SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Amendment No. 1
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
681475.7
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SCHEDULE 14D-1/A -- AMENDMENT NO. 1
SECURITY INVESTMENTS GROUP, INC.
This statement constitutes Amendment No. 1 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," and
as supplemented and amended by the Supplement attached hereto as Exhibit (a)(8),
the "Offer to Purchase"), and in the related Letter of Transmittal, copies of
which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which
collectively constitute the "Offer").
Except as set forth herein, there have been no changes in the
information as set forth in the Original Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) - (c) The information set forth in the
Introduction and Section 6 of the Original Offer to Purchase is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d); (g) The information set forth in Section 9
of the Offer to Purchase is incorporated herein by reference. The name, business
address, present principal occupation or employment, the material occupations,
positions, offices or employment for the past five years and citizenship of each
director and executive officer of the Purchasers and the Funds, and the name,
principal business and address of any corporation or other organization in which
such occupations, positions, offices and employments are or were carried on are
set forth in Schedule I of the Offer to Purchase and incorporated herein by
reference.
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ITEM 3. PAST CONTRACTS, TRANSACTION OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(b) The information set forth in Section 8 of the
Offer to Purchase, as amended by the Supplement, is incorporated herein by
reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 of, and
Annexes C and D to, the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S
SECURITIES.
The information set forth in the Introduction and
Sections 9,10 and 15 of the Offer to Purchase is incorporated herein by
reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 15 of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 9 of the Offer to
Purchase and Annexes C and D thereto is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b) The information set forth in Section 14 of the
Offer to Purchase, as
amended by the Supplement, 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.*
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(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.
(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.
681475.7
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<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: February 10, 1998
<TABLE>
<CAPTION>
<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>
681475.7
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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.
(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.
681475.7
6
Exhibit 99(a)(8)
SUPPLEMENT DATED FEBRUARY 10, 1998,
TO THE OFFER TO PURCHASE FOR CASH
UP TO 707,000 OUTSTANDING SHARES OF COMMON STOCK, $.10 PAR VALUE
OF
SECURITY INVESTMENTS GROUP, INC.
AT A PRICE OF
$2.00 NET PER SHARE,
BY
ALLIANCE STANDARD III L.L.C. AND ALLIANCE STANDARD III CORP.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 26, 1998,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
This supplement (the "Supplement") amends and supplements the Offer to
Purchase dated January 21, 1997 (the "Original Offer to Purchase," and, as
supplemented and amended hereby, the "Offer to Purchase"), of 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. ("Investments Corp." and collectively with
Investments LLC, the "Funds"), a British Virgin Islands corporation. Capitalized
terms used but not otherwise defined herein have the meanings established in the
Original Offer to Purchase.
Pursuant to the Offer to Purchase, the Purchasers are offering to purchase
up to 707,000 outstanding 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, without
interest thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the related Letter of
Transmittal (which, as amended from time to time, collectively constitute the
"Offer"). The Original Offer to Purchase provided that the Purchasers offered to
purchase up to 1,000,000 Shares. However, in the Original Offer to Purchase, the
Purchasers reserved the right to purchase only up to 707,000 shares if the board
of directors of the Company did not approve, within the meaning of ss.203 of the
Delaware General Corporation Law (the "DGCL"), the Purchasers' acquisition of
Shares pursuant to the Offer. On February 3, 1998, the Company filed a
recommendation statement on Schedule 14D-9, which stated that the Company's
board of directors had reviewed the Offer but failed to state that such approval
would be granted. Accordingly, the Offer is hereby amended to provide that the
Purchasers will offer to purchase up to 707,000 Shares.
The Expiration Date has been extended to Thursday, February 26, 1998. Any
reference in the Offer to Purchase (including the Letter of Transmittal) to the
Expiration Date shall mean such time.
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The Original Offer to Purchase is hereby further amended and supplemented
as follows:
COVER PAGE OF THE ORIGINAL OFFER TO PURCHASE. The following paragraph is added
to page 2 of the cover page of the Original Offer to Purchase:
"The Purchasers will pay the soliciting dealer's fees described in
"Introduction" and Section 15 only if the person tendering Shares designates a
dealer as the soliciting dealer in the applicable Letter of Transmittal. See
"Introduction," Section 15 and the Letters of Transmittal."
