SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
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)
Page 1 of Pages
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SCHEDULE 14D-1/A -- AMENDMENT NO. 2
SECURITY INVESTMENTS GROUP, INC.
This statement constitutes Amendment No. 2 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. Except as set forth herein and in Amendment No. 1, there have been no
changes in the information as set forth in the Original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(b) The information set forth in the press release issued by the
Purchasers on February 11, 1998, is incorporated herein by reference.
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. *
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(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.
(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.
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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: February 11, 1998
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
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Keith R. Bish, Director
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INDEX OF EXHIBITS
Sequentially
Exhibit numbered
number Exhibit pages
(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.
(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.
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Exhibit (a)(9)
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FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212) 929-5239
ALLIANCE STANDARD III OFFERORS ANNOUNCE EXTENSION
OF TENDER OFFER, SEEK 707,000 SHARES OF
SECURITY INVESTMENTS GROUP
New York, New York, February 11, 1998 -- Alliance Standard III
L.L.C. and Alliance Standard III Corp. announced today that the board of
directors of Security Investments Group, Inc., has not approved the offerors'
acquisition of 1,000,000 shares pursuant to the Alliance Standard III companies'
offer to purchase shares of Security Investments Group. Accordingly, as
previously announced, the Alliance Standard III companies will seek to purchase
only up to 707,000 shares of Security Investments Group. The Alliance Standard
III companies have extended the expiration date of their offer to purchase to
Thursday, February 26, 1998.
The offer price will remain at $2.00 per share, and the tender
offerors are paying soliciting dealers' fees of $0.20 per share. As of the close
of business on February 10, 1998, an aggregate of 1,791 shares had been
tendered.
The offerors also announced that they had recently responded to
comments received from the U.S. Securities and Exchange Commission on the offer
to purchase and are making a routine distribution to shareholders of a
supplement to the offer to purchase.
MacKenzie Partners, Inc., is acting as Information Agent for the
offer and may be contacted at 800-322-2885. Questions and requests for
assistance or for copies of the Offer to Purchase (including the amended
supplement) and the related letters of transmittal and other tender offer
documents may be directed to the Information Agent, and copies will be furnished
free of charge.
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