SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13E-4
(Amendment No. 1)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AVESIS INCORPORATED
-------------------
(Name of the Issuer)
AVESIS INCORPORATED
-------------------
(Name of Person Filing Statement)
Class A, Nonvoting Cumulative Convertible Preferred Stock, Series 2
-------------------------------------------------------------------
(Title of Class of Securities)
053650-20-6
-----------
(CUSIP Number of Class of Securities)
Mr. Joel H. Alperstein
Treasurer
Avesis Incorporated
3724 North Third Street
Suite 300
Phoenix, Arizona 85012
(602) 241-3400
with copies to
Walter J. Skipper, Esq.
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
(414) 277-5119
- --------------------------------------------------------------------------------
(Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Person Filing Statements.)
April 23, 1998
- --------------------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee:
Transaction Value $727,837.50 Amount of Fee $146*
*Paid with the filing of the Schedule 13E-4 on April 27, 1998.
<PAGE>
This Amendment No. 1 to Schedule 13E-4 Issuer Tender Offer Statement is
being filed by Avesis Incorporated. Avesis Incorporated is the issuer of the
class of securities which is the subject of the Schedule 13E-4 transaction. A
copy of the Offer to Exchange was previously filed as an Exhibit hereto. The
information contained in the Offer to Exchange is incorporated by reference in
answer to the items of this Issuer Tender Offer Statement and the Cross
Reference Sheet set forth below shows the location in the Offer To Exchange of
the information required to be included in response to the items of this Issuer
Tender Offer Statement. The information contained in the Offer to Exchange,
including all exhibits and annexes thereto, is hereby expressly incorporated by
reference and the responses to each item herein are qualified in their entirety
by reference to the information contained in the Offer to Exchange and the
exhibits and annexes thereto.
The Company also amends the conditions of the Offer as set forth on
pages 38-40 of the Offer to Exchange to provide that all conditions must be
satisfied or waived prior to the Expiration Date (as defined in the Offer to
Exchange).
Cross Reference Sheet
---------------------
(Pursuant to General Instructions to Schedule 13E-4)
<TABLE>
<CAPTION>
Schedule 13E-4 Item Number and Caption Caption in Offer to Exchange (for incorporation by
- -------------------------------------- --------------------------------------------------
reference)
----------
<S> <C>
1. Security and Issuer
(a) Name of issuer and address of principal executive "The Company"
office.
(b) State exact title and amount of securities "Intention of Directors and Executive Officers,"
outstanding of the class of security being sought "The Exchange Offer," and "Description of Capital
as of the most recent practicable date; the exact Stock"
amount of such securities being sought and the
consideration being offered therefor; whether any
such securities are to be purchased from any
officer, director or affiliate of the issuer, and
the details of each such transaction.
(c) Identify the principal market in which such "Market and Trading Information"
securities are being traded and, if the principal
market is an exchange, state the high and low
sales prices for such securities as reported in
the consolidated transaction reporting system or,
if not so reported, on such principal exchange for
each quarterly period during the last two years.
If the principal market is not an exchange, state
the range of high and low bid quotations for each
quarterly period during the past two years, the
source of such quotations, and if there is
currently no established trading market for such
securities (excluding limited or sporadic) furnish
a statement to that effect.
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C>
(d) Name and address of person filing this statement, Not applicable
if other than the issuer, and the nature of the
affiliation between such person and the issuer.
2. Source and Amount of Funds or Other Considerations
(a) State the source and total amount of funds or "The Exchange Offer" and "Description of Capital
other consideration for the purchase of the Stock"
maximum amount of securities for which the tender
offer is being made.
(b) If all or any part of such funds or other Not applicable
consideration is, or is expected to be borrowed,
directly or indirectly, for the purpose of the
tender offer:
(1) provide a summary of each such loan Not applicable
agreement or arrangement containing the
identity of the parties, the term, the
collateral, the stated and effective
interest rates, and other material terms
or conditions relative to such loan
agreement;
(2) briefly describe any plans or Not applicable
arrangements to finance or repay such
borrowings, or if no such plans or
arrangements have been made, make a
statement to that effect.
3. Purpose of the Tender Offer and Plans or
Proposals of the Issuer or Affiliate
(a) The acquisition by any person of additional "Background and Purposes of the Exchange Offer;
securities of the issuer, or the disposition of Certain Effects"
securities of the issuer.
(b) Extraordinary corporate transaction, such as a Not applicable
merger, reorganization or liquidation involving
the issuer or any of its subsidiaries.
(c) Sale or transfer of a material amount of assets of Not applicable
the issuer or any of its subsidiaries.
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C>
(d) Any change in the present board of directors or Not applicable
management of the issuer including, but not
limited to, any plans or proposals to change the
number or the term of directors, to fill any
existing vacancy on the board or to change any
material term of the employment contract of any
executive officer.
