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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DEFINITIVE SCHEDULE 13E - 3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
HILCOAST DEVELOPMENT CORP.
(Name of Issuer)
H. IRWIN LEVY
MAURICE A. HALPERIN
BARRY S. HALPERIN
HILCOAST DEVELOPMENT CORP.
FLA ACQUISITION CORP.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
431313105
(CUSIP Number of Class of Securities)
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Copy to: Copy to:
JACK JAIVEN H. IRWIN LEVY BRUCE E. MACDONOUGH, ESQ. KLAUS EPPLER, ESQ.
Hilcoast Development Corp. FLA Acquisition Corp. Greenberg, Traurig, Hoffman, Proskauer Rose Goetz
19146 Lyons Road 100 Century Boulevard Lipoff, Rosen & Quentel, P.A. & Mendelsohn LLP
Boca Raton, Florida 33434 West Palm Beach, Florida 33487 1221 Brickell Avenue 1585 Broadway
Telephone: (561) 487-8845 Telephone: (561) 640-3100 Miami, Florida 33131 New York, New York 10036
Telephone: (305) 579-0500 Telephone: (212) 969-3000
Facsimile: (305) 579-0717 Facsimile: (212) 969-2900
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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. [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.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
Transaction Valuation(1) Amount of Filing Fee
$6,722,906 $1,345.00
(1) Solely for purposes of calculating the filing fee, the transaction
value is based upon (i) the conversion of each of the 942,651
outstanding shares of Common Stock not owned by FLA Acquisition Corp.
into the right to receive $6.00 from FLA Acquisition Corp. and (ii) the
payment by FLA Acquisition Corp. to the holders of outstanding options
to purchase 315,000 shares of Common Stock of an amount equal to the
difference between $6.00 and the exercise price for each such option,
in settlement of such options. The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended (the "Act"), equals 1/50th of one percentum of the
aggregate proposed cash payment to the holders of the Common Stock and
options.
[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: $1,345.00
Form or registration no.: Preliminary Proxy Statement - Schedule 14A
Filing Party: Hilcoast Development Corp.
Date Filed: The indicated filing was made on November 25, 1996.
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This Definitive Rule 13E-3 Statement (the "Statement") relates
to an Agreement and Plan of Merger dated as of November 21, 1996 (the "Merger
Agreement") among Hilcoast Development Corp., a Delaware corporation (the
"Company"), and FLA Acquisition Corp., a Delaware corporation ("Mergerco"),
pursuant to which, among other things, (a) Mergerco will be merged with and
into the Company with the Company being the surviving corporation (the
"Surviving Corporation"), (b) each outstanding share (each such share being
referred to herein as a "Share" and collectively, the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of the Company (except
those Shares held by the Company as treasury stock, owned by Mergerco or held
by persons who perfect their dissenters' rights under Delaware law) will be
converted into the right to receive $6.00 in cash, without interest, (c) each
outstanding Share held by Mergerco will be canceled without consideration, and
(d) each outstanding share of Mergerco common stock will be converted into one
share of common stock of the Surviving Corporation. H. Irwin Levy is the
Company's Chairman of the Board, Chief Executive Officer and largest
stockholder. Maurice A. Halperin and Barry S. Halperin (together, "Messrs.
Halperin") are the next largest stockholders of the Company. Mr. Levy and
Messrs. Halperin have formed Mergerco and, upon its initial capitalization,
will be all of the stockholders of and will control Mergerco. This Statement
is being filed by the Company, Mergerco, Mr. Levy and Messrs. Halperin.
The Company's Definitive Proxy Statement has been filed with the
Securities and Exchange Commission contemporaneously herewith in connection
with the Company's special meeting of stockholders called for the purpose of
considering and voting upon the proposal to approve and adopt the Merger
Agreement (the "Proxy Statement") and is incorporated by reference as Exhibit
(d)(1). The cross reference sheet below is being supplied pursuant to
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
Statement. The information in the Proxy Statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference.
