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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
LAURENTIAN CAPITAL CORPORATION
(Name of Issuer and Person Filing Statement)
Series A Cumulative Convertible Preferred Stock $.01 par value per share
(Title of Class of Securities)
519256 20 0
(CUSIP Number of Class of Securities)
Robert T. Rakich
Laurentian Capital Corporation
640 Lee Road, Suite 303
Wayne, PA 19087
Telephone: (215) 889-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
Copy to:
E. B. Peebles III, Esq.
Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves
63 South Royal Street, Suite 1200
Mobile, Alabama 36602
(205) 432-6751
November 24, 1993
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$384,018 $76.80
* 4,414 shares at $87 per share.
/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: $261.00
Form or Registration No.: Schedule 13E-4 (SEC File No. 5-42606)
Filing Party: Laurentian Capital Corporation
Date Filed: November 24, 1993
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EXHIBIT INDEX PAGE Page of
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NOTE: PAPER FILING OF THIS DOCUMENT WAS MADE ON JANUARY 6, 1994.
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, the information set forth in
this Final Amendment restates the information set forth in the Schedule 13E-4
dated November 24, 1993 to which this Final Amendment relates.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Laurentian Capital Corporation, a Delaware
corporation (the "Company"), which has its principal executive offices at 640
Lee Road, Suite 303, Wayne, Pennsylvania 19087 (telephone number (215)
889-7400).
(b) This schedule relates to the offer by the Company to purchase up to
15,000 of the outstanding shares of Series A Cumulative Convertible Preferred
Stock, $.01 par value per share, of the Company (such shares are herein
referred to as the "Preferred Shares") at a price of $87 per Share, net to the
seller in cash, all upon the terms and subject to the conditions set forth in
the Offer to Purchase dated November 24, 1993 (the "Offer to Purchase"), and
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively. The information set forth in Sections 1 and
7 of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "No Market Price for Preferred Shares;
Dividends" in Section 6 of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
* (f) The Offer terminated on Friday, December 31, 1993 at 5:00 p.m.
Eastern Time. Pursuant to the Offer, 4,414 Shares were tendered, all of which
were accepted for purchase by the Company at the Purchase Price of $87.00 per
Share.
* added in Final Amendment
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Source and Amount of Funds" in Section
9 of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j)The information set forth under "Purpose of the Offer; Certain
Effects of the Offer" in Section 7 of the Offer to Purchase and "Certain
Information Concerning the Company" in Section 8 of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth under "Transactions and Agreements Concerning
the Shares" in Section 10 of the Offer to Purchase is incorporated herein by
reference.
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ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth under "Transactions and Arrangements
Concerning the Shares" in Section 10 of the Offer to Purchase is incorporated
herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Fees and Expenses" in Section 13 of the
Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The historical financial information set forth under "Certain
Information Concerning the Company - Summary Historical Financial Information"
in Section 8 of the Offer to Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a)-(d) None or not applicable.
(e) All information contained in the Offer to Purchase that is not
otherwise incorporated by reference herein is hereby incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated November 24, 1993.
(a)(2) Form of Letter of Transmittal dated November 24, 1993, together
with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(3) Text of Letter to holders of Preferred Shares from Laurentian
Capital Corporation dated November 24, 1993.
(a)(4) Text of Press Release dated November 24, 1993.
* (a)(5) Form of Press Release dated January 4, 1994.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
* filed with Final Amendment
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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.
LAURENTIAN CAPITAL CORPORATION
By:/S/ BERNHARD M. KOCH
------------------------------------------
BERNHARD M. KOCH
Secretary
Dated: January 5, 1994
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INDEX TO EXHIBITS
EXHIBIT Sequentially
NUMBER EXHIBIT DESCRIPTION NUMBERED PAGES
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(a)(1) Form of Offer to Purchase dated November 24, 1993.
(a)(2) Form of Letter of Transmittal dated November 24, 1993,
together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(3) Text of Letter to holders of Preferred Shares from
Laurentian Capital Corporation dated November 24, 1993.
(a)(4) Text of Press Release dated November 24, 1993.
*(a)(5) Form of Press Release dated January 4, 1994.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
* filed with Final Amendment.
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EXHIBIT (A)(1)
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Offer By
LAURENTIAN CAPITAL CORPORATION
To Purchase For Cash
Up to 15,000 Shares of Its
Series A Cumulative Convertible Preferred Stock
At $87 Net Per Preferred Share
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, DECEMBER 31, 1993, UNLESS THE OFFER IS EXTENDED.
To the Holders of Series A Cumulative Convertible
Preferred Stock of Laurentian Capital Corporation
Laurentian Capital Corporation, a Delaware corporation (the "Company"),
invites holders of its Series A Cumulative Convertible Preferred Stock, par
value $.01 per share (such shares are herein referred to as the "Preferred
Shares"), to tender their Preferred Shares at a price of $87 per Preferred
Share (the "Purchase Price"), net to the seller in cash, upon the terms and
subject to the conditions set forth herein and in the related Letter of
Transmittal (which together constitute the "Offer").
The Company will purchase at the Purchase Price all Preferred Shares
validly tendered and not withdrawn upon the terms and subject to the
conditions of the Offer, including the proration provisions thereof. The
Company reserves the right, in its sole discretion, to purchase more than
15,000 Preferred Shares pursuant to the Offer.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF PREFERRED SHARES
BEING TENDERED.
IMPORTANT
Any stockholder desiring to accept the Offer should either (1) request
such stockholder's broker, dealer, commercial bank, trust company or nominee
to effect the transaction for him or (2) complete the Letter of Transmittal or
a facsimile thereof, sign it in the place required, have his signature thereon
guaranteed if required by the Letter of Transmittal and forward it and any
other required documents to the Company, and deliver the certificates for such
Preferred Shares to the Company along with the Letter of Transmittal.
Stockholders having Preferred Shares registered in the name of a broker,
dealer, commercial bank, trust company or nominee must contact such person if
they desire to tender their Preferred Shares.
Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Letter of Transmittal may be directed to the
Secretary of the Company at the address and telephone number set forth on the
back cover of this Offer to Purchase.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER WHETHER TO TENDER ALL OR ANY PREFERRED SHARES. EACH
STOCKHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER PREFERRED SHARES AND,
IF SO, HOW MANY PREFERRED SHARES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER PREFERRED SHARES PURSUANT TO
THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED
HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION
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AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY.
November 24, 1993
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TABLE OF CONTENTS
SECTION PAGE
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1. Number of Preferred Shares; Extension of Offer.................... 2
2. Procedure for Tendering Preferred Shares.......................... 3
3. Withdrawal Rights................................................. 4
4. Acceptance for Payment of Preferred Shares and Payment of Purchase
Price............................................................. 4
5. Certain Conditions of the Offer................................... 5
6. No Market Price for Preferred Shares; Dividends................... 6
7. Purpose of the Offer; Certain Effects of the Offer................ 6
8. Certain Information Concerning the Company........................ 8
9. Source and Amount of Funds........................................ 10
10. Transactions and Agreements Concerning the Preferred Shares....... 10
11. Certain Federal Income Tax Consequences........................... 10
12. Extension of Tender Period; Termination; Amendment................ 11
13. Fees and Expenses................................................. 11
14. Miscellaneous..................................................... 11
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1. NUMBER OF PREFERRED SHARES; EXTENSION OF OFFER. As of November 24,
1993, the Company had issued and outstanding 45,982 Preferred Shares. Upon
the terms and subject to the conditions described herein and in the Letter of
Transmittal, the Company will purchase 15,000 Preferred Shares (or such lesser
number as are properly tendered) that are validly tendered and not withdrawn
prior to the Expiration Date (as hereinafter defined) at a price of $87 per
Preferred Share. The later of 5:00 P.M., Eastern time, on Friday, December
31, 1993, or the latest time and date to which the Offer is extended, is
referred to herein as the "Expiration Date." Only Preferred Shares validly
tendered prior to the Expiration Date will be eligible for purchase. If the
Offer is oversubscribed, as described below Preferred Shares validly tendered
prior to the Expiration Date will be eligible for proration. The Company
reserves the right, in its sole discretion, to purchase more than 15,000
Preferred Shares pursuant to the Offer.
The Offer is not conditioned on any minimum number of Preferred Shares
being tendered, but is subject to certain other conditions. See Section 5.
All Preferred Shares purchased pursuant to the Offer will be purchased at
the Purchase Price. All Preferred Shares not purchased pursuant to the Offer,
including Preferred Shares not purchased because of proration or otherwise,
will be returned to the tendering stockholders at the Company's expense as
promptly as practicable following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, if 15,000 or
fewer Preferred Shares have been validly tendered and not withdrawn prior to
the Expiration Date, the Company will purchase all such Preferred Shares.
Upon the terms and subject to the conditions of the Offer, if more than 15,000
Preferred Shares have been validly tendered and not withdrawn prior to the
Expiration Date, the Company will purchase Preferred Shares validly tendered
and not withdrawn prior to the Expiration Date on a pro rata basis (with
appropriate adjustments to avoid purchases of fractional Preferred Shares).
If proration of tendered Preferred Shares is required, because of the
difficulty in determining the number of Preferred Shares validly tendered and
not withdrawn prior to the Expiration Date, the Company expects that it may
not be able to announce the final proration factor or to commence payment for
any Preferred Shares purchased pursuant to the Offer until approximately ten
AMEX trading days after the Expiration Date.
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Preliminary results of proration will be announced by press release as
promptly as practicable after the Expiration Date.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by publication of notice of such extension. There can be no
assurance, however, that the Company will exercise its right to extend the
Offer. The Company also expressly reserves the right, in its sole discretion,
to amend the terms of the Offer. If the Company decides to amend the Offer to
increase (except for any increase not in excess of 2% of the outstanding
Preferred Shares) or decrease the number of Preferred Shares being sought or
to increase or decrease the Purchase Price and, at the time that notice of
such increase or decrease is first published, sent or given to holders of
Preferred Shares in the manner specified below, the Offer is scheduled to
expire at any time earlier than the tenth business day from the date that such
notice is first so published, sent or given, the Offer will be extended until
the expiration of such ten-business-day period. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight,
Eastern time. See Section 12.
2. PROCEDURE FOR TENDERING PREFERRED SHARES. To tender Preferred Shares
pursuant to the Offer, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), any other documents required by the Letter
of Transmittal and certificates for the Preferred Shares to be tendered must
be received by the Company at its address set forth on the back cover of this
Offer to Purchase by the Expiration Date.
Except as otherwise provided below, all signatures on a Letter of
Transmittal must be guaranteed by a participant in a medallion signature
guarantee program which is either a firm that is a member of a registered
national securities exchange or the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office, branch
or agency in the United States (an "Eligible Institution"). Signatures on a
Letter of Transmittal need not be guaranteed if (a) the Letter of Transmittal
is signed by the registered holder of the Preferred Shares tendered therewith
or (b) such Preferred Shares are tendered for the account of an Eligible
Institution. See Instructions 1 and 5 of the Letter of Transmittal.
THE METHOD OF DELIVERY OF PREFERRED SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF
CERTIFICATES FOR PREFERRED SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Under the federal income tax backup withholding rules, unless an exception
applies under the applicable law and regulations, 20% of the gross proceeds
payable to a stockholder or other payee pursuant to the Offer must be withheld
and remitted to the United States Treasury, unless the stockholder or other
payee provides his taxpayer identification number (employer identification
number or social security number) to the Company and certifies that such
number is correct. Therefore, unless such an exception exists and is proven
in a manner satisfactory to the Company, each tendering stockholder should
complete and sign the Substitute Form W-9 included as part of the Letter of
Transmittal, so as to provide the information and certification necessary to
avoid backup withholding. Certain stockholders (including, among others,
certain foreign individuals) are not subject to these backup withholding and
reporting requirements.
