SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES ACT OF 1934
Amendment No. 1
LUCOR, INC.
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(Name of Issuer)
Lucor, Inc., Stephen P. Conway and Jerry B. Conway
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(Name of Person(s) Filing Statement)
Class A Common Stock, $.02 par value
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(Title of Class of Securities)
(CUSIP Number 0-25164)
Stephen P. Conway
Chairman and Chief Executive Officer
790 Pershing Road
Raleigh, North Carolina (919) 828-9511
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
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This statement is filed in connection with (check
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 soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [X]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [_]
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CALCULATION OF FILING FEE
Transaction Valuation: Amount of filing fee:
$4,414.50 $0.88
* This calculation is based upon one fiftieth of one percent
multiplied by transaction valuation shown above. For purposes
of calculation of this fee only, this transaction valuation is
based on the estimated number of shares that would otherwise be
converted into fractional shares as a result of the Reverse
Stock Split multiplied by $1.125. This $1.125 multiplier
constitutes the estimated cash consideration to be paid per
share in lieu of the issuance of any fractional shares, as
determined by the greater of (i) the average closing price of
Class A Stock for the twenty (20) trading days immediately
preceding the initial preliminary filing of this Proxy
Statement, and (ii) the average closing price of Class A Stock
for the twenty (20) trading days immediately preceding the
Effective Date. This price shall also be used for valuing the
Class B Common Stock.
** The amount of the filing fee calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934.
[_]Check box if any part of the fee is offset 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: Not Applicable
Filing Party: Not Applicable
Form or Registration No.: Not Applicable
Date Filed: Not Applicable
Item 1. Summary Term Sheet. The material terms of this
transaction are listed in the following:
Our Board of Directors has authorized a 20-for-1 reverse
stock split of our Class A Common Stock and Class B Common Stock,
and recommends that all shareholders approve the proposal by
voting for an amendment to our Articles of Incorporation. See
also the information under the caption "Summary of Reverse Stock
Split Proposal" in the Proxy Statement filed contemporaneously
with this schedule (throughout this schedule we refer to such
proxy statement as the "Proxy Statement").
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A majority of our stockholders must vote in favor of the
reverse stock split for the proposal to be implemented; however,
since the members of the Board have indicated their intention to
vote their shares for the approval of such proposal, and such
members hold or control a majority of the votes that may be cast
at the Special Meeting, approval of the proposed reverse stock
split is assured. See also the information under the captions
"Required Vote" and "Summary of Reverse Stock Split Proposal" in
the Proxy Statement.
The reverse stock split will not become effective until the
amendment is filed with the Florida Secretary of State's office
within ten (10) business days following the proposal's approval
at the Special Meeting. See also the information under the
caption "Summary of Reverse Stock Split Proposal" in the Proxy
Statement.
Once the reverse stock split becomes effective, you will
receive one new share of Class A Common Stock for each 20 shares
of the Class A Common Stock that you may own at that time and one
new share of Class B Common Stock for each 20 shares of the Class
B Common Stock that you may own at that time. For those who hold
less than 20 shares or those who do not hold shares in an even
multiple of 20 of either class, you will receive a cash payment
for those shares which would otherwise be converted into a
fraction of a share of the new stock. See also the information
under the caption "Summary of Reverse Stock Split Proposal" in
the Proxy Statement.
The reverse stock split is not expected to effect our
current business plan or operations. See also the information
under the caption "Conduct of the Company's Business after
Reverse Stock Split" in the Proxy Statement.
Each member of the Board of Directors has indicated that he
intends to vote in favor of the reverse stock split. See also the
information under the caption "Fairness of Reverse Stock Split
Proposal" in the Proxy Statement.
If the reverse stock split is approved, we will probably be
eligible to cease filing periodic reports with the SEC and we
intend to cease public registration of our Class A Common stock.