CROSS REFERENCE SHEET
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SCHEDULE 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
------------------- ----------------------------------------
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Item 1(a) . . . . . . . . . . . . *
Item 1(b) . . . . . . . . . . . . Outside Front Cover Page, "SUMMARY - Market Price of the
Company's Common Stock" and "MARKET FOR THE COMPANY'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS"
Item 1(c) . . . . . . . . . . . . "MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS"
Item 1(d) . . . . . . . . . . . . "MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS" and "SELECTED FINANCIAL DATA"
Item 1(e) . . . . . . . . . . . . **
Item 1(f) . . . . . . . . . . . . "INFORMATION CONCERNING MR. LEVY" and "INFORMATION CONCERNING
MESSRS. HALPERIN"
Item 2(a)-(g) . . . . . . . . . . "INFORMATION CONCERNING MERGERCO,"
"INFORMATION CONCERNING MR. LEVY" and
"INFORMATION CONCERNING MESSRS. HALPERIN"
Item 3(a)(1) . . . . . . . . . . "INFORMATION CONCERNING MR. LEVY" and "INFORMATION CONCERNING MESSRS.
HALPERIN"
Item 3(a)(2) . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Merger Agreement,"
"SPECIAL FACTORS -- Background of the Merger," "THE MERGER AGREEMENT"
and EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER"
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SCHEDULE 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
------------------- ----------------------------------------
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Item 3(b) . . . . . . . . . . . . Outside and Inside Front Cover Pages, "GENERAL INFORMATION -- Voting at
the Meeting; Required Vote," "SUMMARY - Vote Required," "SUMMARY --
Merger Agreement," "SUMMARY -- Interests of Certain Persons in the
Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Interests of Certain Persons in the Merger," "SPECIAL
FACTORS - Mergerco's Reasons for the Merger," "INFORMATION CONCERNING
MERGERCO," "INFORMATION CONCERNING MR. LEVY," and "INFORMATION
CONCERNING MESSRS. HALPERIN."
Item 4(a) . . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Merger Agreement,"
"THE MERGER AGREEMENT" and EXHIBIT A - "AGREEMENT AND PLAN OF MERGER"
Item 4(b) . . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Certain Effects of
the Merger," "SUMMARY -- Interests of Certain Persons in the Merger,"
"SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Certain Effects of the Merger," "SPECIAL FACTORS -- Interests of
Certain Persons in the Merger," "THE MERGER AGREEMENT," "INFORMATION
CONCERNING MERGERCO" and EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER"
Item 5(a)-(g) . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Certain Effects of
the Merger," "SUMMARY -- Financing of the Merger," "SPECIAL FACTORS --
Background of the Merger," "SPECIAL FACTORS -- Plans for the Company
After the Merger," "SPECIAL FACTORS -- Certain Effects of the Merger,"
"SPECIAL FACTORS - Mergerco's Reasons for the Merger," "THE MERGER
AGREEMENT - Directors and Officers of the Company Following the
Merger; Certificate of Incorporation," "FINANCING OF THE MERGER" and
EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER"
Item 6(a)-(c) . . . . . . . . . . "SUMMARY -- Financing of the Merger," "SPECIAL FACTORS -- Plans for
the Company After the Merger," "THE MERGER AGREEMENT -- Fees and Expenses,"
"FINANCING OF THE MERGER" and "FEES AND EXPENSES."
