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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
RULE 13-E TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
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(Name of the Issuer)
GZA GeoEnvironmental Technologies, Inc.
William R. Beloff
M. Joseph Celi
Lawrence Feldman
William E. Hadge
Joseph P. Hehir
Futureco Environmental, Inc.
GeoEnvironmental Acquisition, Inc.
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(Names of the Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
362386104
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(CUSIP Number of Class of Securities)
Andrew P. Pajak, President William R. Beloff, President
GZA GeoEnvironmental Technologies, Inc. Futureco Environmental, Inc.
320 Needham Street 9 Bridie Lane
Newton Upper Falls, MA 02464 Norfolk, MA 02056
with copies to:
Robert W. Sweet, Jr., Esq. Jane V. Hawkes, Esq.
Foley, Hoag & Eliot LLP Bowditch & Dewey, LLP
One Post Office Square 311 Main Street
Boston, MA 02109 Worcester, MA 01608
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
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. [ ] The filing of a registration statement under the Securities Act of 1933.
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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. [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [ ]
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
$28,251,148.30 $5,650.22
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*For purposes of calculating the filing fee only. Determined by (1) multiplying
4,205,122 shares of common stock, par value $.01 per share, of GZA
GeoEnvironmental Technologies, Inc. by $6.40 per share, and (2) adding thereto
$1,338,367.50 expected to be paid to certain persons holding options to acquire
shares of common stock in consideration of cancellation of those options
(assuming an aggregate of 524,850 options are cancelled in exchange for cash in
the transaction).
**The amount of the filing fee calculated in accordance with Exchange Act Rule
0-11 equals 1/50th of 1% of the value of the securities proposed to be acquired.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1l(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 $5,650.22
Filing party: GZA GeoEnvironmental Technologies, Inc.
Form or registration no.: Schedule 14A
Date filed: September 19, 2000
INTRODUCTION
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 is
being filed by:
(1) GZA GeoEnvironmental Technologies, Inc., a Delaware corporation ("GZA"), the
issuer of the equity securities which are the subject of a Rule 13e-3
transaction,
(2) William R. Beloff , M. Joseph Celi, Lawrence Feldman, William E. Hadge and
Joseph P. Hehir, each an individual, executive officer and stockholder of GZA
(such individuals collectively, the "five executives"),
(3) GeoEnvironmental Acquisition, Inc., a Delaware corporation, and
(4) Futureco Environmental, Inc., a Delaware corporation and sole stockholder of
GeoEnvironmental Acquisition, Inc.
(GZA, the five executives, Futureco Environmental, Inc. and GeoEnvironmental
Acquisition, Inc. are collectively referred to as the "Filing Persons").
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Pursuant to an Agreement and Plan of Merger, dated as of August 16, 2000,
GeoEnvironmental Acquisition, Inc. will merge into GZA.
In the merger, each issued and outstanding share of GZA common stock will be
cancelled and automatically converted into the right to receive $6.40 in cash,
without interest or any other payment thereon, with the following exceptions:
shares held by Futureco Environmental, Inc. or by GeoEnvironmental Acquisition,
Inc. will remain outstanding; treasury shares and shares owned by any of GZA's
subsidiaries will be canceled; and shares held by dissenting stockholders will
be subject to appraisal in accordance with Delaware law. Upon completion of the
merger, Futureco Environmental, Inc. will own 100% of GZA.
Concurrently with the filing of this Schedule 13E-3, GZA is filing its
preliminary proxy statement pursuant to which the stockholders of GZA will be
given notice of the merger. The cross reference sheet below is being supplied
pursuant to General Instruction F to Schedule 13E-3 and shows the location in
the proxy statement of the information required to be included in response to
the items of this Schedule 13E-3. The information set forth in the proxy
statement, including all schedules, exhibits, appendices and annexes thereto, is
hereby expressly incorporated herein by reference and the responses to each item
in this Schedule 13E-3 are qualified in their entirety by the information
contained in the proxy statement and the schedules, exhibits, appendices and
annexes thereto.
The filing of this Schedule 13E-3 shall not be construed as an admission by any
Filing Person or by any affiliate of a Filing Person, that GZA is "controlled"
by the five executives, GeoEnvironmental Acquisition, Inc., or Futureco
Environmental, Inc. or that any of the five executives, GeoEnvironmental
Acquisition, Inc., or Futureco Environmental, Inc. is an "affiliate" of GZA
within the meaning of Rule 13e-3 under Section13(e) of the Securities Exchange
Act of 1934, as amended.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections entitled "SUMMARY TERM SHEET" and
"QUESTIONS AND ANSWERS ABOUT THE MERGER" of the proxy statement is incorporated
herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information contained in the section entitled
"SUMMARY--The Companies" in the proxy statement is incorporated herein by
reference.
