SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Amendment No. 3 (Final Amendment)
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934
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SECURITY INVESTMENTS GROUP, INC.
(Name of Subject Company)
ALLIANCE STANDARD III L.L.C.
ALLIANCE STANDARD III CORP.
MICHAEL L. LEWITTES
ROBERT S. JAFFE
(Bidders)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
814341103
(CUSIP Number of Class of Securities)
Michael L. Lewittes Keith R. Bish
ALLIANCE STANDARD III, L.L.C. ALLIANCE STANDARD III CORP.
520 Madison Avenue c/o International Fund Administration, Ltd.
7th Floor 48 Par-la-Ville Road
New York, NY 10022 Suite 464
Telephone: (212) 826-6805 Hamilton HM11, Bermuda
Telephone: (441) 295-4718
with copies to:
Thomas E. Kruger
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Telephone: (212) 856-7000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
688017.2
<PAGE>
<TABLE>
CUSIP No.: 814341103 14D-1 Page 2
<S> <C> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALLIANCE STANDARD III L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
164,787 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
3.5%
10. Type of Reporting Person (See Instructions)
OO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALLIANCE STANDARD III CORP.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
7. Aggregate Amount Beneficially Owned by Each Reporting Person
131,746 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
2.8%
10. Type of Reporting Person (See Instructions)
CO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LJ INVESTMENTS, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
164,787 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
3.5%
10. Type of Reporting Person (See Instructions)
OO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LJ INVESTMENTS CORP.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
7. Aggregate Amount Beneficially Owned by Each Reporting Person
131,746 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
2.8%
10. Type of Reporting Person (See Instructions)
CO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JL ADVISORS II, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
164,787 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
3.5%
10. Type of Reporting Person (See Instructions)
CO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 7
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JL ASSOCIATES II, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
131,746 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
2.8%
10. Type of Reporting Person (See Instructions)
CO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JAFFE CAPITAL MANAGEMENT GROUP, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
296,533 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
6.3%
10. Type of Reporting Person (See Instructions)
CO, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. LEWITTES
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) { X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
6. Citizenship or Place of Organization
U.S.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
296,533 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
6.3%
10. Type of Reporting Person (See Instructions)
IN, GM
688017.2
<PAGE>
CUSIP No.: 814341103 14D-1 Page 10
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT S. JAFFE
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f)
6. Citizenship or Place of Organization
U.S.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
296,533 Shares
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
6.3%
10. Type of Reporting Person (See Instructions)
IN, GM
</TABLE>
688017.2
<PAGE>
SCHEDULE 14D-1/A -- AMENDMENT NO. 3 (FINAL AMENDMENT)
SECURITY INVESTMENTS GROUP, INC.
This statement constitutes Amendment No. 3 ("Amendment No. 3" or the
"Final Amendment") to the statement on Schedule 14D-1 (the "Original Statement,"
and as supplemented and amended hereby, the "Statement") relating to the offer
by Alliance Standard III L.L.C. ("Purchaser LLC"), a Delaware limited liability
company wholly-owned by LJ Investments, L.L.C. ("Investments LLC"), a Delaware
limited liability company, and Alliance Standard III Corp. ("Purchaser Corp.,"
and collectively with Purchaser LLC, the "Purchasers"), a British Virgin Islands
corporation wholly-owned by LJ Investments Corp. (collectively with Investments
LLC, the "Funds"), a British Virgin Islands corporation, to purchase up to
707,000 shares of Common Stock, par value $.10 per share (the "Shares"), of
Security Investments Group, Inc., a Delaware corporation ( the "Company"), at a
price of $2.00 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated January 21, 1998 (the
"Original Offer to Purchase," a copy of which is attached as Exhibit(a)(1) of
the Original Statement), as supplemented and amended by the Supplement dated
February 10, 1998, attached to Amendment No. 1 as Exhibit (a)(8). The Original
Offer to Purchase and such Supplement are referred to, collectively, as the
"Offer to Purchase"; the Offer to Purchase and the Letter of Transmittal
collectively constitute the "Offer."
Amendment No. 1 of the Original Statement was filed on February 11,
1998, and Amendment No. 2 was also filed on February 11, 1998. Except as set
forth herein and in Amendments Nos. 1 and 2, there have been no changes in the
information as set forth in the Original Statement.
The Offer has terminated, and the Purchasers will accept for payment,
subject to final verification of the validity of tenders, all Shares validly
tendered. Any material changes in the number of Shares acquired by the
Purchasers in the Offer will be reported on Schedule 13D.
Pursuant to General Instruction F of Schedule 14D-1, this Final
Amendment shall be deemed to satisfy the reporting requirements of Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with
respect to the Shares acquired by the Purchasers pursuant to the Offer as
reported herein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANIES.
(a) The Purchasers have accepted for payment, subject to final
validation of tenders, the numbers of Shares set forth below. The percentages
set forth below represent the percentages of outstanding Shares, based upon an
aggregate of 4,715,900 shares outstanding, as reported by the Company in its
proxy statement distributed in connection the 1996 annual meeting of
shareholders of the Company, as reduced by a judicial decision reported in 1997:
688017.2
11
<PAGE>
Purchaser LLC...................................... 164,787 Shares (3.5%)
Purchaser Corp..................................... 131,746 Shares (2.8%)
Total..................................... 296,533 Shares (6.3%)
Messrs. Lewittes and Jaffe share equally the voting and dispositive
power over the Shares held by each of the Purchasers.