Item 6(d) . . . . . . . . . . . . **
Item 7(a) and (c) . . . . . . . . "SUMMARY -- Certain Effects of the Merger," "SPECIAL FACTORS --
Background of the Merger," "SPECIAL FACTORS -- "Mergerco's Reasons for
the Merger" and "SPECIAL FACTORS -- Certain Effects of the Merger"
Item 7(b) . . . . . . . . . . . . "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger" and "SPECIAL FACTORS - Opinion of Financial
Advisor"
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SCHEDULE 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
------------------- ----------------------------------------
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Item 7(d) . . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Certain Effects of
the Merger," "SUMMARY -- Interests of Certain Persons in the Merger,"
"SUMMARY -- Federal Income Tax Consequences," "SPECIAL FACTORS --
Background of the Merger," "SPECIAL FACTORS -- Mergerco's Reasons for
the Merger," "SPECIAL FACTORS -- Plans for the Company After the
Merger," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS - Interests of Certain Persons in the Merger," "FEDERAL INCOME
TAX CONSEQUENCES OF THE MERGER TO THE COMPANY'S STOCKHOLDERS," "THE
MERGER AGREEMENT," "FINANCING OF THE MERGER," "INFORMATION AS TO
STOCK OWNERSHIP," and EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER"
Item 8(a)-(b) . . . . . . . . . . "SUMMARY -- Recommendation of the Special Committee and Board of
Directors," "SPECIAL FACTORS -- Position of Mr. Levy and Messrs. Halperin
Regarding Fairness of the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS -- Recommendation of the Special Committee and
Board of Directors; Fairness of the Merger"
Item 8(c) . . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Vote Required,"
"GENERAL INFORMATION -- Voting at the Meeting; Required Vote,"
"SPECIAL FACTORS -- Background of the Merger," "THE MERGER AGREEMENT --
Conditions, Representations and Covenants," and EXHIBIT A --
"AGREEMENT AND PLAN OF MERGER"
Item 8(d) . . . . . . . . . . . . "SUMMARY -- Recommendation of the Special Committee and Board of
Directors," "SUMMARY -- Opinion of Financial Advisor," "SPECIAL FACTORS --
Background of the Merger," "SPECIAL FACTORS -- Recommendation of the
Special Committee and Board of Directors; Fairness of the Merger,"
"SPECIAL FACTORS - Opinion of Financial Advisor" and EXHIBIT B --
"OPINION OF PATRICOF AND CO. CAPITAL CORP."
Item 8(e) . . . . . . . . . . . . "SUMMARY -- Recommendation of the Special Committee and Board of
Directors" "SPECIAL FACTORS -- Background of the Merger," and "SPECIAL
FACTORS -- Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger"
Item 8(f) . . . . . . . . . . . . **
Item 9(a)-(c) . . . . . . . . . . "SUMMARY -- Opinion of Financial Advisor," "SPECIAL FACTORS --
Background of the Merger," "SPECIAL FACTORS -- Opinion of Financial
Advisor," "CERTAIN PROJECTIONS" and EXHIBIT B -- "OPINION OF PATRICOF&
CO. CAPITAL CORP."
Item 10(a) . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY - Vote Required,"
"SUMMARY -- Interests of Certain Persons in the Merger," "SUMMARY -
Conditions to the Merger; Termination," "GENERAL INFORMATION - Voting
at the Meeting; Required Vote," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS -- Mergerco's Reasons for the Merger,"
"SPECIAL FACTORS -- Interests of Certain Persons in the Merger,"
"INFORMATION CONCERNING MERGERCO" and "INFORMATION AS TO STOCK
OWNERSHIP"
Item 10(b) . . . . . . . . . . . **
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SCHEDULE 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT
------------------- ----------------------------------------
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Item 11 . . . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Vote Required,"
"SUMMARY -- Merger Agreement," "SUMMARY -- Interests of Certain
Persons in the Merger," "SUMMARY -- Financing of the Merger," "GENERAL
INFORMATION - Voting at the Meeting; Required Vote," "SPECIAL
FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Mergerco's
Reasons for the Merger," "SPECIAL FACTORS -- Plans for the Company
After the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in
the Merger," "FINANCING OF THE MERGER," "INFORMATION CONCERNING MERGERCO"
and "INFORMATION AS TO STOCK OWNERSHIP"
Item 12(a) . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Vote Required,"
"SUMMARY -- Merger Agreement," "SUMMARY -- Interests of Certain
Persons in the Merger," "GENERAL INFORMATION - Voting at the Meeting;
Required Vote," "SPECIAL FACTORS -- Background of the Merger,"
"SPECIAL FACTORS -- Mergerco's Reasons for the Merger," "SPECIAL
FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER
AGREEMENT," "INFORMATION CONCERNING MERGERCO," "FINANCING OF THE MERGER,"
"INFORMATION AS TO STOCK OWNERSHIP" and EXHIBIT A -- "AGREEMENT AND
PLAN OF MERGER"
Item 12(b) . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Recommendation of the
Special Committee and Board of Directors," "SPECIAL FACTORS --
Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger" and "SPECIAL FACTORS -- Position of Mr. Levy
and Messrs. Halperin Regarding Fairness of the Merger."