(b) SECURITIES. The information contained in the section entitled "THE SPECIAL
MEETING--Date; Time; Place and Record Date of the Special Meeting" in the proxy
statement is incorporated herein by reference.
(c) TRADING MARKET AND PRICE. The information contained in the section entitled
"PRICE RANGE OF COMMON STOCK" in the proxy statement is incorporated herein by
reference.
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(d) DIVIDENDS. The information contained in the section entitled "DIVIDENDS" in
the proxy statement is incorporated herein by reference.
(e) PRIOR PUBLIC OFFERINGS. None.
(f) PRIOR STOCK PURCHASES. The information contained in the section entitled
"COMMON STOCK PURCHASE INFORMATION" of the proxy statement is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a)-(c) NAME AND ADDRESS; BUSINESS AND BACKGROUND OF ENTITIES; BUSINESS AND
BACKGROUND OF NATURAL PERSONS. The information contained in the sections
entitled "SUMMARY--The Companies," "PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP
OF MANAGEMENT AND OTHERS," "INFORMATION ABOUT FUTURECO" and "DIRECTORS AND
EXECUTIVE OFFICERS OF GZA" in the proxy statement is incorporated herein by
reference.
In addition, Lawrence Feldman, a shareholder of Futureco, is a Senior Principal
of the Company and has served as Manager of GZA GeoEnvironmental Technologies,
Inc.'s Worcester office since 1993. Dr. Feldman also served as a former Director
of the Company from 1995 to 1998. Dr. Feldman joined the Company in 1980.
During the last five years, to the best knowledge of GZA, none of GZA's current
directors or executive officers has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
of such laws. All current GZA directors and executive officers are U.S.
citizens.
Under a potential interpretation of the rules governing "going private"
transactions, one or more of Futureco Environmental, Inc., GeoEnvironmental
Acquisition, Inc. and the five executives may be deemed to be an affiliate of
the Company.
During the last five years, none of the filing parties has been convicted in a
criminal proceeding (excluding, in the case of individuals, traffic violations
or similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) TENDER OFFERS. Not applicable.
(a)(2)(i) TRANSACTION DESCRIPTION. The information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY" and
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"THE MERGER AGREEMENT" in the proxy statement is incorporated herein by
reference.
(a)(2)(ii) CONSIDERATION. The information contained in the sections entitled
"THE MERGER AGREEMENT--Effect on Capital Stock" in the proxy statement is
incorporated herein by reference.
(a)(2)(iii) REASONS FOR TRANSACTION. The information contained in the sections
entitled "SPECIAL FACTORS--Background of the Merger," "--Recommendations of the
Special Committee and Board of Directors; Fairness of the Merger" and "--Purpose
and Structure of the Merger" in the proxy statement is incorporated herein by
reference.
(a)(2)(iv) VOTE REQUIRED FOR APPROVAL. The information contained in the
section entitled "THE SPECIAL MEETING--Voting Information" in the proxy
statement is incorporated herein by reference.
(a)(2)(v) DIFFERENCES IN THE RIGHTS OF SECURITY HOLDERS. The information
contained in the sections entitled " THE MERGER AGREEMENT--Effect on Capital
Stock "SPECIAL FACTORS--Interests of Certain GZA Directors, Officers and
Stockholders in the Merger" and "--Effects of the Merger" in the proxy statement
is incorporated herein by reference.
(a)(2)(vi) ACCOUNTING TREATMENT. The information contained in the sections
entitled "SPECIAL FACTORS--Accounting Treatment of the Merger" in the proxy
statement is incorporated herein by reference.
(a)(2)(vii) INCOME TAX CONSEQUENCES. The information contained in the section
entitled "SPECIAL FACTORS--Material Federal Income Tax Consequences to
Stockholders" in the proxy statement is incorporated herein by reference.
(c) DIFFERENT TERMS. The information contained in the section entitled "SPECIAL
FACTORS--Interests of Certain GZA Directors, Officers and Stockholders in the
Merger" in the proxy statement is incorporated herein by reference.
(d) APPRAISAL RIGHTS. The information contained in the section entitled "SPECIAL
FACTORS--Dissenters' Rights of Appraisal" in the proxy statement is incorporated
herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The filing parties have made
no provisions in connection with the merger to grant unaffiliated security
holders access to the corporate files of any filing party or to obtain counsel
or appraisal services at the expense of any filing party.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. The information contained in the section entitled "SPECIAL
FACTORS--Background of the Merger" in the proxy statement is incorporated by
reference.
