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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
CEDAR INCOME FUND, LTD.
(Name of Subject the Company)
CEDAR INCOME FUND, LTD.
(Name of Person Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
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15043810
(CUSIP Number of Class of Securities)
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MAUREEN DEWALD
Vice President and Secretary
CEDAR INCOME FUND, LTD.
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499
(319) 398-8895
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
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Copy to:
Jonathan A. Koff
CHAPMAN AND CUTLER
111 West Monroe
Chicago, Illinois 60603
(312) 845-3000
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 initially filed with the Securities
and Exchange Commission (the "Commission") on January 12, 1998 (the "Schedule
14D-9"), by Cedar Income Fund, Ltd., an Iowa corporation (the "Company"),
relating to the cash tender offer by Cedar Bay Company, a New York general
partnership (the "Purchaser"), to purchase all outstanding shares of common
stock, par value $1.00 per share, of the Company (the "Shares") at not less than
$7.00 per Share, upon the terms and subject to the conditions as set forth in
the Offer to Purchase, dated January 12, 1998, and related Letter of Transmittal
(which, together with any amendments thereto, collectively constitute the
"Offer"). The Offer is disclosed in a Tender Offer Statement on Schedule 14D-1
dated January 12, 1998, as amended and supplemented. The Offer is being made by
the Purchaser pursuant to a Memorandum of Understanding, dated as of December 5,
1997, between the Company and SKR Management Corp. ("SKR"), a New York
corporation (the "Memorandum of Understanding"). SKR has assigned its rights
under the Memorandum of Understanding to the Purchaser, an affiliate of SKR.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
The response to Item 3 is hereby amended and supplemented by adding the
following paragraphs:
SKR, Purchaser and the Company have entered into a letter agreement
dated as of February 24, 1998, which amends and supplements certain provisions
of the Memorandum of Understanding. The Memorandum of Understanding provides
that the date contained in certain sections thereof may be extended to March 16,
1998, upon the deposit with the Escrow Agent of an additional $250,000 to be
held as an increase in the Earnest Money Deposit pursuant to the Escrow
Agreement. The Purchaser has requested an extension of the time within which to
purchase the Shares tendered pursuant to the Offer in order to finalize
financing arrangements so that the expiration date (i.e., the time at which the
Shares are accepted for payment) of the Offer will be 12:00 midnight, New York
City, on March 27, 1998.
The Company has agreed to the extension of the Offer. Concurrently with
the extension of the Offer, SKR will (i) transfer to an account designated by
the Company an additional $250,000 as an increase in the Earnest Money Deposit
and (ii) consent to the transfer of the $750,000 currently held as an Earnest
Money Deposit by the Escrow Agent, pursuant to the terms of the Escrow
Agreement, to an account designated by the Company; provided, however, that the
aggregate of such $1,000,000 Earnest Money Deposit, together with interest and
other amounts earned thereon, if any, will be returned to SKR if (i) the Offer
is not consummated on March 27, 1998, solely as a result of a failure of the
Offer Conditions or (ii) the occurrence of a Repayment Event specified in
sections (ii), (iv), (v) or (vi) of the definition of "Repayment Event"
described in the Schedule 14D-9. All other
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Repayment Events specified in such definition are hereby deleted and shall be of
no further force or effect. The Company has agreed that upon receipt of written
confirmation from The Bank of New York (the depository bank/paying agent for the
Offer) of immediately available funds being deposited with The Bank of New York
in an amount sufficient to pay the purchase price of all Shares validly tendered
pursuant to the Offer, less $1,000,000, the Company will wire transfer the
$1,000,000 Earnest Money Deposit to The Bank of New York to be used to purchase
the Shares. In addition, if the Purchaser does not file an amendment to its
Schedule 14D-1 containing responses to all issues raised by the Commission to
date, including the required financial statements, by the close of the
Commission's Washington office on Thursday February 26, 1998, the Memorandum of
Understanding will terminate and the Company will be entitled to retain the
entire $1,000,000 Earnest Money Deposit and all interest earned thereon. Except
as otherwise set forth above, all other terms and conditions of the Memorandum
of Understanding remain in full force and effect.
This description is qualified in its entirety by reference to the text
of the letter agreement, a copy of which is filed as Exhibit 9 hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 9. Letter agreement dated as of February 24, 1998, between
Cedar Income Fund, Ltd. and Cedar Bay Company.
Exhibit 10. Press release issued by Cedar Income Fund, Ltd. on February
26, 1998.
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SIGNATURE
After reasonable 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.
CEDAR INCOME FUND, LTD.
By: /s/ Alan F. Fletcher
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Alan F. Fletcher
Vice President and Treasurer
Dated February 26, 1998
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EXHIBIT INDEX
EXHIBIT NO.
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Exhibit 9. Letter agreement dated as of February 24, 1998,
between Cedar Income Fund, Ltd. and Cedar Bay Company.
Exhibit 10. Press release issued by Cedar Income Fund, Ltd. on
February 26, 1998.
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SKR MANAGEMENT CORP.
February 24, 1998
Cedar Income Fund, Ltd.
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499
Attn: Maureen DeWald, Esq.