Item 13(a) . . . . . . . . . . . Outside and Inside Front Cover Pages, "SUMMARY -- Dissenters' Rights,"
"RIGHTS OF DISSENTING STOCKHOLDERS" and EXHIBIT C -- "SECTION 262 OF
THE DELAWARE GENERAL CORPORATION LAW"
Item 13(b)-(c) . . . . . . . . . **
Item 14(a) . . . . . . . . . . . "SELECTED FINANCIAL DATA," "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE" and "INDEPENDENT PUBLIC ACCOUNTANTS"
Item 14(b) . . . . . . . . . . . **
Item 15(a) . . . . . . . . . . . "SUMMARY -- Financing of the Merger," "SPECIAL FACTORS - Plans for the
Company After the Merger" and "FINANCING OF THE MERGER"
Item 15(b) . . . . . . . . . . . "GENERAL INFORMATION -- Proxies"
Item 16 . . . . . . . . . . . . . Preliminary Proxy Statement
Item 17 . . . . . . . . . . . . . *
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*Information is contained in this Statement
**Not applicable
4
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of equity securities which is the subject
of the Rule 13e-3 transaction is the Company. The address of the Company's
principal executive offices is 19146 Lyons Road, Boca Raton, Florida 33434.
(b) The information set forth on the Outside Front Cover Page and in
"SUMMARY - Market Price of the Company's Common Stock" and "MARKET FOR THE
COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS" of the Proxy
Statement is incorporated herein by reference.
(c) The information set forth in "MARKET FOR THE COMPANY'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in "MARKET FOR THE COMPANY'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS" and "SELECTED FINANCIAL DATA" of the
Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "INFORMATION CONCERNING MR. LEVY" and
"INFORMATION CONCERNING MESSRS. HALPERIN" of the Proxy Statement is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(g) This statement is being filed by the Company, the issuer of the
class of equity securities which is the subject of the Rule 13e-3 transaction,
by Mergerco, by Mr. Levy and by Messrs Halperin. The information set forth
in "INFORMATION CONCERNING MERGERCO," "INFORMATION CONCERNING MR. LEVY" and
"INFORMATION CONCERNING MESSRS. HALPERIN" of the Proxy Statement
is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in "INFORMATION CONCERNING MERGERCO,"
"INFORMATION CONCERNING MR. LEVY" and "INFORMATION CONCERNING MESSRS. HALPERIN"
of the Proxy Statement is incorporated herein by reference.
(a)(2) The information, set forth on the Outside and Inside Front Cover
Pages and in "SUMMARY -- Merger Agreement," "SPECIAL FACTORS -- Background of
the Merger," "THE MERGER AGREEMENT" and EXHIBIT A -- "AGREEMENT AND PLAN OF
MERGER" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth on the Outside and Inside Front Cover
Pages and in "GENERAL INFORMATION -- Voting at the Meeting; Required Vote,"
"SUMMARY - Vote Required," "SUMMARY -- Merger Agreement," "SUMMARY -- Interests
of Certain Persons in the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger,"
"SPECIAL FACTORS - Mergerco's Reasons for the Merger," "INFORMATION CONCERNING
MERGERCO,"
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"INFORMATION CONCERNING MR. LEVY," and "INFORMATION CONCERNING MESSRS.
HALPERIN," of the Proxy Statement is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on the Outside and Inside Front Cover
Pages and in "SUMMARY -- Merger Agreement," "THE MERGER AGREEMENT" and EXHIBIT A
- - "AGREEMENT AND PLAN OF MERGER" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth on the Outside and Inside Front Cover
Pages and in "SUMMARY -- Certain Effects of the Merger," "SUMMARY -- Interests
of Certain Persons in the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE MERGER AGREEMENT,"
"INFORMATION CONCERNING MERGERCO" and EXHIBIT A -- "AGREEMENT AND PLAN OF
MERGER" of the Proxy Statement is incorporated herein by reference
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information act forth on the Outside and Inside Front Cover
Pages and in "SUMMARY -- Certain Effects of the Merger," "SUMMARY -- Financing
of the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Plans for the Company After the Merger," "SPECIAL FACTORS --
Certain Effects of the Merger," "SPECIAL FACTORS - Mergerco's Reasons for the
Merger," "THE MERGER AGREEMENT - Directors and Officers of the Company
Following the Merger; Certificate of Incorporation," "FINANCING OF THE MERGER"
and EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER" of the Proxy
Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in "SUMMARY -- Financing of the
Merger," "SPECIAL FACTORS -- Plans for the Company After the Merger," "THE
MERGER AGREEMENT -- Fees and Expenses," "FINANCING OF THE MERGER" and "FEES
AND EXPENSES" of the Proxy Statement is incorporated herein by
reference.