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(b)-(c) SIGNIFICANT CORPORATE EVENTS; NEGOTIATIONS OR CONTACTS. The information
contained in the sections entitled "SPECIAL FACTORS--Background of the Merger, "
"--Purpose and Structure of the Merger" and "--Interests of Certain GZA
Directors, Officers and Stockholders in the Merger" in the proxy statement is
incorporated herein by reference.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information
contained in the sections entitled "SPECIAL FACTORS--Background of the Merger,"
"--Interests of Certain GZA Directors, Officers and Stockholders in the Merger,"
"--Effects of the Merger," "THE MERGER AGREEMENT" and "RIGHTS AGREEMENT" in the
proxy statement is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information contained in the sections
entitled "SUMMARY," "SPECIAL FACTORS--Effects of the Merger" and "THE MERGER
AGREEMENT" in the proxy statement is incorporated herein by reference.
(c) PLANS. The information contained in the sections entitled "SUMMARY,"
"SPECIAL FACTORS--Purpose and Structure of the Merger," "--Effects of the
Merger," "--Interests of Certain GZA Directors, Officers and Stockholders in the
Merger" and "DIVIDENDS" in the proxy statement is incorporated herein by
reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (c) PURPOSES; REASONS. The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS--Background of the
Merger," "--Recommendations of the Special Committee and Board of Directors;
Fairness of the Merger" and "--Purpose and Structure of the Merger" in the proxy
statement is incorporated herein by reference.
(b) ALTERNATIVES. The information contained in the sections entitled
"SUMMARY--What Happens if GZA Receives a Better Offer," "SPECIAL
FACTORS--Background of the Merger" and "--Risk that the Merger will not be
Completed" in the proxy statement is incorporated herein by reference.
(d) EFFECTS. The information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SUMMARY," "SPECIAL FACTORS --PURPOSE AND STRUCTURE
OF THE MERGER," "--Effects of the Merger," "--Interests of Certain GZA
Directors, Officers and Stockholders in the Merger," "--Accounting Treatment of
the Merger," "--Material Federal Income Tax Consequences to Stockholders,"
"--Dissenters' Rights of Appraisal," "THE MERGER AGREEMENT," "RIGHTS AGREEMENT"
and "FEES AND EXPENSES," in the proxy statement is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b) FAIRNESS; FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information
contained in the sections entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY," "THE SPECIAL MEETING--Voting Information," "SPECIAL
FACTORS--Background of the Merger," "--Recommendations of the
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Special Committee and Board of Directors; Fairness of the Merger" and "--Opinion
of Financial Advisor to the Special Committee" in the proxy statement and
Appendix B, "Opinion of Houlihan Lokey Howard & Zukin Capital" is incorporated
herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information contained in the section
entitled "THE SPECIAL MEETING--Voting Information" in the proxy statement is
incorporated herein by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information contained in the sections
entitled "SPECIAL FACTORS--Background of the Merger" and "--Recommendations of
the Special Committee and Board of Directors; Fairness of the Merger" in the
proxy statement is incorporated herein by reference.
(e) APPROVAL OF DIRECTORS. The information contained in the sections entitled
"SPECIAL FACTORS--Background of the Merger" and "--Recommendations of the
Special Committee and Board of Directors; Fairness of the Merger" in the proxy
statement is incorporated herein by reference.
(f) OTHER OFFERS. None. The information contained in the sections entitled "THE
MERGER--Background of the Merger" and "--Recommendations of the Special
Committee, Fairness of the Merger" in the proxy statement is incorporated herein
by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) REPORT, OPINION OR APPRAISAL; PREPARER AND SUMMARY OF THE REPORT;
AVAILABILITY OF DOCUMENTS. The information contained in the sections entitled
"SPECIAL FACTORS--Background of the Merger," "--Recommendations of the Special
Committee and Board of Directors; Fairness of the Merger," "--Opinion of
Financial Advisor to the Special Committee" and "WHERE YOU CAN FIND MORE
INFORMATION" in the proxy statement and Appendix B, "Opinion of Houlihan Lokey
Howard & Zukin Capital" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) SOURCE OF FUNDS; CONDITIONS; BORROWED FUNDS. The information
contained in the section entitled "SPECIAL FACTORS--Financing for the Merger" in
the proxy statement is incorporated herein by reference. Futureco Environmental,
Inc. has no alternative financing arrangements or alternative financing plans if
the primary financing is not available.
(c) EXPENSES. The information contained in the section entitled "FEES AND
EXPENSES" in the proxy statement is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information contained in the sections entitled
"COMMON STOCK PURCHASE INFORMATION" and "PRINCIPAL
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STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT AND OTHERS" in the proxy
statement is incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The information
contained in the sections entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SUMMARY," "THE SPECIAL MEETING--Voting Information" and "SPECIAL
FACTORS--Interests of Certain GZA Directors, Officers and Stockholders in the
Merger" in the proxy statement is incorporated herein by reference.