(b) None of the Purchasers, the Funds or Messrs. Lewittes and Jaffe has
made any purchases of Shares in the last 60 days except pursuant to the Offer.
ITEM 10. ADDITIONAL INFORMATION.
(b) The information set forth in the press release issued by the
Purchasers on , 1998, is incorporated herein by reference.
(f) The Purchasers, the Funds, and their respective affiliates and
associates may hereafter acquire additional Shares or dispose of Shares (whether
acquired in the Offer or otherwise), at any time and from time to time
hereafter, depending upon prevailing market conditions and other facts and
circumstances which they believe may affect the value of the Shares. Such
acquisitions and/or dispositions may be effected in open market transactions, in
privately negotiated transactions, or otherwise.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Exhibit
------- -------
(a)(1) Offer to Purchase, dated January 21, 1998.*
(a)(2) Letter of Transmittal with respect to the Shares.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter from IBJ Schroder Bank & Trust Company as depositary agent for
the Purchasers to brokers, dealers, banks, trust companies and
nominees. *
(a)(5) Letter to be sent by brokers, dealers, banks, trust companies and
nominees to their clients. *
(a)(6) IRS Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Summary Advertisement, dated January 21, 1998.*
(a)(8) Supplement dated February 10, 1998, to the Offer to Purchase.**
(a)(9) Press release dated February 11, 1998.+
(a)(10) Press release dated March 3, 1998
(b) None.
688017.2
12
<PAGE>
(c)(1) Filing Agreement, dated January 21, 1998, between Alliance
Standard III L.L.C. and Alliance Standard III Corp.*
(c)(2) Agreement, dated December 1, 1997, between JL Advisors, L.L.C.
and Collectible Certificates, L.L.C.*
(d) None.
(e) Not applicable.
(f) None.
* Filed as an exhibit to the Original Statement.
** Filed as an exhibit to Amendment No. 1.
+ Filed as an exhibit to Amendment No. 2.
688017.2
13
<PAGE>
SIGNATURES
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: March 3, 1998
<TABLE>
<S> <C>
Alliance Standard III L.L.C.
By: LJ Investments, L.L.C., its managing
member
By: JL Advisors II, LLC, its managing
member
s/ Michael L. Lewittes By: s/ Michael L. Lewittes
---------------------- ---------------------------
Michael L. Lewittes Michael L. Lewittes, Member
By: Jaffe Capital Management Group,
LLC, member
s/ Robert S. Jaffe By: s/ Robert S. Jaffe
------------------ -----------------------
Robert S. Jaffe Robert S. Jaffe, Member
Alliance Standard III Corp.
By: s/ Keith R. Bish
-----------------------
Keith R. Bish, Director
</TABLE>
688017.2
14
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit numbered
number Exhibit pages
<S> <C> <C>
(a)(1) Offer to Purchase, dated January 21, 1998.*
(a)(2) Letter of Transmittal with respect to the Shares.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter from IBJ Schroder Bank & Trust Company as depositary agent for the
Purchasers to brokers, dealers, banks, trust companies and nominees. *
(a)(5) Letter to be sent by brokers, dealers, banks, trust companies and nominees
to their clients. *
(a)(6) IRS Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Summary Advertisement, dated January 21, 1998.*
(a)(8) Supplement dated February 10, 1998, to the Offer to Purchase.**
(a)(9) Press release dated February 11, 1998.+
(a)(10) Press release dated March 3, 1998
(b) None.
(c)(1) Filing Agreement, dated January 21, 1998, between Alliance Standard III
L.L.C. and Alliance Standard III Corp.*
(c)(2) Agreement, dated December 1, 1997, between JL Advisors, L.L.C. and
Collectible Certificates, L.L.C.*
(d) None.
(e) Not applicable.
(f) None.
* Filed as an exhibit to the Original Statement.
** Filed as an exhibit to Amendment No. 1.
+ Filed as an exhibit to Amendment No. 2.
</TABLE>
688017.2
15
FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212) 929-5239
ALLIANCE STANDARD III OFFERORS ANNOUNCE EXPIRATION OF
TENDER OFFER FOR COMMON STOCK OF SECURITY
INVESTMENTS GROUP, INC., NO PRORATION
New York, New York, March 3, 1998 -- Alliance Standard III L.L.C. and
Alliance Standard III Corp. announced today that their tender offer for shares
of the common stock of Security Investments Group, Inc., expired at midnight on
February 26, 1998, and they have received tenders for an aggregate of
approximately 296,533 shares, including shares tendered by notices of guaranteed
delivery. They announced that they will accept for payment all shares tendered,
without proration, subject to final verification of the validity of tenders.
According to publicly available information in 1997, there are a total
of approximately 4,715,900 shares of common stock of Security Investments Group,
Inc. outstanding. The Alliance Standard III offerors would hold approximately
6.3% of the outstanding shares, if all tenders are finally determined to have
been validly made.
The final count of shares validly tendered is subject to verification
of the validity of tenders and deliveries pursuant to notices of guaranteed
delivery.
# # #
