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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 2 TO SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(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 Cumulative 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. As of December 22, 1999, there were 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,
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the book value of the outstanding shares of Series A Cumulative
Preferred Stock as of October 31, 1999.
[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. 2 TO ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2, dated February 25, 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) ("Trust 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. On February 4, 2000, the Company and the Trust filed
Amendment No. 1 to the Original Statement to supplement and amend 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, 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 was included as an exhibit
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to Amendment No. 1.
This Amendment constitutes the final amendment to the Original
Statement in accordance with Rule 13e-4(c)(3) under the Securities Exchange Act
of 1934, as amended, and General Instructions D and E to Schedule 13E-4. The
February 16, 2000 Press Release is attached hereto as Exhibit (a)(11).
Only those items of the Original Statement that are amended and
supplemented hereby are included herein.
Item 8. Additional Information.
The response to Item 8 of the Schedule 13E-4 is hereby supplemented and
amended to add the following information:
The Offer expired at 12:00 midnight, Eastern Standard Time, on February
15, 2000. As of such time, a total of 1,007,450 shares of Series A Preferred
Stock were properly tendered pursuant to the Offer. Of the shares tendered,
681,150 were exchanged for shares of Common Stock and 326,300 were exchanged for
Trust Securities. By Press Release dated February 16, 2000, the Company and the
Trust announced that the Offer had terminated February 15, 2000, as scheduled,
and provided the final results of the Offer.
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)(11) Press Release by the Company dated February 16, 2000
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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 25, 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)(11) Press Release by the Company dated February 16, 2000
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Sea Pines NEWS RELEASE
FOR MORE INFORMATION, CONTACT:
Steve Birdwell, Chief Financial Officer
Sea Pines Company, Inc.
(843) 842-1824
FOR IMMEDIATE RELEASE
SEA PINES COMPLETES
STOCK EXCHANGE OFFER
HILTON HEAD ISLAND, SC, February 16, 2000 - Sea Pines Associates, Inc. has
completed its Exchange Offer, which was first announced in December 1999. The
Exchange Offer allowed shareholders of the Company's Series A Preferred Stock to
exchange each preferred share for either 2 1/2 shares of the Company's Common
Stock or a new 9.5 % Trust Preferred Security to be issued by Sea Pines
Associates Trust I. Holders of approximately 56 % of the Company's Series A
Preferred Stock have directed that their preferred shares be exchanged for
Common Stock. Holders of approximately 26 % of the Series A Preferred Stock have
elected to exchange their existing preferred shares for the new Trust Preferred
Security. No exchange instructions were received regarding the remaining 18 % of
Series A Preferred Stock. The Company has previously reported that it intends to
redeem any remaining preferred shares later this year. The Company expects to
close the Exchange Offer and issue the new share certificates to its
shareholders before the end of February.
Commenting on the Exchange Offer, Mike Lawrence, Chief Executive Officer,
stated, "We are pleased with the outcome of the Exchange Offer and the positive
response from our shareholders. This transaction improves the Company's capital
structure by shifting
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greater value to the Company's Common Stock, and increases its annual cash flow
by nearly $600,000."
# # #
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.