(e) RECOMMENDATIONS TO OTHERS. The information contained in the sections
entitled "SUMMARY" and "SPECIAL FACTORS-- Recommendations of the Special
Committee and Board of Directors; Fairness of the Merger" in the proxy statement
is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information contained in the section entitled
"SELECTED CONSOLIDATED FINANCIAL DATA" in the proxy statement is incorporated
herein by reference.
(b) PRO FORMA INFORMATION. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b) SOLICITATIONS OR RECOMMENDATIONS; EMPLOYEES AND CORPORATE ASSETS. The
information contained in the sections entitled "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SPECIAL FACTORS--Background of the Merger," "THE SPECIAL
MEETING--Solicitation; Revocation and Use of Proxies" and "FEES AND EXPENSES" in
the proxy statement is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. None
ITEM 16. EXHIBITS.
(a) Revised Proxy Statement in connection with Special Meeting of
Stockholders of GZA GeoEnvironmental Technologies, Inc. to be held
December 20, 2000.
*(b)(1) KeyBank Commitment Letter dated August 25, 2000.
(b)(2) Amendment dated November 1, 2000 to Commitment Letter.
*(c)(1) Opinion of Houlihan, Lokey, Howard & Zukin Capital (incorporated
herein by reference to Appendix B of the proxy statement).
(c)(2) Presentation by Houlihan Lokey to the Special Committee and the Board
of GZA on August 14, 2000.
(d)(1) Amended Agreement and Plan of Merger, dated August 16, 2000, by and
between GZA GeoEnvironmental Technologies, Inc., Futureco
Environmental, Inc. and GeoEnvironmental Acquisition, Inc.
(incorporated herein by reference to Appendix A of the proxy
statement).
*(d)(2)(a)Stock purchase agreements between Futureco and Messrs. Goldberg,
Zoino, and Ayres (incorporated by reference to the Exhibit to
Amendment No. 1, filed March 31, 2000 [accession number
0000942794-000006] the statement on Schedule 13D filed by Futureco
Environmental, Inc.) (the "Futureco 13D")
(d)(2)(b) Amendments to stock purchase agreements. (incorporated by reference to
Amendment No. 5, filed October 24, 2000, to the Futureco 13D)
*(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Appendix C of the proxy statement).
(g) Not applicable.
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* Previously filed
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned
certify that the information set forth in this amendment is true, complete and
correct.
Dated: November 3, 2000
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
By /s/ Andrew P. Pajak
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President
FUTURECO ENVIRONMENTAL, INC.
By /s/ William R. Beloff
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Title: President
GEOENVIRONMENTAL ACQUISITION, INC.
By /s/ William R. Beloff
----------------------------------------
Title: President
/s/ Joseph P. Hehir
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Joseph P. Hehir
/s/ Lawrence Feldman
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Lawrence Feldman
/s/ M. Joseph Celi
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M. Joseph Celi
/s/ William E. Hadge
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William E. Hadge
/s/ William R. Beloff
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William R. Beloff
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a) Revised Proxy Statement in connection with Special Meeting of Stockholders
of GZA GeoEnvironmental Technologies, Inc. to be held December 20, 2000.
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*(b)(1) Key Bank Commitment Letter dated August 25, 2000.
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(b)(2) Amendment dated November 1, 2000 to Commitment Letter.
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*(c)(1) Opinion of Houlihan, Lokey, Howard & Zukin Capital (incorporated herein
by reference to Appendix B of the proxy statement).
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(c)(2) Presentation by Houlihan Lokey to the Special Committee and the Board
of GZA on August 14, 2000.
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(d)(1) Amended Agreement and Plan of Merger, dated August 16, 2000, by and between
GZA GeoEnvironmental Technologies, Inc., Futureco Environmental, Inc. and
GeoEnvironmental Acquisition, Inc. (incorporated herein by reference to
Appendix A of the proxy statement).
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*(d)(2)(a)Stock purchase agreements between Futureco and Messrs. Goldberg, Zoino,
and Ayres (incorporated by reference to the Exhibit to Amendment No. 1,
filed March 31, 2000 [accession number 0000942794-000006] to the
statement on Schedule 13D filed by Futureco Environmental, Inc. (the
"Futureco 13D").
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(d)(2)(b) Amendments to Stock purchase agreements (incorporated by reference to
Amendment No. 5, filed October 24, 2000 to the Futureco 13D).
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*(f) Section 262 of the Delaware General Corporation Law (incorporated herein
by reference to Appendix C of the proxy statement).
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(g) Not applicable.
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* Previously filed