The tender of Preferred Shares pursuant to the procedure described above
will constitute an agreement between the tendering stockholder and the Company
upon the terms and subject to the conditions of the Offer, including the
tendering stockholder's representation and warranty that such stockholder owns
the Preferred Shares being tendered.
Under certain circumstances and subject to the exceptions set forth in
Section 1, the Company may prorate the number of Preferred Shares purchased
pursuant to the Offer. However, a stockholder may not tender Preferred Shares
subject to the condition that a specified minimum number of such holder's
Preferred Shares
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tendered pursuant to a Letter of Transmittal must be purchased if any such
Preferred Shares so tendered are purchased.
All questions as to the Purchase Price, the form of documents and the
validity, eligibility (including time of receipt) and acceptance for payment
of any tender of Preferred Shares will be determined by the Company, in its
sole discretion, which determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Preferred Shares
determined by it not to be in proper form or the acceptance for payment of or
payment for Preferred Shares that may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any defect or irregularity in any tender of Preferred Shares. Neither the
Company nor any other person will be under any duty to give notification of
any defect or irregularity in tenders or incur any liability for failure to
give any such notification.
3. WITHDRAWAL RIGHTS. Tenders of Preferred Shares made pursuant to the
Offer may be withdrawn at any time prior to the Expiration Date. Thereafter,
such tenders are irrevocable, except that they may be withdrawn after January
30, 1994 unless theretofore accepted for payment as provided in this Offer to
Purchase. If the Company extends the period of time during which the Offer is
open, is delayed in accepting for payment or paying for Preferred Shares or is
unable to accept for payment or pay for Preferred Shares pursuant to the Offer
for any reason, then, without prejudice to the Company's rights under the
Offer, the Company may retain all Preferred Shares tendered, and such
Preferred Shares may not be withdrawn except as otherwise provided in this
Section 3, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides
that the issuer making the tender offer shall either pay the consideration
offered, or return the tendered securities, promptly after the termination or
withdrawal of the tender offer.
To be effective, a written, telegraphic, telex or facsimile transmission
notice of withdrawal must be timely received by the Company at its address set
forth on the back cover of this Offer to Purchase and must specify the name of
the person who tendered the Preferred Shares to be withdrawn and the number of
Preferred Shares to be withdrawn. A signed notice of withdrawal with
signatures guaranteed by an Eligible Institution (except in the case of
Preferred Shares tendered by an Eligible Institution) must be submitted prior
to the release of such Preferred Shares, which notice must specify the name of
the registered holder (if different from that of the tendering stockholder)
and the serial numbers shown on the particular certificates evidencing the
Preferred Shares to be withdrawn. Withdrawals may not be rescinded, and
Preferred Shares withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn Preferred Shares may be retendered
by again following the procedure described in Section 2 at any time prior to
the Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. Neither the
Company nor any other person will be under any duty to give notification of
any defect or irregularity in any notice of withdrawal or incur any liability
for failure to give any such notification.
4. ACCEPTANCE FOR PAYMENT OF PREFERRED SHARES AND PAYMENT OF PURCHASE
PRICE. Upon the terms and subject to the conditions described herein and in
the Letter of Transmittal and as promptly as practicable after the Expiration
Date, the Company will (subject to the proration provisions of the Offer)
accept for payment and pay for Preferred Shares validly tendered and not
withdrawn as permitted in Section 3. In all cases, payment for Preferred
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Company of certificates for such Preferred Shares, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal.
For purposes of the Offer, the Company will be deemed to have purchased
Preferred Shares that are validly tendered and not withdrawn as, if and when
it publishes notice of its acceptance for payment of such Preferred Shares.
The Company will transmit payment directly to tendering stockholders. Under
no circumstances will interest be paid on amounts to be paid to tendering
stockholders by the Company by reason of any delay in
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making such payment, nor shall dividends be paid, whether accrued, current or
in arrears or otherwise, with respect to Preferred Shares purchased.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Preferred Shares purchased pursuant to the Offer, except as
set forth in Instruction 6 of the Letter of Transmittal.
Payment for Preferred Shares may be delayed in the event of difficulty in
determining whether Preferred Shares are validly tendered or if proration is
required. In addition, if certain events occur, the Company may not be
obligated to purchase Preferred Shares pursuant to the Offer. See Section 5.
5. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision
of the Offer, the Company shall not be required to accept for payment or pay
for any Preferred Shares tendered, and may terminate the Offer and may
postpone (subject to the requirements of the Exchange Act for prompt payment
for or return of Preferred Shares) the acceptance for payment of, and payment
for, Preferred Shares tendered, if at any time on or after November 24, 1993
and before acceptance for payment of or payment for any such Preferred Shares
(whether or not any Preferred Shares have theretofore been accepted for
payment or paid for pursuant to the Offer) any of the following shall have
occurred:
(a) there shall have been instituted or threatened any action,
proceeding, order, decree or injunction before or by any court or
administrative agency that (i) challenges the acquisition of Preferred
Shares pursuant to the Offer or otherwise in any manner relates to or
affects the Offer or (ii) in the sole judgment of the Company, could
materially and adversely affect the business, financial condition, income,
operations or prospects of the Company and its subsidiaries;
(b) there shall have been proposed or enacted any statute, rule or
regulation that, in the sole judgment of the Company, might prohibit,
restrict or delay consummation of the Offer or materially impair the
contemplated benefits of the Offer to the Company;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a
banking moratorium or any suspension of payments in respect to banks in the
United States, (iii) any limitation (whether or not mandatory) by any
governmental authority on, or any other event that, in the sole judgment of
the Company, might affect the extension of credit by banks or other lending
institutions, (iv) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (v) in the case of any of the foregoing existing at the time
of the commencement of the Offer, a material acceleration or worsening
thereof or (vi) any decline in either the Dow Jones Industrial Average or
the Standard and Poor's Index of 500 Industrial Companies by an amount in
excess of 15%, measured from the close of business on November 23, 1993; or
(d) any change shall occur or be threatened in the business,
financial condition, income, operations, Preferred Share or common stock
ownership or prospects of the Company which, in the sole judgment of the
Company, is or may be material to the Company;
and, in the sole opinion of the Company, in any such case and regardless of
the circumstances (including any action or omission to act by the Company)
giving rise to such condition, such event makes it inadvisable to proceed with
the Offer or with such acceptance for payment.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action
or inaction by the Company) giving rise to any such condition, and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. Any determination by the Company
concerning the events described above will be final and binding on all
parties.
