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SCHEDULE 13E-3
(RULE 13E-100)
Transaction Statement Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Act of 1934)
(Amendment No. 1)
GOOD IDEAS ENTERPRISES, INC.
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(Name of Issuer)
U.S. ALCOHOL TESTING OF AMERICA, INC.
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(Name of Person(s) Filing Statement)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
3821 0610
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(CUSIP Number of Class of Securities)
ROBERT STUTMAN
GOOD IDEAS ENTERPRISES, INC.
10410 Trademark Street
Rancho Cucamonga, California 91730
(909) 466-8378
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate
box):
a. [ ] 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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Calculation of Filing Fee
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Transaction
Valuation* Amount of Filing Fee
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$2,448,680 $844.00
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* The fee was calculated on the basis of an assumed value of
$2.00 (the closing sales price on August 7, 1996) assigned to
a share of the Common Stock of Good Ideas Enterprises, Inc. to
be issued in the proposed transaction and it was assumed that
an aggregate of 774,340 shares would be issued to the Issuer's
minority stockholders for their 1,548,680 shares and that
60,000 shares would be issued upon the exercise of warrants at
an exercise price of $15.00 per share.
[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: $844.00
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Form or Registration No.: Registration Statement on Form S-4, File No.
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333-3734
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Filing Party: U.S. Alcohol Testing of America, Inc.
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Date Filed: April 18, 1996
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CROSS REFERENCE SHEET
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Schedule 13E-3 Registration Statement
Item Number and Caption Caption
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1. Issuer and Class of Security Good Ideas Market
Subject to the Transaction Information
2. Identity and Background Management-Business History;
Summary-Background of the
Company; Business of the
Company-General
3. Past Contacts, Transactions Material Contacts of USAT
or Negotiations With Good Ideas; The Merger
and Related Matters-Reasons
for the Merger and Approval
4. Terms of the Transaction Terms of the Transaction;
The Merger and Related
Matters
5. Plans or Proposals of the Terms of the Transaction; The
Issuer or Affiliate Merger and Related Matters
6. Source and Amounts of Funds The Merger and Related
or Other Consideration Matters-Fees and Expenses
7. Purposes, Alternatives, The Merger and Related
Reasons and Effects Matters-Reasons for the
Merger and Approval and
Certain Tax Consequences
8. Fairness of the Transaction The Merger and Related
Matters-Reasons for the
Merger and Approval and
Fairness Opinion; Terms of
the Transaction-The Consent
Procedure-Statutory Basis
9. Reports, Opinions, Appraisals The Merger and Related
and Certain Negotiations Matters-Fairness Opinion
10. Interest in the Common Stock Good Ideas Principal
of the Issuer Stockholders
11. Contracts, Arrangements or The Merger and Related
Understandings with Respect
Matters-Terms of the Merger
to the Common Stock Agreement
12. Present Intention and The Merger and Related
Recommendation of Certain Matters-Reasons for the
Persons With Regard to the Merger-Authorization
Transaction
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CROSS REFERENCE SHEET
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Schedule 13E-3 Registration Statement
Item Number and Caption Caption
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13. Other Provisions of the Terms of the Transaction-
Transaction The Consent Procedure-Rights
of Dissenting Good Ideas
Stockholders
14. Financial Information Summary Historical and
Proforma Combined Financial
Data; Good Ideas' Selected
Financial Data; Good Ideas'
Financial Statements
15. Persons and Assets Employed, The Merger and Related
Retained or Utilized Matters-Fees and Expenses;
Terms of the Transaction-
Miscellaneous
16. Additional Information Not Applicable
17. Material to be Filed as Appendices A and B to Consent
Exhibits Solicitation Statement/
Prospectus
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) This Rule 13e-3 transaction (the "Merger") relates to the
common stock, $.001 par value (the "Good Ideas Common Stock"), of Good Ideas
Enterprises, Inc. ("Good Ideas"), which has its principal office at 10410
Trademark Street, Rancho Cucamonga, California 91730.
(b) As of July 31, 1996, there were 3,948,680 shares of the Good
Ideas Common Stock outstanding, of which 1,548,680 were held by stockholders
(the "Good Ideas Minority Stockholders") other than U.S. Alcohol Testing of
America, Inc. ("USAT") and there were 146 holders of record of the Good Ideas
Common Stock (including USAT).
