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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
(Final Amendment)
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
COMMERCIAL ASSETS, INC.
(Name of the Issuer)
AMERICAN LAND LEASE, INC.
Terry Considine
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
045 417102
(CUSIP Number of Class of Securities)
TERRY CONSIDINE
CHIEF EXECUTIVE OFFICER
AMERICAN LAND LEASE, INC.
3410 SOUTH GALENA STREET, SUITE 210
DENVER, COLORADO 80231
(303) 614-9410
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing Statement)
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Copies to:
MICHAEL V. GISSER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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.
(c)[ ] A tender offer.
(d)[ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
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This Amendment No. 5 (the "Final Amendment") is the Final Amendment to
the Rule 13e-3 Transaction Statement (the "Transaction Statement") made by
American Land Lease, Inc. ("American Land Lease"), a Delaware Corporation
(formerly named Asset Investors Corporation), Commercial Assets, Inc., a
Delaware corporation ("Commercial Assets"), and Terry Considine, an individual.
This Final Amendment amends the Transaction Statement filed by such
parties with the Securities and Exchange Commission on March 9, 2000, April 25,
2000, May 26, 2000, June 6, 2000 and June 13, 2000. All information set forth
herein should be read in conjunction with the information contained or
incorporated by reference in the Transaction Statement as previously amended.
This Final Amendment is filed pursuant to Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended, to report the
consummation of the merger (the "Merger") of Commercial Assets with and into
American Land Lease, as contemplated by the Second Amended Agreement and Plan of
Merger, dated as of June 2, 2000 by and between Commercial Assets, Inc. and
Asset Investors Corporation (the "Merger Agreement").
On August 1, 2000, stockholders of both Commercial Assets and American
Land Lease approved and adopted the Merger Agreement and the transactions
contemplated by the Merger Agreement.
On August 11, 2000, the Merger became effective by filing the
Certificate of Merger with the State of Delaware. Following the Merger, former
holders of Commercial Assets common stock received .4075 shares of the common
stock of American Land Lease or $5.75 in cash, subject to proration, for each
share of Commercial Assets common stock, according to each stockholder's
election. Under the terms of the Merger Agreement, no more than 3,549,868 shares
of Commercial Assets common stock could be exchanged for cash. Holders of
5,073,144 shares of Commercial Assets common stock elected to receive cash for
their shares. Thus, stockholders that elected to receive cash received $5.75 in
cash per share for 70% of their shares electing cash and .4075 shares of
American Land Lease common stock for each of their remaining shares of
Commercial Assets common stock. The source of cash used to fund the $20,411,741
total cash consideration paid to former Commercial Assets stockholders was the
existing cash funds and short-term investments of Commercial Assets. As a result
of the Merger, American Land Lease issued a total of 1,664,856 shares of its
common stock to former holders of Commercial Assets common stock (other than
American Land Lease).
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SIGNATURES
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.
AMERICAN LAND LEASE, INC.
By: /s/ TERRY CONSIDINE
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Name: Terry Considine
Title: Chief Executive Officer
/s/ TERRY CONSIDINE
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Terry Considine
Dated: October 12, 2000