INTRODUCTION. The following language is hereby inserted in place of the first
sentence of the last paragraph on page 1 of the Original Offer to Purchase:
"The Purchasers will pay soliciting dealer's fees of $0.20 per Share to
brokers, dealers and other persons for soliciting tenders of Shares from
their clients pursuant to the Offer, provided, however, that no such fees
will be paid with respect to Shares beneficially owned by such brokers,
dealers or other persons. No such fees will be paid to a soliciting
broker, dealer or other person in respect of Shares registered in the name
of such broker, dealer or other person unless such Shares are held by such
broker, dealer or other person as nominee and such Shares are being
tendered for the benefit of beneficial owners identified in the applicable
Letter of Transmittal."
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following sentence is added as
the third sentence of the paragraph carrying over from page 12 to page 13 of the
Original Offer to Purchase:
"Holders of Shares who previously claimed a deduction with respect to
their Shares on the basis that they were worthless securities will
generally have a zero basis with respect to their Shares and thus will
recognize gain in an amount equal to the cash received by them pursuant to
the Offer. "
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8. CERTAIN INFORMATION CONCERNING THE COMPANIES. The third full paragraph on
page 18 is amended to read in its entirety as follows:
"On December 22, 1997, the Claims Court ruled in favor of the
plaintiffs on the issue of liability in four cases involving financial
institutions other than Security Savings. These four cases were selected
as "Test Cases" for the purposes of extending summary judgment from the
Supreme Court's decision in the Winstar Litigation. The Claims Court
ordered that, in all Winstar-related cases where there are pending summary
judgment motions or cross-motions filed by plaintiffs, the defendant must
show cause, within 60 days after December 22, 1997, why those motions
should not be granted, and liability found on all Winstar contract issues
based upon its December 22, 1997 decision. The government has vigorously
defended its position as to both liability and damages. No assurance as to
the outcome of this process can be made. On February 5, 1998, the holding
company of Coast Federal Savings Bank FSB, a thrift institution which is
prosecuting a Winstar-type action against the government, issued a press
release regarding its pending lawsuit, which press release is attached
hereto as Annex E. Purchasers are unable to predict what impact, if any,
the information disclosed in the press release will have with respect to
the Action. Shareholders are urged to follow developments in the Winstar
Litigation through their brokers, other financial and legal advisors,
business information media and other sources."
The following four paragraphs are hereby inserted after the fifth full
paragraph of on page 20 of the Original Offer to Purchase:
"Representatives of the Purchasers and their advisors have had
telephone discussions with representatives of the Company and its counsel.
In these discussions, the representatives of the Purchasers and their
advisors informed the representatives of the Company and its counsel that
the Purchasers have commenced this Offer and summarized the terms thereof.
The representatives of the Purchasers requested that the board of
directors of the Company provide its approval of the Purchasers'
acquisition of the Shares in accordance with Section 203 of the DGCL. On
February 3, 1998, the Company filed a Recommendation Statement on Schedule
14D-9, which stated that the Company's board of directors had reviewed the
Offer but did not indicate that such approval would granted.
"The representatives of the Purchasers also requested access to the list
of holders of the Shares, and noted the written request by the Purchasers for
such list made pursuant to Rule 14d-5 under the Exchange Act. The Company has
provided such list for the Purchasers' use in mailing the Offer to Purchase.
681475.7
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9. CERTAIN INFORMATION CONCERNING THE PURCHASERS AND THE FUNDS. The fourth
sentence in the first paragraph of Section 9, on page 21 of the Original Offer
to Purchase, is replaced by the following:
"The business of Investments LLC and Investments Corp. is to hold the equity
interests in the Purchasers and other similar entities."
The first full paragraph on page 26 of the Original Offer to Purchase is
replaced by the following:
"The Purchasers have now been fully capitalized and hold cash and
cash equivalents in an aggregate amount equal to approximately $2,000,000,
which is sufficient to cover the cost and expenses of the Offer. The
Purchasers have agreed to allocate between themselves the Shares purchased
hereunder at the time of acceptance for payment of the Shares. Balance
sheets of Purchaser LLC and Purchaser Corp. are attached hereto as Annex C
and Annex D, respectively."