(d) Not applicable
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) and (c) The information set forth in "SUMMARY -- Certain Effects of
the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
"Mergerco's Reasons for the Merger" and "SPECIAL FACTORS -- Certain Effects of
the Merger" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS -- Recommendation of the Special Committee and Board
of Directors; Fairness of the Merger" and "SPECIAL FACTORS - Opinion of
Financial Advisor" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth on the Outside and Inside Front Cover Pages
and in "SUMMARY -- Certain
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Effects of the Merger," "SUMMARY -- Interests of Certain Persons in the Merger,"
"SUMMARY -- Federal Income Tax Consequences," "SPECIAL FACTORS -- Background of
the Merger," "SPECIAL FACTORS -- Mergerco's Reasons for the Merger," "SPECIAL
FACTORS -- Plans for the Company After the Merger," "SPECIAL FACTORS -- Certain
Effects of the Merger," "SPECIAL FACTORS - Interests of Certain Persons in the
Merger," "FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THE COMPANY'S
STOCKHOLDERS," "THE MERGER AGREEMENT," "FINANCING OF THE MERGER," "INFORMATION
AS TO STOCK OWNERSHIP," and EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER" of the
Proxy Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) -- (b) The information set forth in "SUMMARY -- Recommendation of the
Special Committee and Board of Directors," "SPECIAL FACTORS -- Position of
Mr. Levy and Messrs. Halperin Regarding Fairness of the Merger," "SPECIAL
FACTORS -- Background of the Merger," and "SPECIAL FACTORS -- Recommendation
of the Special Committee and Board of Directors; Fairness of the Merger" of the
Proxy Statement is incorporated herein by reference.
(c) The information set forth on the Outside and Inside Front Cover Page
and in "SUMMARY -- Vote Required," "GENERAL INFORMATION -- Voting at the
Meeting; Required Vote," "SPECIAL FACTORS -- Background of the Merger," "THE
MERGER AGREEMENT -- Conditions, Representations and Covenants," and
EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER" of the Proxy Statement
is incorporated herein by reference.
(d) The information set forth in "SUMMARY -- Recommendation of the
Special Committee and Board of Directors," "SUMMARY -- Opinion of Financial
Advisor," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Recommendation of the Special Committee and Board of Directors; Fairness of the
Merger," "SPECIAL FACTORS - Opinion of Financial Advisor" and EXHIBIT B --
"OPINION OF PATRICOF AND CO. CAPITAL CORP." of the Proxy Statement
is incorporated herein by reference.
(e) The information set forth in "SUMMARY -- Recommendation of the
Special Committee and Board of Directors" "SPECIAL FACTORS -- Background of the
Merger," and "SPECIAL FACTORS -- Recommendation of the Special Committee and
Board of Directors; Fairness of the Merger" of the Proxy Statement
is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) -- (c) The information set forth in "SUMMARY -- Opinion of Financial
Advisor," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Opinion of Financial Advisor," "CERTAIN PROJECTIONS" and EXHIBIT B -- "OPINION
OF PATRICOF& CO. CAPITAL CORP." of the Proxy Statement is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth on the Outside and Inside Front Cover Pages
and in "SUMMARY - Vote Required," "SUMMARY -- Interests of Certain Persons in
the Merger," "SUMMARY - Conditions to the Merger; Termination," "GENERAL
INFORMATION - Voting at the Meeting; Required Vote," "SPECIAL FACTORS --
Background of the Merger," "SPECIAL FACTORS -- Mergerco's Reasons for the
Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger,"
"INFORMATION CONCERNING MERGERCO" and "INFORMATION AS TO STOCK OWNERSHIP" of
the Proxy Statement is incorporated herein by reference.