(c) USAT, the reporting person with respect to this Schedule 13E-3,
is simultaneously filing an Amendment No. 1 to Registration Statement on Form
S-4, File No. 333-3734 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Securities Act"). Information as to the market and
the market prices for the Good Ideas Common Stock may be found under the
caption "Good Ideas Market Information-Market Data" in the Consent Solicitation
Statement/Prospectus (the "Prospectus") constituting Part I of the Registration
Statement, which information is incorporated herein by this reference.
(d) Good Ideas has not declared any dividends on the Good Ideas
Common Stock to date and, in view of the continuing losses, the Board of
Directors of Good Ideas has stated that the Company has no current intention to
pay any such dividends. USAT is not aware of any restrictions in any agreement
or security which restricts Good Ideas' present or future ability to pay
dividends.
(e) Pursuant to a registration statement under the Securities Act
which became effective on February 17, 1994, Good Ideas sold 1,200,000 shares
of the Good Ideas Common Stock at $5.00 per share and received approximately
$4,735,000 in net proceeds. In April 1994, an additional 65,200 shares of the
Good Ideas Common Stock were sold pursuant to the underwriter's overallotment
option and Good Ideas received approximately $281,000 in net proceeds.
(f) Not Applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) Reference is made to the section "Summary-Background
of the Company" and "Business of the Company-General" in the Prospectus, which
is incorporated herein by this reference, for the following information
relating to USAT: its state of organization, its principal business and the
address of its principal executive offices, which information is incorporated
herein by reference.
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(e) and (f) During the last five years, USAT has not been convicted
in a criminal proceeding and was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
For each of the directors and executive officers of USAT, there is
furnished the following information: (a) the person's name; (b) his or her
residence or business address; (c) his or her present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment or occupation is conducted; (d)
information as to material occupations, positions, offices or employments
during the last five years is incorporated herein by reference to the section
"Business History" under the caption "USAT Management" in the Prospectus; (e)
whether or not, during the last five years, such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (f)
whether or not, during the last five years, such director and/or executive
officer was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, Federal or State securities laws or finding
any violation of such laws; and, if so, identifying and describing such
proceeding and summarizing the terms of such judgment, decree or final order;
and (g) citizenship.
(a) Robert Stutman
(b) c/o Robert Stutman & Associates, Inc.
450 Washington Street
Dedham, MA 02026
(c) Chairman of the Board and Chief Executive Officer of U.S.
Alcohol Testing of America, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Alan I. Goldman
(b) 28 Highpoint
Cedar Grove, NJ 07009
(c) Self Employed
Investment Banking and Consulting
28 Highpoint
Cedar Grove, NJ 07009
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(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) John C. Lawn
(b) 389 Beechwood Road
Ridgewood, NJ 07450
(c) Chairman and Chief Executive Officer of
The Century Council
550 South Hope Street, Suite 1950
Los Angeles, CA 90071-2604
(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Peter M. Mark
(b) 5531 Sugar Hill
Houston, TX 77056
(c) Self Employed
Oil and Gas Property Investment
5847 San Felipe, Suite 2930
Houston, TX 77057
(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Linda H. Masterson
(b) 10410 Trademark Street
Rancho Cucamonga, CA 91730
(c) President and Chief Operating Officer of U.S. Alcohol Testing
of America, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Lee S. Rosen
(b) 5200 Tower Center Circle
Boca Center, Suite 207
Boca Raton, FL 33486
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(c) Stockbroker
Donald & Co. Securities, Inc.
5200 Tower Center Circle
Boca Center, Suite 207
Boca Raton, FL 33486
(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
(a) Joseph Bradley
(b) 10410 Trademark Street
Rancho Cucamonga, CA 91730
(c) Treasurer, Acting Chief Financial Officer and Acting Chief
Accounting Officer of U.S. Alcohol Testing
of America, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(d) Reference is made to the section "Business History" under the
caption "USAT Management" in the
Prospectus, which is incorporated herein by this reference.