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6. NO MARKET PRICE FOR PREFERRED SHARES; DIVIDENDS. The shares are not
listed on any exchange or traded on the NASDAQ National Market System or in
the over-the-counter market. There is accordingly no established trading
market (other than limited or sporadic) for the Preferred Shares.
The Company has timely paid the $6.00 annual cash dividend payable to
holders of Preferred Shares since the issuance of the Preferred Shares in
1987. See Section 7(a) regarding the dividend preference of Preferred Shares.
7. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. The Company is
making the Offer because the Board of Directors believes that the purchase of
its Preferred Shares at this time represents an attractive investment
opportunity that will benefit the Company and its stockholders. The Offer
provides stockholders who are considering the sale of all or a portion of
their Preferred Shares the opportunity to sell all or part of their Preferred
Shares, notwithstanding the absence of an established trading market for
Preferred Shares, and to realize cash for their Preferred Shares prior to the
scheduled redemption dates for Preferred Shares.
To the extent that the purchase of Preferred Shares in the Offer results in
a reduction of the number of holders of record of Preferred Shares, the cost
of the Company for services to holders of Preferred Shares will be reduced.
The Company's primary purpose for making the Offer is to effect savings in
future scheduled payments for dividends and redemptions of Preferred Shares.
The resolutions of the Board of Directors of the Company pursuant to which the
Preferred Shares were authorized specify, among other things:
(a) that holders of outstanding Preferred Shares are entitled to
receive, when and as declared by the Board of Directors of the Company out
of assets of the Company legally available for payment, cumulative cash
dividends at the rate of $6.00 per share, payable on July 7 of each year;
(b) that Preferred Shares are convertible into shares of the common
stock, $.05 par value per share, of the Company ("Common Stock"), each
Preferred Share being convertible into 3.75 shares of Common Stock until
July 7, 1994, and into 2.75 shares of Common Stock thereafter and until
July 7, 1997;
(c) that Preferred Shares may be redeemed at a price of $100 per
share plus accrued and unpaid dividends at any time at the option of the
Company, and that the Company is required to redeem, at the redemption
price of $100 per share plus accrued and unpaid dividends, sufficient
Preferred Shares so that: by July 7, 1994, no more than 34,660 Preferred
Shares will remain outstanding; by July 7, 1995, no more than 23,106
Preferred Shares will remain outstanding; by July 7, 1996, no more than
11,553 Preferred Shares will remain outstanding; and by July 7, 1997, no
Preferred Shares will remain outstanding; and
(d) that Preferred Shares have a liquidation preference of $100 per
share plus all unpaid dividends accrued to the date fixed for payment of
such liquidation preference.
To satisfy the mandatory redemption requirements described above, absent a
reduction of outstanding Preferred Shares as a result of the Offer or
otherwise, the Company would be required to redeem 11,322 Preferred Shares in
July of 1994, and approximately 11,554 Preferred Shares in July of each of
1995, 1996 and 1997. Assuming that the currently outstanding Preferred Shares
remain outstanding, the Company will be required to expend by July 7, 1995 an
aggregate of approximately $483,852 in payment of dividends and an aggregate
of approximately $2,287,600 for required redemptions with respect to 11,322
currently outstanding Preferred Shares in 1994 and 11,554 Preferred Shares in
1995. If 15,000 Preferred Shares are tendered pursuant to the Offer: (a) the
expenditure by the Company to purchase such Preferred Shares would total
$1,305,000; (b) the Company would not be required to make any dividend
payments with respect to the redeemed Preferred Shares; (c) the dividends
payable through 1995 with respect to the Preferred Shares remaining
outstanding would be reduced to $371,784; and (d) the Company would not be
required to make any redemption payments with
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respect to any Preferred Shares until July of 1995, when 7,876 Preferred
Shares would be required to be redeemed at a cost of $787,600. Because the
Company intends that Preferred Shares to be redeemed would be selected by lot,
it is impossible to predict in which year any particular Preferred Shares
would be redeemed. Holders of Preferred Shares who do not tender Preferred
Shares can expect (to the extent of funds legally available for such payment)
to receive the annual dividend of $6.00 per share until their Preferred Shares
are redeemed and the redemption price of $100 per share upon redemption. The
rights and preferences of Preferred Shares remaining outstanding after the
Offer will remain unchanged.
Holders of Preferred Shares who tender pursuant to the Offer would forego
the rights and preferences described above with respect to Preferred Shares
purchased pursuant to the Offer. Furthermore, no payment of accrued or
partial dividends or dividends in arrears will be made with respect to
Preferred Shares purchased pursuant to the Offer. At September 30, 1993 the
Company had accrued $1.50 per share for dividends with respect to Preferred
Shares.
In addition, because of the conversion privilege described above, for so
long as Preferred Shares remain outstanding, they may be converted into Common
Stock on the basis described above. On November 18, 1993, the closing price
of the Common Stock on the American Stock Exchange ("AMEX") was $8.375, so
that the value of Common Stock into which each Preferred Share was convertible
on such date was $31.41. Stockholders are urged to obtain a current market
quotation for the Common Stock. However, there can be no assurance as to the
level of future earnings generated by the Company's business or the book value
of the Company's assets or the market value of the Common Stock in the future.