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(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth on the Outside and Inside Front Cover Pages and
in "SUMMARY -- Vote Required," "SUMMARY -- Merger Agreement," "SUMMARY --
Interests of Certain Persons in the Merger," "SUMMARY -- Financing of the
Merger," "GENERAL INFORMATION - Voting at the Meeting; Required Vote," "SPECIAL
FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Mergerco's Reasons for
the Merger," "SPECIAL FACTORS -- Plans for the Company After the Merger,"
"SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "FINANCING OF
THE MERGER," "INFORMATION CONCERNING MERGERCO" and "INFORMATION AS TO STOCK
OWNERSHIP" of the Proxy Statement is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) The information set forth on the Outside and Inside Front Cover Pages
and in "SUMMARY -- Vote Required," "SUMMARY -- Merger Agreement," "SUMMARY --
Interests of Certain Persons in the Merger," "SPECIAL FACTORS -- Background of
the Merger," "GENERAL INFORMATION - Voting at the Meeting; Required Vote,"
"SPECIAL FACTORS -- Mergerco's Reasons for the Merger," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE MERGER AGREEMENT,"
"INFORMATION CONCERNING MERGERCO," "FINANCING OF THE MERGER," "INFORMATION AS TO
STOCK OWNERSHIP" and EXHIBIT A -- "AGREEMENT AND PLAN OF MERGER" of the
Proxy Statement is incorporated herein by reference
(b) The information set forth on the Outside and Inside Front Cover Pages
and in "SUMMARY -- Recommendation of the Special Committee and Board of
Directors," "SPECIAL FACTORS -- Position of Mr. Levy and Messrs. Halperin
Regarding Fairness of the Merger," and "SPECIAL FACTORS -- Recommendation of
the Special Committee and Board of Directors; Fairness of the Merger" of the
Proxy Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth on the Outside and Inside Front Cover
Pages, and in "SUMMARY -- Dissenters' Rights," "RIGHTS OF DISSENTING
STOCKHOLDERS" and EXHIBIT C -- "SECTION 262 OF THE DELAWARE GENERAL
CORPORATION LAW" of the Proxy Statement is incorporated herein by
reference.
(b) -- (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SELECTED FINANCIAL DATA,"
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and "INDEPENDENT PUBLIC
ACCOUNTANTS" of the Proxy Statement is incorporated herein by
reference.
(b) Not Applicable.
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "SUMMARY -- Financing of the Merger,"
"SPECIAL FACTORS - Plans for the Company After the Merger" and "FINANCING OF THE
MERGER" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "GENERAL INFORMATION - Proxies" of the
Proxy Statement is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement is
incorporated herein by reference in its entirety.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a) Commitment Letter dated September 3, 1996 to H. Irwin Levy from
Island National Bank and Trust Company.**
(b)(1) Opinion of Patricof & Co. Capital Corp. (attached as Exhibit B to
the Proxy Statement).**
(b)(2) Report of Patricof & Co. Capital Corp.**
(c) Agreement and Plan of Merger dated as of November 25, 1996 among
the Company and FLA Acquisition Corp. (attached as Exhibit A to
the Proxy Statement).**
(d)(1) Proxy Statement.(1)
(d)(2) Notice of Special Meeting of Stockholders (included in the
Proxy Statement).(1)
(d)(3) Proxy Card (included in the Proxy Statement).(1)
(d)(4) Press Release issued by the Company on August 12, 1996.**
(d)(5) Press Release issued by the Company on November 25, 1996.**
(e) Text of Section 262 of the Delaware General Corporation Law
(attached as Exhibit C to the Proxy Statement).**
(f) Not Applicable.
</TABLE>
- --------------------------
** Previously filed.
(1) Incorporated by reference (Commission File No. 0-20530).
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SIGNATURE
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.
HILCOAST DEVELOPMENT CORP.
Date: January 21, 1997 By: /s/ Jack Jaiven
-------------------------------------
Jack Jaiven, Executive Vice President
and Chief Financial Officer
10
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SIGNATURE
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.
FLA ACQUISITION CORP.
Date: January 21, 1997 By: /s/ H. Irwin Levy
-----------------------------------
H. Irwin Levy, President
11
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SIGNATURE
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.
Date: January 21, 1997 By: /s/ H. Irwin Levy
-----------------------------
H. Irwin Levy
12
<PAGE> 14
SIGNATURE
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.
Date: January 21, 1997 By: /s/ Maurice A. Halperin
-----------------------------
Maurice A. Halperin
13
<PAGE> 15
SIGNATURE
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.
Date: January 21, 1997 By: /s/ Barry S. Halperin
-----------------------------
Barry S. Halperin
14