(e) Any material change in dividend rate or policy, or "Background and Purposes of the Exchange Offer;
indebtedness or capitalization of the issuer. Certain Effects"
(f) Any other material change in the issuer's "Background and Purposes of the Exchange Offer;
corporate structure or business, including, if the Certain Effects; Description of Capital Stock and
issuer is a registered closed-end investment Certificate of Designation attached as Annex A"
company, any plans or proposals to make any
changes in its investment policy for which a vote
would be required by Section 13 of the Investment
Company Act of 1940.
(g) Change in the issuer's charter, bylaws or "Background and Purposes of the Exchange Offer;
instruments corresponding thereto or other actions Certain Effects; Description of Capital Stock; and
which may impede the acquisition of control of the Certificate of Designation attached as Annex A"
issuer by any person.
(h) Causing a class of equity security of the issuer Not applicable as described in "Market and Trading
to be delisted from a national securities exchange Information"
or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association.
(i) A class of equity security of the issuer becoming "Certain Effects on Non-Tendering Holders"
eligible for termination of registration pursuant
to Section 12(g)(4) of the Act.
(j) Suspension of the issuer's obligation to file Not applicable
reports pursuant to Section 15(d) of the Act.
4. Interest in Securities of the Issuer "Management"
5. Contracts, Arrangements, Understandings or Relationships "Management"
with Respect to the Issuer's Securities
6. Persons Retained, Employed or to Be Compensated "Management"
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C>
7. Financial Information
(a) Material financial data
(1) Audited financial statements for the two "1997 Form 10-KSB" attached as Annex B
fiscal years required to be filed with
the issuer's most recent annual report
under Sections 13 and 15(d) of the Act.
(2) Unaudited balance sheets and comparative "Business--Proforma Financial Statements"
year-to-date income statements and
statements of cash flows and related
earnings per share amounts required to be
included in the issuer's most recent
quarterly report filed pursuant to the
Act.
(3) Ratio of earnings to fixed charges for Not applicable
the two most recent fiscal years and the
interim periods provided under Item
7(a)(2).
(4) Book value per share as of the most "Business--Proforma Financial Statements"
recent fiscal year end and as of the date
of the latest interim balance sheet
provided under Item 7(a)(2).
(b) Pro forma data disclosing the effect of the tender
offer on:
(1) Issuer's balance sheet as of the most "Business-- Proforma Financial Statements"
recent fiscal year end and the latest
interim balance sheet provided under Item
7(a)(2).
(2) Issuer's statement of income, earnings "Business--Proforma Financial Statements"
per share amounts, and ratio of earnings
to fixed charges for the most recent
fiscal year and the latest interim period
provided under Item 7(a)(2).
(3) Issuer's book value per share as of the "Business--Proforma Financial Statements"
most recent fiscal year end and as of the
latest interim balance sheet date
provided under Item 7(a)(2).
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C>
8. Additional Information
(a) Any present or proposed contracts, arrangements, Not applicable
understandings or relationships between the issuer
and its executive officers, directors or
affiliates (other than any contract, arrangement
or understanding required to be disclosed pursuant
to Item 5 of this Schedule).
(b) Applicable regulatory requirements which must be Not applicable
complied with or approvals which must be obtained
in connection with the tender offer.
(c) Applicability of the margin requirements of Not applicable
Section 7 of the Act and the regulations
promulgated thereunder.
(d) Material pending legal proceedings relating to the Not applicable
tender offer, including the name and location of
the court or agency in which the proceedings are
pending, the date instituted, the principal
parties thereto and a brief summary of the
proceedings and the relief sought.
(e) Additional material information, if any as may be Not applicable
necessary to make the required statements, in
light of the circumstances under which they are
made, not materially misleading.
9. Material to be Filed as Exhibits
(a) (1) Offer to Exchange, dated April 23, 1998.*
(2) Cover letter to Shareholders, dated April
23, 1998.*
(3) Letter of Transmittal.*
(4) Notice of Guaranteed Delivery.*
(5) Letter to Clients.*
(6) Letter to Broker, Dealers, Commercial
Banks, Trust Companies, and Other
Nominees*
(7) Letter to Holders of the Series 2 Shares
dated May 18, 1998.
* Previously filed
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C>
(b) Any loan agreement referred to in Item 2 of this Not applicable
Schedule.
(c) Any document, setting forth the terms of any Not applicable
contract, arrangements, understandings or
relationships referred to in Items 5 or 8(a) of
this Schedule.
(d) Any written opinion prepared by legal counsel at Not applicable
the request of the person filing this statement
and communicated to such person pertaining to the
tax consequences of the tender offer.
(e) In an exchange offer where securities of the Not applicable
issuer have been or are to be registered under the
Securities Act of 1933, any prospectus filed with
the Commission in connection with the registration
statement.