(e) No
(f) No
(g) United States
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) Reference is made to the section "Fees and Expenses" under
the caption "The Merger and Related Matters" in the Prospectus for information
as to the estimated fees and costs of the Merger and whether such fees and
costs will be paid by USAT or Good Ideas, which information is incorporated
herein by this reference. USAT does not intend to borrow any funds to
consummate the transaction. Good Ideas may borrow funds from USAT to pay its
costs and expenses, but any such borrowing will be offset against USAT's
indebtedness to Good Ideas.
(c) and (d) Not applicable.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Reference is made to the section "The Merger and Related
Matters-Reasons for the Merger and Approval" in the Prospectus for information
relating to (i) the reasons why USAT believes the Merger is fair to the Good
Ideas Minority Stockholders and (ii) the one then director of USAT who
initially abstained, but later indicated she supported the Merger, which
information is incorporated herein by this reference.
(b) See the response to section (a) of this Item 8 to the Schedule
for information as to the material factors which the
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USAT Board took into consideration in evaluating the fairness of the Merger,
including its evaluation of current market prices, historical market prices,
net book value, going concern value, liquidation value and the fairness opinion
of Whale Securities Co., Inc. ("Whale Securities"). Reference is also made to
the section "The Merger and Related Matters- Fairness Opinion" in the
Prospectus, which is incorporated herein by this reference.
There have been no firm offers to date by an unaffiliated person,
other than by USAT, during the preceding 18 months for: (A) the merger or
consolidation of Good Ideas into or with another entity; (B) the sale or other
transfer of all or any substantial part of the assets of Good Ideas; or (C)
securities of Good Ideas which would enable the holder thereof to exercise
control of the issuer. See the section "The Merger and Related Matters-Reasons
for the Merger and Approval "in the Prospectus, which is incorporated herein by
this reference.
(c) Adoption of the Merger Agreement by the requisite consents of the
holders of at least 50% of the shares of the Good Ideas Common Stock held by
the Good Ideas Minority Stockholders is required before the Merger can be
consummated. See the section "Terms of the Transaction-The Consent Procedure-
Statutory Basis" in the Prospectus, which is incorporated herein by this
reference.
(d) As indicated in the section "Reasons for the Merger and Approval"
under the caption "The Merger and Related Matters" in the Prospectus, which
information is incorporated herein by this reference, there was no independent
Good Ideas Board to act on the Merger and, accordingly, the Good Ideas Board
received an opinion from Whale Securities for the benefit of the Good Ideas
Minority Stockholders as to the fairness of the Merger to the Good Ideas
Minority Stockholders from a financial point of view (see Item 9 to this
Schedule). The Good Ideas Board also authorized, as a condition precedent to
the Merger, that the Good Ideas Minority Stockholders holding at least 50% of
the non-USAT held shares of the Good Ideas Common Stock must consent to the
Merger. In addition, the Good Ideas Board employed independent counsel to
represent Good Ideas and the Good Ideas Minority Stockholders.
(e) All directors of Good Ideas on April 12, 1996 approved the
Merger, three of whom were not employees of Good Ideas, but were on such date
employees of USAT. Such three directors subsequently resigned and were
replaced by three persons, none of whom is an employee of Good Ideas, two of
whom are employees of USAT and the third is a consultant to the Board of USAT.
All three of the new directors are in favor of the Merger.
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) and (b) Reference is made to the subsection "Authorization" in
the section "Reasons for the Merger and Approval" under the caption "The Merger
and Related Matters" for information as to present intention and recommendation
of certain persons regarding the Merger, which information is incorporated
herein by this reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not applicable.
(b) The opinion referred to in Items 8(d) and 9 of this Schedule is
Appendix B to the Prospectus.
(c) The Merger Agreement is Appendix A to the Prospectus and is
incorporated herein by this reference.
(d) The only disclosure document to be furnished to the Good Ideas
Minority Stockholders is the Prospectus, which is incorporated herein by this
reference.
(e) The disclosure as to the unavailability of appraisal rights is
described in the Prospectus, which is incorporated herein by this reference.
(f) Not Applicable.
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SIGNATURES
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned does hereby certify that the information set forth in
this statement is true, complete and correct.
August 6, 1996
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(Date)
U.S. ALCOHOL TESTING OF AMERICA, INC.
By: /s/ Robert S. Stutman
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Robert S. Stutman
Chairman of the Board