However, the Board has reserved the right to maintain
registration, even after implementing the reverse stock split, if
it deems that continued registration is in the best interests of
the Company and the shareholders at the time. See also the
information under the caption "Purpose and Reasons for the
Reverse Stock Split" in the Proxy Statement.
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Our Board of Directors did not obtain an investment bank or
other financial adviser to render a report or fairness opinion in
connection with the reverse stock split. See also the information
under the caption "Fairness of Reverse Stock Split Proposal" in
the Proxy Statement.
We expect that the reverse stock split should be treated as
a tax-free "recapitalization" for federal income tax purposes.
For those holders that receive a cash payment in lieu of
fractional shares, you will need to recognize income for the
difference between the amount of cash received and the portion of
the aggregate tax basis in your shares of common stock which was
not converted. See the information under the caption "Material
Federal Income Tax Consequences" in the Proxy Statement.
There are no appraisal rights for any stockholder who
dissents from approval of the reverse stock split under the
Company's governance documents. We have also concluded that
there are no appraisal rights under Florida General Corporation
law. We refer you, however, to Sections 607.1302 and 607.0604 of
the Florida Statutes which respectively proscribe the rights of
shareholders to dissent and treatment of fractional shares.
There may exist other rights or actions under state law for
stockholders who are aggrieved by reverse stock splits generally.
See also the information under the caption "Appraisal Rights;
Escheat Laws" in the Proxy Statement.
Item 2. Subject Company Information.
(a) Name and Address. Lucor, Inc. (the "Company") is the
subject company. Its principal executive office is located at
790 Pershing Road, Raleigh, North Carolina 27608 and its
telephone number is (919) 828-9511.
(b) Securities. The Class A Common stock trades on the OTC
Bulletin Board under the symbol "LUCR." As of September 30,
2000, there were (i) 2,333,133 outstanding shares of Class A
Common Stock, $.02 par value per share, (ii) 502,155 shares of
Class B Common Stock, $.02 par value per share, and (iii) 20,000
outstanding shares of Series A Preferred Stock, $.02 par value
per share.
(c) Trading Market and Price. The information set forth
under the caption "Certain Market Information" of the Proxy
Statement is incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
<PAGE>
(d) Dividends. None.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. None.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. This Amendment No. 1 is being filed
jointly by Lucor, Inc., the subject company, Stephen P. Conway,
Chairman of the Board and Chief Executive Officer, and Jerry B.
Conway, President. The Company's principal executive office is
located at 790 Pershing Road, Raleigh, North Carolina 27608 and
its telephone number is (919) 828-9511. The business address and
business telephone numbers for each executive officer and
director is 790 Pershing Road, Raleigh, North Carolina 27608 and
its telephone number is (919) 828-9511.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons. The
information required by (1) and (2) of this item is set forth
under the caption "Management" of the Proxy Statement and is
incorporated herein by reference pursuant to General Instruction
F to Schedule 13E-3.
(3) None of the Company's executive officers or
directors was convicted in a criminal proceeding during
the past five years.
(4) None of the Company's executive officers or
directors were a party to any judicial or administrative
proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person
from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a
finding of any violation of federal or state securities
laws.
(5) All of the Company's executive officers and
directors all citizens of the United States.
(d) Tender Offer. Not applicable.
<PAGE>
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth under the
captions "Notice of Special Meeting of Shareholders;" "Summary of
Reverse Stock Split Proposal;" "Background;" "Purpose and Reasons
for the Reverse Stock Split;" "Conduct of the Company's Business
after the Reverse Stock Split;" "Structure of the Reverse Stock
Split;" "Potential Detriments of the Reverse Stock Split Proposal
to Stockholders;" "Exchange of Stock Certificates and Payment of
Fractional Shares;" "Company Stock Options and Warrants;"
"Appraisal Rights; Escheat Laws;" " Material Federal Income Tax
Consequences;" and "Certain Effects of the Reverse Stock Split
Proposal on the Company's Stockholders" of the Proxy Statement
are incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
(c) Different Terms. None.