The Company has no current plans to acquire Common Stock. However, the
Company reserves the right to undertake tender offers for Common Stock or
Preferred Shares in the future, including tender offers which could result in
the Company "going private." Any such offers would be made in compliance with
the reporting requirements of the Exchange Act. At present, the Company has
no intention to undertake any additional Offers for its own Preferred Shares
in the immediate future. However, to the extent that Preferred Shares remain
outstanding after expiration of the Offer, the Company may in the future
purchase additional Preferred Shares in the open market, in private
transactions, through tender offers, or otherwise. Rule 13e-4 under the
Exchange Act, however, prohibits the Company and its affiliates from
purchasing any Preferred Shares, other than pursuant to the Offer, until at
least 10 business days after the Expiration Date. Any future purchases of
Common Stock or Preferred Shares by the Company would depend on many factors,
including the market price of the Common Stock, the Company's business and
financial position, and general economic and market conditions.
Under Delaware law applicable to the Company, the Company may repurchase
its shares of capital stock or pay dividends thereon out of surplus. The
repurchase of Preferred Shares pursuant to the Offer will reduce the Company's
surplus and, accordingly, the amounts legally available for such repurchases
or dividends. However, the Company does not believe the purchase of Preferred
Shares pursuant to the Offer will restrict its ability to declare and pay
dividends, though it has no present intentions to do so with respect to Common
Stock, or to repurchase shares of capital stock.
As of November 24, 1993, the Company had issued and outstanding 45,982
Preferred Shares. The 15,000 Preferred Shares that the Company is offering to
purchase represent approximately 32.6% of the Preferred Shares outstanding as
of that date. The Preferred Shares are not currently "margin securities"
under the rules of the Federal Reserve Board which allow brokers to extend
credit on the collateral of such shares.
Shares of Common Stock (unlike the Preferred Shares) are registered under
the Securities and Exchange Act of 1934, as amended, and are publicly traded
on the AMEX. The Company's purchase of Preferred Shares pursuant to the Offer
will not result in the Common Stock being delisted from the AMEX nor affect
the Company's obligations to comply with periodic reporting provisions and
other requirements of the Exchange Act.
- 14 -
<PAGE>
The Company currently intends to retire Preferred Shares purchased pursuant
to the Offer and return them to the status of authorized but unissued
preferred stock, which may be redesignated and reissued as part of a series of
preferred stock of the Company.
Robert D. Larrabee, a director of the Company, beneficially owns 3,047
Preferred Shares, or approximately 6.6% of the outstanding Preferred Shares
and approximately 20.3% of the number of Preferred Shares that the Company is
offering to purchase. The Company has been informed that Mr. Larrabee
intends to tender 1,000 Preferred Shares pursuant to the Offer, and that Loyal
American Life Insurance Company, a wholly-owned subsidiary of the Company
which owns 808 Preferred Shares, does not intend to tender Preferred Shares
pursuant to the Offer. No other director or executive officer of the Company
owns any Preferred Shares.
NEITHER THE COMPANY NOR THE BOARD OF DIRECTORS MAKES ANY REPRESENTATION
THAT THE PURCHASE PRICE REPRESENTS THE TRUE VALUE OF PREFERRED SHARES, OR
THAT THE PURCHASE PRICE IS OTHERWISE FAIR. THERE IS NO KNOWN MARKET FOR
THE PREFERRED SHARES BY WHICH A PRICE BASED ON SALES OF AND PURCHASES OF
SUCH PREFERRED SHARES CAN BE ESTABLISHED.
8. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is an
insurance holding company incorporated under the laws of Delaware. The
Company's principal executive offices are located at 640 Lee Road, Suite 303,
Wayne, Pennsylvania 19087, telephone number (215) 889-7400.
Except as disclosed in this Offer to Purchase, the Company has no other
agreements or understandings as to either divestitures or acquisitions that
would be material to the Company and does not have any plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend policy, indebtedness or capitalization of the Company; (f) any other
material change in the Company's corporate structure or business; (g) any
change in the Company's Articles of Incorporation or By-Laws or any actions
which may impede the acquisition of control of the Company by any person; (h)
a class of equity security of the Company being delisted from the AMEX; (i) a
class of equity security of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the
suspension of the Company's obligation to file reports pursuant to Section
15(d) of the Exchange Act.
However, the Company is informed that the Laurentian Group Corporation
("Laurentian Group"), which beneficially owns approximately 82% of the
outstanding common stock of the Company, issued a joint Press Release on
October 20, 1993 (the "Press Release") with Mouvement Des Caisses Desjardins
("Desjardins"), announcing that Desjardins intended to make an exchange bid to
shareholders of Laurentian Group. As described in the Press Release,
Desjardins is projected to control more than 2/3 of Desjardins Laurentian
Financial Corporation, a new company being formed to complete the acquisition.
Accordingly, the transactions described in the Press Release, if completed,
would cause a change in control of Laurentian Group and of the Company. The
Press Release is included in the Company's Current Report on Form 8-K dated
October 20, 1993, copies of which may be obtained as set forth in Section 14.
The effect, if any, of such change of control, should it occur, on the Company
or its Common Stock cannot be determined at this time.
SUMMARY HISTORICAL FINANCIAL INFORMATION
Set forth below is certain consolidated historical information of the
Company and its subsidiaries. The historical information has been summarized
from the audited consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1992 and from the
unaudited consolidated financial statements of the Company included in the
Company's Quarterly Report on Form 10-Q for
- 15 -
<PAGE>
the quarter ended September 30, 1993. More comprehensive financial
information is included in such reports and the financial information which
follows is qualified in its entirety by reference to such reports and all of
the financial statements and related notes contained therein, copies of which
may be obtained as set forth in Section 14. The data as of and for the nine
months ended September 30, 1993 and September 30, 1992 have been derived from
unaudited financial statements which, in the opinion of the Company, contain
all adjustments, consisting only of normal recurring adjustments, necessary
for a fair presentation of such data. The results of operations for the
nine-month period ended September 30, 1993 are not necessarily indicative of
the results to be expected for the full year.
