment to the Second Amended and Restated Articles of Incorporation
was adopted by the shareholders on December 19, 1996. The Amendment thereafter
was filed with the Arizona Corporation Commission ("ACC") on December 19, 1996,
and approved by the ACC on December 20, 1996. As a result, shareholders were
immediately notified to deliver their share certificates in exchange for the
cash payment of $1.00 per share owned prior to the reverse stock split, all as
set forth in the Schedule 13E-3 and accompanying Information Statement sent to
all shareholders.
The issuer, Biltmore Bank Corp., will duly file a Form 15 pursuant to Rule
12h-3 to suspend all reporting requirements pursuant to Section 15(d) of the
Securities Exchange Act. As a result of the consummation of the Rule 13e-3
transaction, the issuer has only one remaining shareholder.
This Schedule 13E-3 is being filed by the issuer, on its own behalf, and by
co-filer Johnson International, Inc. The information set forth in the Definitive
Schedule 13E-3 is hereby incorporated herein in its entirety by this reference.
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.
Date: December 27, 1996
Biltmore Bank Corp.
By: /s/ Mark A. Behrens
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Name: Mark A. Behrens
Title: Executive Vice President
Johnson International, Inc.
By: /s/ Dennis Axelson
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Name: Dennis Axelson
Title: Senior Vice President
and Chief Financial Officer