13. CERTAIN CONDITIONS OF THE OFFER. The phrase "prior to the Expiration Date"
is hereby inserted at the end of the lead-in paragraph which appears on Page 25
of the Original Offer to Purchase prior to the list of conditions to the Offer.
All references in Section 13 of the Original Offer to Purchase to the
"sole discretion" and the "sole judgment" of the Purchasers are hereby changed
to the "reasonable discretion" and the "reasonable judgment," respectively, of
the Purchasers.
15. FEES AND EXPENSES. The following language is hereby inserted in place of the
first sentence of the third full paragraph on page 30 of the Original Offer to
Purchase:
"The Purchasers will pay soliciting dealer's fees of $0.20 per Share to
brokers, dealers and other persons for soliciting tenders of Shares from
their clients pursuant to the Offer, provided, however, that no such fees
will be paid with respect to Shares beneficially owned by such brokers,
dealers or other persons. No such fees will be paid to a soliciting
broker, dealer or other person in respect of Shares registered in the name
of such broker, dealer or other person unless such Shares are held by such
broker, dealer or other person as nominee and such Shares are being
tendered for the benefit of beneficial owners identified in the applicable
Letter of Transmittal."
Annex C, Annex D and Annex E attached hereto are a part of this Supplement
and are hereby made a part of the Offer to Purchase.
The date of this Supplement is February 10, 1998.
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ANNEX C
Alliance Standard III L.L.C.
Balance Sheet
(Unaudited)
11-Feb-98
Assets:
Cash $1,111,425
----------
Total Assets $1,111,425
==========
Liabilities and Member's Equity:
Total Liabilities -
Member's Equity $1,111,425
----------
Total Liabilities and Member's Equity $1,111,425
==========
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ANNEX D
Alliance Standard III Corp.
Balance Sheet
(Unaudited)
11-Feb-98
Assets:
Cash $888,575
--------
Total Assets $888,575
========
Liabilities and Shareholder's Equity:
Total Liabilities -
Member's Equity $888,575
--------
Total Liabilities and Shareholder's Equity $888,575
========
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ANNEX E
Coast Announces Government Proposal to
Discuss Out-of-Court Resolution of Regulatory Capital Litigation, and Nasdaq
Approval to List CPR Certificates
Business Editors & Banking Writers
LOS ANGELES--(BUSINESS WIRE)--Feb. 5, 1998--Coast Savings Financial Inc.
(NYSE:CSA) (PSE:CSA), the holding company of Coast Federal Bank FSB, Thursday
announced that attorneys for Coast had received a letter from the Department of
Justice regarding the bank's pending lawsuit against the United States
government with respect to the government's alleged breach of an agreement to
treat certain amounts as a permanent addition to the bank's regulatory capital.
In that letter, the Justice Department stated that it believes "it may be
productive for the parties to discuss an out-of-court resolution of the
plaintiff's claim for a capital credit to its net worth." In addition, the
letter stated that "(i)n order to determine whether settlement is possible, we
would need additional information about this claim, particularly (the bank's)
damages theories and their factual bases."
The letter also stated that following an exchange of information, "if
appropriate (the Department of Justice) would be willing to consider referring
the claim, or certain specified issues, to a neutral for alternative dispute
resolution."
The company and its attorneys believe that this letter does not constitute
a settlement offer or an admission of liability by the government, and the bank
has not yet determined whether or how to respond to the letter. Furthermore,
even if discussions are held, no assurance can be given that such discussions
would lead to a settlement or to an agreement to submit the bank's claim for
damages against the government or any issues to any form of alternative dispute
resolution.
The bank's attorneys were informed by the Department of Justice that
similar correspondence has been delivered to other plaintiffs with regulatory
"capital credit" claims against the government.
In a separate development, the company announced that the Nasdaq has
approved the Contingent Payment Right Certificates (CPR Certificates) for
listing on the Nasdaq's National Market, subject only to their issuance in
connection with the consummation of the proposed merger with H.F. Ahmanson.
Assuming the proposed merger is consummated, the company expects that the
CPR Certificates will be listed for trading under the symbol CCPRZ.
