<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 1 TO SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Sea Pines Associates, Inc.
(Name of Issuer)
Sea Pines Associates, Inc.
Sea Pines Associates Trust I
(Name of Person(s) Filing Statement)
Series A Preferred Stock
($0.722 Dividend Rate / $7.60 Liquidation Preference and Redemption Price)
(Title of Class of Securities)
811412204
(CUSIP Number of Class of Securities)
Michael E. Lawrence Copy to:
Chief Executive Officer John W. Currie
Sea Pines Associates, Inc. McNair Law Firm, P.A.
32 Greenwood Drive Post Office Box 11390
Hilton Head Island, South Carolina 29928 Columbia, South Carolina 29211
(843) 785-3333 (803) 799-9800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person(s) Filing Statement)
December 22, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$7,218,000(1) $1,443.60(2)
(1) This amount is based upon the exchange of each outstanding share of
Series A Cumulative Preferred Stock for either 2.5 shares of Sea Pines
Associates, Inc. common stock, without par value, or one 9.5% Trust
Preferred Security (liquidation amount of $7.60 per security) of Sea
Pines Associates Trust I. Currently there are 1,228,350 shares of
Series A Cumulative Preferred Stock outstanding.
(2) Such a fee comprises one-fiftieth of one percent of the aggregate
amount of $7,218,000, the book value of the outstanding shares of
Series A Cumulative Preferred Stock as of October 31, 1999.
<PAGE> 2
[X] 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: $1,443.60
Form or Registration No.: Schedule 13E-4
Filing Party: Sea Pines Associates, Inc.
Sea Pines Associates Trust I
Date Filed: December 22, 1999
AMENDMENT NO. 1 TO ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1, dated February 3, 2000, supplements and amends
the Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement")
filed with the Securities and Exchange Commission on December 22, 1999 by Sea
Pines Associates, Inc. (the "Company") and Sea Pines Associates Trust I (the
"Trust"), regarding the offer by the Company and the Trust to exchange each
share of the Company's outstanding Series A Cumulative Preferred Stock ($0.722
Dividend Rate / $7.60 Liquidation Preference and Redemption Price) ("Series A
Preferred Stock"), for either 2.5 shares of the Company's common stock, without
par value ("Common Stock"), or one 9.5% Trust Preferred Security (Liquidation
Amount of $7.60 per Trust Preferred Security) of the Trust upon the terms and
subject to the conditions set forth in the Exchange Offer dated December 21,
1999 (the "Exchange Offer") and in the related Letter of Transmittal (the
"Letter of Transmittal"). Capitalized terms not defined herein shall have the
same meaning as in the Original Statement. A copy of the Exchange Offer and the
Letter of Transmittal (which together constitute the "Offer") were included as
exhibits to and incorporated by reference in the Original Statement.
Under the original terms of the Offer, the Offer was to expire at 12:00
midnight, Eastern Standard Time, on January 31, 2000. In a Press Release dated
February 2, 2000, the Company and the Trust announced their intention to extend
the Expiration Date of the Offer to 12:00 midnight, Eastern Standard Time, on
February 15, 2000.
This Amendment constitutes the first amendment to the Original
Statement in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended, and General Instruction E to Schedule 13E-4. This Amendment
supplements and amends the Original Statement to change the date on the cover
page naming the date on which the Offer was first published, sent or given to
security holders from December 21, 1999 to the correct date,
2
<PAGE> 3
December 22, 1999, and to amend the Offer to extend the Expiration Date of the
Offer to February 15, 2000. The Company's February 2, 2000 Press Release is
attached hereto as Exhibit (a)(10).
Only those items of the Original Statement that are amended and
supplemented hereby are included herein.
Item 9. Material to be Filed as Exhibits.
The response to Item 9 of the Schedule 13E-4 is hereby supplemented and
amended as follows:
(a)(10) Press Release by the Company dated February 2, 2000
SIGNATURE
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: February 3, 2000
SEA PINES ASSOCIATES, INC.
By: /s/ Michael E. Lawrence
---------------------------------
Michael E. Lawrence
Its: Chief Executive Officer
SEA PINES ASSOCIATES TRUST I
By: /s/ Michael E. Lawrence
---------------------------------
Michael E. Lawrence
Its: Administrative Trustee
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
9.(a)(10) Press Release by the Company dated February 2, 2000
3
<PAGE> 1
Sea Pines NewsRelease
FOR MORE INFORMATION, CONTACT:
Steve Birdwell, Chief Financial Officer
Sea Pines Company, Inc.
(843) 842-1824
FOR IMMEDIATE RELEASE
SEA PINES EXTENDS EXCHANGE OFFER
HILTON HEAD ISLAND, SC, February 2, 2000 - The Board of Directors of Sea Pines
Associates, Inc. has extended the expiration date of its December 1999 Exchange
Offer to 12:00 midnight, eastern standard time, on February 15, 2000. The terms
and conditions of the offer will remain the same which allows shareholders of
the Company's Series A Preferred Stock to exchange their shares for either 2 1/2
shares of the Company's Common Stock or a 9.5% Trust Preferred Security to be
issued by Sea Pines Associates Trust I.
Commenting on the Exchange Offer, Mike Lawrence, Chief Executive Officer stated
"We have received a good response from our shareholders with over 74% electing
one of the two alternatives included in the Exchange Offer. The Board has
extended the offer two weeks to allow the remaining shareholders who want to
participate additional time. We are pleased with the positive response and we
look forward to completing this transaction in February."
For additional information regarding the Exchange Offer, please call (843)
842-1824.
# # #
This press release contains forward-looking statements relating to certain
matters, which reflect management's best judgement, based on factors currently
known and involve risks and uncertainties. Actual results could differ
materially from the anticipated results or expectations expressed in the
Company's forward-looking statements. Forward-looking information provided by
the Company pursuant to the safe harbor established under the Private Securities
Litigation Reform Act of 1995 should be evaluated in the context of these
factors which are contained in the Company's Securities and Exchange Commission
("SEC") filings, including its periodic reports filed under the Securities
Exchange Act of 1934, as amended. Copies of these filings are available upon
request from the Company. In addition, the Company disclaims any intent or
obligation to update these forward-looking statements.