SUMMARY HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30 DECEMBER 31
------------------- -------------
1993 1992 1992 1991
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Premium income. . . . . . . . . . . $ 61,392 $ 58,733 $ 80,186 $ 79,551
Realized investment gains . . . . . 2,115 1,007 53 3,696
Net investment and other income . . 38,829 36,320 50,159 47,774
-------- -------- -------- --------
Total revenues . . . . . . . . 102,336 96,060 130,398 131,021
Benefits and expenses . . . . . . . 93,932 88,114 120,221 122,798
Income tax expense . . . . . . . . 2,566 2,982 3,463 2,777
Income before accounting change . . $ 5,848 $ 4,964 $ 6,714 $ 5,446
Adoption of accounting pronounce-
ment on income taxes. . . . . . . 400 ----- ----- -----
Net income. . . . . . . . . . . . . $ 6,248 $ 4,964 $ 6,714 $ 5,446
Net income per share. . . . . . . . $ 0.80 $ 0.59 $ 0.80 $ 0.63
Weighted average number of common
shares outstanding . . . . . . . . 7,549 8,078 7,984 8,111
BALANCE SHEET DATA:
Invested assets . . . . . . . . . . $558,772 $548,893 $542,984 $528,013
Total assets. . . . . . . . . . . . 929,053 912,829 905,883 909,499
Debt. . . . . . . . . . . . . . . . 54,846 54,480 54,454 52,242
Stockholders' equity. . . . . . . . 98,319 92,058 92,030 87,918
Book value per common share . . . . $ 13.02 $ 11.44 $ 12.20 $ 10.84
</TABLE>
The financial information set forth above should be read in conjunction with
the consolidated financial statements of the Company set forth in the
Company's Annual Report on Form 10-K for the year ended December 31, 1992, and
the Company's Quarterly Report on Form 10-Q for the period ended September 30,
1993.
9. SOURCE AND AMOUNT OF FUNDS. Assuming that the Company purchases
15,000 Preferred Shares pursuant to the Offer at a price of $87 per Preferred
Share, the total amount required by the Company to purchase such Preferred
Shares will be approximately $1.3 million, exclusive of fees and other
expenses. The Company expects to pay for the Preferred Shares purchased
pursuant to the Offer from proceeds of sales and maturities of short-term
investments.
10. TRANSACTIONS AND AGREEMENTS CONCERNING THE PREFERRED SHARES.
Neither the Company nor its subsidiaries, nor, to their knowledge, any of
their executive officers or directors or any associate of any such officer or
director has engaged in any transactions involving the Preferred Shares during
the 40 business days preceding the date hereof. Neither the Company nor its
subsidiaries, nor, to their knowledge, any of their executive officers or
directors, is a party to any contract, arrangement, understanding or
relationship relating directly or indirectly to the Offer with any other
person with respect to the Preferred Shares.
- 16 -
<PAGE>
11. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Purchases of Preferred
Shares by the Company pursuant to the Offer will be taxable transactions for
federal income tax purposes under the United States Internal Revenue Code of
1986, as amended (the "Code"), and may also be taxable transactions under
applicable state, local and foreign tax laws.
The following summary is based upon the Code, the Treasury Regulations
promulgated thereunder, Internal Revenue Service ("IRS") rulings and judicial
decisions, all as in effect on the date hereof, and all of which are subject
to change, possibly with retroactive effect. This summary does not address
all of the federal income tax consequences that may be relevant to a holder in
light of such holder's particular tax situation or to certain classes of
holder subject to special treatment under the federal income tax laws (for
example, dealers in securities, banks, insurance companies, S corporations,
nonresident aliens, foreign corporations and tax-exempt entities), nor does it
address any aspect of gift, estate, state, local or foreign taxation. This
discussion is directed to holders who are United States persons and assumes
Preferred Shares are held as a capital asset and that holders of Preferred
Shares own no Common Stock. Holders of Preferred Shares (and particularly
those also owning Common Stock) are urged to consult their own tax advisors
regarding the tax consequences of tendering Preferred Shares, including the
application and effect of any gift, estate, applicable state, local, foreign
income or other tax laws.
The Company will not seek a ruling from the Internal Revenue Service (the
"IRS") with regard to the federal income tax treatment of the Offer, and the
Company will file information returns with the IRS reporting gross proceeds
paid to stockholders of record pursuant to the Offer.
Gain or loss (rather than dividend income) will be recognized by a
stockholder whose sale of Preferred Shares to the Company is treated as a sale
or exchange. Gain or loss will be equal to the difference between the amount
of cash received and the adjusted tax basis in the Preferred Shares sold.
This gain or loss generally will be long-term capital gain or loss if the
holding period of the Preferred Shares exceeds one year. Capital gain or loss
on such Preferred Shares will be short-term capital gain or loss if the
holding period of the Preferred Shares is one year or less.
The determination of whether a holder is entitled to sale or exchange
treatment will be made pursuant to Section 302 of the Code. A tendering
holder of Preferred Shares will be entitled to sale or exchange treatment
under section 302(a) of the Code if, immediately after the Offer is completed,
such holder does not actually or constructively own 50% or more in fair market
value of the outstanding stock of the Company. In light of the ownership by
The Imperial Life Assurance Company of Canada and Laurentian Financial, Inc.
of over 80%, in the aggregate, of the Common Stock, the Company believes that
no tendering holder of Preferred Shares will own, actually or constructively,
over 50% of the Company's stock and, hence, that all of such holders will be
entitled to sale or exchange treatment. However, the constructive ownership
and other rules relating to Section 302 of the Code are complex, and each
holder of Preferred Shares is urged to consult his own tax advisor as to
whether he will be entitled to sale or exchange treatment under section 302(a)
of the Code.
See Section 2 with respect to the application of federal income tax
withholding and backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT HIS OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OF THE OFFER, INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
12. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The Company
reserves the right, at any time or from time to time, to extend the period of
time during which the Offer is open by making a public announcement thereof.
During any such extension, all Preferred Shares previously tendered and not
purchased or withdrawn will remain subject to the Offer, except to the extent
that such Preferred Shares may be withdrawn as set forth in Section 3. The
Company reserves the right (i) to terminate the Offer and not accept for
payment or pay for any Preferred Shares not theretofore accepted for payment
or paid for upon the occurrence of any of
- 17 -
<PAGE>
the conditions specified in Section 5 hereof by making a public announcement
thereof and (ii) at any time or from time to time to amend the Offer in any
respect. Amendments to the Offer may be effected by public announcement.