(d) Appraisal Rights. The information set forth under the
caption "Appraisal Rights; Escheat Laws" of the Proxy Statement
is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions or Negotiations.
(a) Transactions. The information set forth under footnote
5 of the Audited Financial Statements of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999
is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3. The information set forth under
the caption "FINANCIAL AND OTHER INFORMATION" of the Proxy
Statement is also incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
(b) Significant Corporate Events. Not applicable.
(c) Negotiations or Contacts. Not applicable.
(e) Agreements Involving the Subject Company's Securities.
Not applicable.
Item 6. Purposes of the Reverse Stock Split and Plans or
Proposals.
(b) Use of Securities Acquired. Outstanding shares of Class
A Common Stock, par value $.02 and Class B Common Stock, par
value $.02, that would otherwise be converted respectively into a
fractional share of Class A Common Stock and Class B Common Stock
of the Corporation, par value $.40, will be cancelled; otherwise
no securities will be acquired in the transaction.
<PAGE>
(c)(1)-(8) Plans. The information set forth under the
captions "Purpose and Reasons for the Reverse Stock Split;"
"Conduct of the Company's Business after the Reverse Stock
Split;" and "Certain Effects of the Reverse Stock Split Proposal
on the Company's Stockholders" of the Proxy Statement are
incorporated herein by reference pursuant to General Instruction
F to Schedule 13E-3.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes of the Reverse Stock Split. The information
set forth under the caption "Purpose and Reasons for the Reverse
Stock Split" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) Alternatives. The information set forth under the
captions "Fairness of the Reverse Stock Split Proposal" of the
Proxy Statement is incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
(c) Reasons. The information set forth under the caption
"Purpose and Reasons for the Reverse Stock Split" of the Proxy
Statement is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
(d) Effects. The information set forth under the captions
"Certain Effects of the Reverse Stock Split on the Company's
Stockholders;" "Potential Detriments of the Reverse Stock Split
Proposal to Stockholders;" and "Material Federal Income Tax
Consequences" of the Proxy Statement are incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth under the caption
"Fairness of the Reverse Stock Split Proposal" of the Proxy
Statement is incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
(b) Factors Considered in Determining Fairness. The
information set forth under the caption "Fairness of the Reverse
Stock Split Proposal" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule
13E-3.
(c) Approval of Security Holders. The information set forth
under the caption "Fairness of the Reverse Stock Split Proposal"
of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
<PAGE>
(d) Unaffiliated Representative. The information set forth
under the caption "Fairness of the Reverse Stock Split Proposal"
of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(e) Approval of Directors. The information set forth under
the caption "Fairness of the Reverse Stock Split Proposal" of the
Proxy Statement is incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal. See the information set
forth under the caption "Fairness of the Reverse Stock Split
Proposal" of the Proxy Statement which is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) Preparer and Summary of the Report, Opinion or
Appraisal. Not applicable.
(c) Availability of Documents. Not applicable.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the
subsection entitled "Financial Effect" under caption "Certain
Effects of the Reverse Stock Split on the Company's Stockholders"
of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(b) Conditions. None.
(c) Expenses. The information set forth in the subsection
entitled "Financial Effect" under the caption "Certain Effects of
the Reverse Stock Split on the Company's Stockholders" of the
Proxy Statement is incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
(d) Borrowed Funds. Not applicable.
<PAGE>
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth under
the caption "Security Ownership of Certain Beneficial Owners and
Management" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) Securities Transactions. None.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information set forth under the caption "Fairness of the
Reverse Stock Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction
F to Schedule 13E-3.
(e) Recommendations of Others. The information set forth
under the caption "Fairness of the Reverse Stock Split Proposal"
of the Proxy Statement is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
Item 13. Financial Statements.
(a) Financial Information.