(f) If any oral solicitation of security holders is to Not applicable
be made by or on behalf of the person filing this
statement, any written instruction, form or other
material which is furnished to the persons making
the actual oral solicitation for their use,
directly or indirectly, in connection with the
tender offer.
</TABLE>
-7-
<PAGE>
SIGNATURES
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 18, 1998.
AVESIS INCORPORATED
BY: /s/ Joel H. Alperstein
-------------------------------------
Joel H. Alperstein, Treasurer
-8-
[AVESIS INCORPORATED LETTERHEAD]
May 18, 1998
To Holders of Avesis Incorporated Class A, Nonvoting Cumulative Convertible
Preferred Stock, Series 2 ("Series 2 Shares")
Introduction
As we approach the Exchange Offer May 27, 1998 expiration date and in
addition to the information set forth in the Offer to Exchange, dated April 23,
1998, and the Letter of Transmittal, holders of Avesis Incorporated (the
"Company") Series 2 Shares should carefully consider the following information
in deciding whether to tender Series 2 Shares for shares of Class A, Senior
Nonvoting Cumulative Convertible Preferred Stock, Series A ("Series A Shares")
on the terms and subject to the conditions set forth in the Offer to Exchange,
the related Letter of Transmittal, and this supplemental letter (collectively
the "Exchange Offer").
The Company invites its shareholders to exchange Series 2 Shares for
Series A Shares on a share-for-share basis. As described in the Offer to
Exchange, the Series A Shares have more favorable convertibility terms (i.e.
convertible into 10 shares of Common Stock), senior liquidation rights and
senior dividend rights (with an annual dividend of $.3375) as compared to the
Series 2 Shares. Please review the Offer to Exchange which describes and
contrasts the features of Series A Shares and Series 2 Shares.
Expiration Date
The Exchange Offer is set to expire at 5:00 p.m. New York time on May
27, 1998, unless extended by the Company. All tenders must be received prior to
the Expiration Date.
Securities Law Consideration
The Exchange Offer is being made by the Company in reliance on the
exemption from registration requirements of the Securities Act of 1933, as
amended ("Securities Act"), afforded by Section 3(a)(9) thereof and under
certain state law exemptions. The Exchange Offer is being made to all holders of
Series 2 Shares in the states of Arizona, California, Colorado, Connecticut,
Florida, Georgia, Indiana, Maryland, New Jersey, New York, Tennessee and
Virginia. These are all the states where a holder of Series 2 Shares is
<PAGE>
known by the Company to reside. The Company is not aware of any state where a
shareholder resides and the making of the Exchange Offer is prohibited by
administrative or judicial action pursuant to a valid state statute. If the
Company becomes aware of any valid state statute prohibiting the making of an
Exchange Offer or a shareholder residing in any state other than listed above,
the Company will make a good faith effort to comply with such statutes and
regulations. If, after such good faith effort, the Company cannot comply with
such statute, the Exchange Offer will not be made to nor will tenders be
accepted from or on behalf of holders of Series 2 Shares in such state.
Withdrawal Date
Withdrawal rights as described in the Offer to Exchange would be
available after June 19, 1998.
How to Tender
If holding Series 2 Shares registered with the Company, a holder
electing to tender Series 2 Shares in the Exchange Offer should either (a)
complete the Letter of Transmittal and mail or deliver the Letter of Transmittal
with the stock certificates representing the tendered Series 2 Shares and any
other required documents to the Exchange Agent at the address set forth on the
cover page of the Letter of Transmittal, or (b) effect a tender of Series 2
Shares pursuant to the procedures for book-entry transfer as set forth under
"The Exchange Offer--How to Tender in the Exchange Offer." If your Series 2
Shares are held with a broker or commercial bank, you can only tender by
requesting your broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for you. Holders will not be obligated to pay the
Company any brokerage commissions in connection with the Exchange Offer.
Facsimile copies of the Letter of Transmittal will be accepted from
Eligible Institutions (as defined in the Offer to Exchange). The Letter of
Transmittal and certificates for Shares and any other required documents should
be sent or delivered by each shareholder or his or her broker, dealer,
commercial bank, trust company or nominee to the Depository (as defined in the
Exchange Offer) at one of its addresses set forth below.
2
<PAGE>
The Depository for the Exchange Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
<TABLE>
<CAPTION>
By Mail: Facsimile Transmission: By Hand:
(for Eligible Institutions Only)
<S> <C> <C>
Continental Stock Transfer (212) 509-5150 Continental Stock Transfer
& Trust Company Confirm by Telephone: & Trust Company
2 Broadway (212) 509-4000, ext. 235 2 Broadway, 19th Floor
New York, NY 10004 New York, NY 10004
Attn: Reorganization Department Attn: Reorganization Department
</TABLE>
* * * * *
If you have any questions, please call Joel Alperstein, Treasurer, at
1-800-522-0258, Extension 204.
Sincerely,
Kenneth L. Blum, Sr.
3