Subject to applicable law (including Rule 13e-4(e)(2) under the Exchange Act,
which requires that material changes be promptly disseminated to holders in a
manner reasonably calculated to inform them of such change) and without
limiting the manner in which the Company may choose to make a public
announcement of any termination or amendment, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
13. FEES AND EXPENSES. Other than as described below, no fees will be
paid to brokers, dealers or others by the Company in connection with the
Offer. The Company will pay the reasonable expenses incurred by participants
named on security position listings of clearing agencies in forwarding the
materials in connection with the Offer to the beneficial owners of Preferred
Shares held by such participants.
14. MISCELLANEOUS. The Company's Annual Report on Form 10-K for the
year ended December 31, 1992, its Quarterly Report on Form 10-Q for the nine
months ended September 30, 1993, and its Current Report on Form 8-K dated
October 20, 1993 have been filed with the Securities and Exchange Commission
(the "Commission"). Copies of such documents may be obtained from the
Secretary of the Company at 640 Lee Road, Suite 303, Wayne, Pennsylvania
19087, telephone (215) 889-7400.
The Company is subject to certain of the informational filing requirements
of the Exchange Act and in accordance therewith is obligated to file reports
and other information with the Commission relating to its business, financial
statements and other matters. Certain information as of particular dates
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the company's securities and any
material interest of such persons in transactions with the Company is filed
with the Commission. Such reports, as well as such other material, may be
inspected and copies obtained at prescribed rates at the Commission's public
reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549.
Reports, proxy materials and other information about the Company are also
available at the offices of the AMEX, 86 Trinity Place, New York, New York
10016. The Company has also filed with the Commission a statement on Schedule
13E-4 that contains additional information with respect to the Offer. Such
Schedule and certain amendments thereto may be examined and copies may be
obtained at the same places and in the same manner as set forth above.
The Offer is not being made to, nor will the Company accept tenders from,
holders of Preferred Shares in any state of the United States or any foreign
jurisdiction in which the Offer or the acceptance thereof would not be in
compliance with the laws of such state or foreign jurisdiction.
- 18 -
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Preferred Shares should be sent or
delivered by each stockholder of the Company or his broker, dealer, commercial
bank or trust company to the Company at its address set forth below.
The Company:
LAURENTIAN CAPITAL CORPORATION
By Mail or by Hand:
Laurentian Capital Corporation
640 Lee Road, Suite 303
Wayne, Pennsylvania 19087
(215) 889-7400 or 1-800-777-0056
Any questions or requests for assistance or additional copies of this
Offer to Purchase and the Letter of Transmittal may be directed to the
Secretary of the Company at the address and telephone number set forth above.
November 24, 1993
- 19 -
<PAGE>
EXHIBIT (A)(2)
- 20 -
<PAGE>
LETTER OF TRANSMITTAL
To Accompany Shares of Series A Preferred Stock
of
LAURENTIAN CAPITAL CORPORATION
Tendered Pursuant to the Offer to Purchase
Dated November 24, 1993
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, DECEMBER 31, 1993, UNLESS THE OFFER IS EXTENDED.
TO: LAURENTIAN CAPITAL CORPORATION
BY MAIL OR BY HAND:
Laurentian Capital Corporation
640 Lee Road, Suite 303
Wayne, Pennsylvania 19087
(215) 889-7400 or 1-800-777-0056
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
NAME(S) AND ADDRESS(ES) OF
REGISTERED OWNER(S)
(PLEASE FILL IN EXACTLY AS
NAME(S) APPEAR(S) CERTIFICATE(S) TENDERED
ON CERTIFICATE(S) (ATTACH SIGNED LIST IF NECESSARY)
- -------------------------- ---------------------------------
CERTIFICATE NUMBER OF SHARES NUMBER OF
NUMBER(S)* REPRESENTED BY SHARES TENDERED*
CERTIFICATE(S)*
--------------- ---------------- ----------------
TOTAL SHARES
TENDERED
------------ ------------- ------------
* If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number of
Shares you wish to tender. Otherwise all Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
The undersigned hereby tenders to Laurentian Capital Corporation, a
Delaware corporation (the "Company"), the above-described shares of the
Company's Series A Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at the Purchase Price per Share indicated in the Offer to Purchase,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Company's Offer to Purchase dated November 24, 1993, receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer").
Subject to and effective on acceptance for payment of the Preferred Shares
tendered hereby in accordance with the terms of the Offer (including, if the
Offer is extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all Preferred
Shares tendered hereby and hereby irrevocably constitutes and appoints the
Company as attorney-in-fact of the undersigned with respect to such Preferred
Shares, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to: (a) deliver certificates for
such Preferred Shares with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, upon transmittal by the
Company of the Purchase Price (as defined in the Offer to Purchase) with
respect to such Preferred Shares; (b) present certificates for such Preferred
Shares for cancellation and transfer on the Company's books; and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Preferred Shares, subject to the next paragraph, all in accordance with the
terms of the Offer.
The undersigned hereby represents and warrants that: (a) the undersigned
"owns" the Preferred Shares tendered hereby and has full power and authority
to validly tender, sell, assign and transfer the Preferred Shares tendered
hereby; (b) when and to the extent the Company accepts the Preferred Shares
for purchase, the Company will acquire good, marketable and unencumbered title
to them, free and clear of all security interests, liens, charges,
encumbrances, conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim; (c) on request,
the undersigned will execute and deliver any additional documents the Company
deems necessary or desirable to complete the assignment, transfer and purchase
of the Preferred Shares tendered hereby; and (d) the undersigned has read and
agrees to all of the terms of the Offer.