(1) and (2) The information set forth under the
caption "FINANCIAL AND OTHER INFORMATION" of the Proxy
Statement is incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
(3) The ratio of earnings to fixed charges was (i)
0.888 and 0.808 for the fiscal years ended at December 31,
1999 and December 31, 1998, respectively, and (ii) 0.980,
1.024 and 0.902 for the fiscal quarters ended at March 31,
2000, June 30, 2000, and September 30, 2000, respectively.
(4) The book value per share as of September 30, 2000
was $1.595.
(b) Pro Forma Information. The transaction will not have a
material effect on the Company's balance sheet, statement of
income, earnings per share, ratio of earnings to fix charges or
book value per share.
Item 14. Persons/Assets, Retained, Employed, Compensated or
Used.
(a) Solicitations or Recommendations. None.
(b) Employees and Corporate Assets. None.
<PAGE>
Item 15. Additional information.
(b) Other Material Information. None.
Item 16. Exhibits.
(a) Proxy Statement filed with the Securities and Exchange
Commission concurrently with this form.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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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.
LUCOR, INC.
By:/s/ Stephen P. Conway
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Stephen P. Conway,
Chairman and Chief Executive Officer
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(Date)
/s/ Stephen P. Conway
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Stephen P. Conway
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(Date)
/s/ Jerry B. Conway
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Jerry B. Conway
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(Date)
<PAGE>
Appendix A
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LUCOR, INC.
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Pursuant to General Corporation Law of the State of Florida,
the undersigned, being the Chairman of the Board of Directors of
Lucor, Inc., a Florida corporation (the "Corporation"), does
hereby execute these Articles of Amendment to the Amended and
Restated Articles of Incorporation of Lucor, Inc., on behalf of
the Corporation, and certify as follows:
1. The name of the corporation is Lucor, Inc. (the
"Corporation").
2. Article III of the Corporation's Amended and Restated
Articles of Incorporation is hereby deleted in its entirety, with
the following substituted in its place:
The aggregate number of shares which this
Corporation shall have the authority to issue is
5,375,000, of which 250,000 shares, at the par value of
$.40 each share, will be designated Class A Common
Stock; 125,000 shares at the par value of $.40 each per
share shall be designated Class B Common Stock; and
5,000,000 shares at the par value of $.02 each per
share shall be designated Preferred Shares.
3. Upon the effectiveness of the foregoing amendment, (i) each
twenty outstanding shares of Class A Common Stock of the
Corporation, par value $.02, shall be combined into one share of
Class A Common Stock of the Corporation, par value $.40, and (ii)
each twenty outstanding shares of Class B Common Stock of the
Corporation, par value $.02, shall be combined into one share of
Class B Common Stock of the Corporation, par value $.40.
Outstanding shares of Class A Common Stock and Class B Common
Stock, each with a par value of $.02, which would otherwise be
respectively converted into a fractional share of Class A Common
Stock or Class B Common Stock of the Corporation, each with a par
value of $.40, will be cancelled, with the holders of such shares
receiving cash payment equal to such share's fair value as
determined in the good faith judgment of the Corporation's Board
of Directors.
<PAGE>
4. The date of adoption of the resolution approving the
combination of shares of this Corporation set forth in the
foregoing amendment is __________, 2000.
5. The foregoing amendment was required to be approved by the
shareholders of the Corporation and the number of votes cast for
the amendment by the shareholders was sufficient for approval in
accordance with Florida General Corporation Law.
IN WITNESS WHEREOF, the undersigned Chairman of the Board of
Directors of the Corporation has cause these Articles of
Amendment to the Amended and Restated Articles of Incorporation
of Lucor, Inc., as of this ____ day of__________, 2000.
LUCOR, INC.
By:/s/ Stephen P. Conway
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Stephen P. Conway,
Chairman and
Chief Executive Officer
ATTEST:
By:/s/ R. Lewis Stanford
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R. Lewis Stanford
Assistant Secretary
[CORPORATE SEAL]
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