Ladies and Gentlemen:
SKR Management Corp. ("SKR") and Cedar Income Fund, Ltd. ("Cedar") have
previously entered into a Memorandum of Understanding (the "MOU"), dated as of
December 5, 1997. All capitalized terms used herein but not otherwise defined
herein shall have the meanings set forth in the MOU. SKR has assigned its rights
under the MOU to its affiliate, Cedar Bay Company ("Cedar Bay"). Section 19 of
the MOU provides that the date contained in certain sections thereof may be
extended to March 16, 1998 upon the deposit with the Escrow Agent of an
additional $250,000 to be held as an increase in the Earnest Money Deposit
pursuant to the Escrow Agreement. Cedar Bay hereby requests an extension of the
time within which to purchase the Shares tendered pursuant to the Tender Offer
commenced by Cedar Bay pursuant to the MOU on January 12, 1998 so that the
expiration date (i.e., the time at which the Shares are accepted for payment) of
the Tender Offer will be 12:00 midnight, New York City, on March 27, 1998. As of
the close of trading on February 23, 1998, approximately 73% of the Shares had
been tendered. Cedar Bay will cause appropriate amendments to its Schedule 14D-1
filing to be made with the Securities and Exchange Commission (the "SEC") and
will cause a press release to be issued on Tuesday, February 24, 1998 announcing
the extension to such date. As previously arranged, we will submit the draft
amendments to your counsel beforehand for review.
If the foregoing is acceptable to Cedar, kindly sign a copy hereof
where indicated below and return it to us at your earliest opportunity by mail
with copies by facsimile to us and to our counsel. Upon receipt thereof (by
facsimile), we will (i) transfer to an account designated by you an additional
$250,000 as an increase in the Earnest Money Deposit pursuant to Section 19 of
the MOU, and (ii) consent to the transfer of the $750,000 currently held as an
Earnest Money Deposit by the Escrow Agent, pursuant to the terms of the Escrow
Agreement, to an account designated by Cedar; provided, however, that the
aggregate of such $1,000,000 Earnest Money Deposit, together with interest and
other amounts earned thereon, if any, be returned to SKR if (i) the Tender Offer
is not consummated on March 27, 1998 solely as a result of a failure of the
Tender Offer Conditions or (ii) the occurrence of a Repayment Event specified in
Sections 2(ii), 2(iv), 2(v) or 2(vi) of the MOU. All other Repayment Events
specified in Section 2 of the MOU are hereby deleted and shall be of no further
force or effect. Cedar agrees that upon receipt
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of written confirmation from The Bank of New York (the depository bank/paying
agent for the Tender Offer) of immediately available funds being deposited with
The Bank of New York in an amount sufficient to pay the purchase price of all
Shares validly tendered pursuant to the Tender Offer, less $1,000,000, Cedar
will wire transfer the $1,000,000 Earnest Money Deposit to The Bank of New York
to be used to purchase the Shares. In addition, Cedar Bay covenants that it will
file by the close of the SEC's Washington office on Thursday February 26, 1998,
an amendment to its Schedule 14D-1 containing responses to all issues expressly
raised by the SEC to date, including the disclosure of certain financial
statements. In the event that such filing is not timely made, the MOU shall
terminate and Cedar shall be entitled to retain the entire $1,000,000 Earnest
Money Deposit and all interest earned thereon. No assurance can be given by
Cedar Bay or SKR that the SEC will not raise additional comments on such
responses. Except as otherwise set forth herein, all other terms and conditions
of the MOU shall remain in full force and effect. This agreement shall become
effective upon receipt by Cedar of the aggregate of the $1,000,000 Earnest Money
Deposit and the execution and delivery of this agreement by all parties hereto.
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ACKNOWLEDGED AND AGREED: Yours very truly,
Cedar Bay Company, as assignee
CEDAR INCOME FUND, LTD. of SKR Management Corp.
By: /s/ Alan F. Fletcher By: /s/ Leo S. Ullman
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Name: Alan F. Fletcher Leo S. Ullman, CEO
Title: Vice President and Treasurer
SKR MANAGEMENT CORP.
By: /s/ Leo S. Ullman
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Leo S. Ullman, President
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FOR IMMEDIATE RELEASE CONTACT: Alan Fletcher
Vice President and Treasurer
Cedar Income Fund, Ltd.
(319) 398-8895
TENDER OFFER FOR CEDAR INCOME FUND, LTD. EXTENDED
CEDAR RAPIDS, IOWA -- February 26, 1998 -- Cedar Income Fund, Ltd. (the
"Company"), announced today that it has entered into a letter agreement dated
February 24, 1998 (the "Letter Agreement"), with Cedar Bay Company (the
"Bidder") and SKR Management Corp. ("SKR"). SKR and the Company have previously
entered into a Memorandum of Understanding (the "Memorandum of Understanding"),
dated as of December 5, 1997, pursuant to which the Bidder commenced, on
January 12, 1998, a tender offer (the "Offer") to purchase all of the
outstanding shares of common stock of the Company for $7.00 per share in cash.
Pursuant to the Letter Agreement, the Company has agreed to the extension of the
Offer by the Bidder until 12:00 Midnight, New York City time, on March 27, 1998.
The Bidder requested the extension "in order to finalize financing
arrangements."SKR has deposited with the Company an additional $250,000 to be
held as an increase in the current earnest money deposit of $750,000. The
parties have additionally agreed to certain amendments to the Memorandum of
Understanding relating to the return of the earnest money deposit.