- 21 -
<PAGE>
The names and addresses of the registered owners should be printed, if they
are not already printed above, as they appear on the certificates representing
Preferred Shares tendered hereby. The certificate numbers, the number of
Preferred Shares represented by such certificates and the number of Preferred
Shares that the undersigned wishes to tender should be set forth in the
appropriate boxes above.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may not
be required to purchase any of the Preferred Shares tendered hereby or may
accept for payment, pro rata with Preferred Shares tendered by other
stockholders, fewer than all of the Preferred Shares tendered hereby. In
either event, the undersigned understands that certificate(s) for any
Preferred Shares not tendered or not purchased will be returned to the
undersigned at the address indicated above.
The undersigned understands that acceptance of Preferred Shares by the
Company for payment will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Offer. All authority conferred or agreed to be conferred in this Letter
of Transmittal shall survive the death or incapacity of the undersigned and
any obligations of the undersigned under this Letter of Transmittal shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The check for the Purchase Price for such of the tendered Preferred Shares
as are purchased will be issued to the order of the undersigned and mailed to
the address indicated above.
STOCKHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(Please Complete Substitute Form W-9)
Must be signed by the registered owner(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered owner(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting
in a fiduciary or representative capacity, please set forth the full title.
See Instruction 5.
- --------------------------- ---------------------------
(Signature(s) of Owner(s))
- --------------------------- ---------------------------
Name(s): (Please Print)
Capacity (full title):
----------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone Number: Dated: , 1993
----------------------- -----------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
-----------------------------------------------------------
Name and Title:
-----------------------------------------------------------------
(Please Print)
Name of Firm:
-------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone Number: Dated: , 1993
----------------------- -----------
- 22 -
<PAGE>
<TABLE>
<CAPTION>
PAYER'S NAME: LAURENTIAN CAPITAL CORPORATION
<S> <C> <C>
PART 1 - PLEASE PROVIDE YOUR TAXPAYER SOCIAL SECURITY NUMBER
IDENTIFICATION NUMBER IN THE BOX BELOW.
SUBSTITUTE FOR MOST INDIVIDUALS, THIS IS YOUR SOCIAL OR
SECURITY NUMBER. IF YOU DO NOT HAVE A
NUMBER OR IF THE ACCOUNT IS IN MORE THAN EMPLOYER IDENTIFICATION NUMBER
ONE NAME, SEE THE ENCLOSED GUIDELINES.
YOU MUST SIGN AND DATE THE CERTIFICATION ----------------------
BELOW.
PART 2 - Check the box if you are NOT subject to backup withholding under the
FORM W-9 provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you
DEPARTMENT OF THE TREASURY have not been notified that you are subject to backup withholding as a result of
INTERNAL REVENUE SERVICE failure to report all interest or dividends, (2) the Internal Revenue Service has
notified you that you are no longer subject to backup withholding, or (3) you are
exempt from backup withholding.
PAYER'S REQUEST FOR CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY PART 3 - Check the box
TAXPAYER IDENTIFICATION THAT: (1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT if you are awaiting a
NUMBER (TIN) TAX-PAYER IDENTIFICATION NUMBER (OR I AM WAITING FOR A Taxpayer Identification
NUMBER TO BE ISSUED TO ME), AND (2) ANY OTHER INFORMATION Number
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE DATE , 1993
----------------------------------------------------- ---------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 20% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS
Forming Part of the Terms of the Offer
1.GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered owner of the
Preferred Shares tendered with this Letter of Transmittal and payment and
delivery are to be made directly to such owner; or (b) such Preferred Shares
are tendered for the account of a member firm of a registered national
securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office, branch
or agency in the United States (each being referred to as an "Eligible
Institution"). In all other cases, an Eligible Institution must guarantee all
signatures on this Letter of Transmittal. See Instruction 5.
2.DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; LOST CERTIFICATES.
This Letter of Transmittal is to be used only if certificates are delivered
with it to the Company. Certificates for all tendered Preferred Shares
together with a properly completed and duly executed Letter of Transmittal or
duly executed facsimile of it, and any other documents required by this Letter
of Transmittal should be mailed or delivered to the Company at the address set
forth herein and must be delivered to the Company on or before the Expiration
Date (as defined in the Offer to Purchase).
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
PREFERRED SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
The Company will not accept any alternative, conditional or contingent
tenders. All tendering stockholders, by execution of this Letter of
Transmittal (or a photocopy of it), waive any right to receive any notice of
the acceptance of their tender.
Any stockholder wishing to tender Preferred Shares for which certificate(s)
have been lost, stolen or mutilated should contact the Secretary of the
Company at the address and telephone number set forth on the last page to the
Offer to Purchase, for instructions for obtaining replacement certificate(s).
3.INADEQUATE SPACE. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate numbers and/or
the number of Preferred Shares should be listed on a separate signed schedule
and attached to this Letter of Transmittal.
4.PARTIAL TENDERS AND UNPURCHASED PREFERRED SHARES. If fewer than all of
the Preferred Shares evidenced by any certificate are to be tendered, fill in
the number of Preferred Shares which are to be tendered in the column entitled
"Number of Shares Tendered." In such case, if any tendered Preferred Shares
are purchased, a new certificate for the remainder of the Preferred Shares
evidenced by the old certificate(s) will be issued and sent to the registered
owner(s) as soon as practicable after the Expiration Date. All Preferred
Shares represented by the certificate(s) listed and delivered to the Company
are deemed to have been tendered unless otherwise indicated.
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5.SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
(a)If this Letter of Transmittal is signed by the registered owner(s) of
the Preferred Shares tendered hereby, the signatures(s) must correspond
exactly with the name(s) as written on the certificate(s) without any change
whatsoever.
(b)If the Preferred Shares are registered in the names of two or more
joint owners, each such owner must sign this Letter of Transmittal.
(c)If any tendered Preferred Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or photocopies of it) as there may be
different registrations of certificates.
(d)When this Letter of Transmittal is signed by the registered owner(s)
of the Preferred Shares listed and transmitted hereby, no endorsements of
certificate(s) representing such Preferred Shares or separate stock powers are
required. If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the names(s) of the registered owner(s) appears on the
certificate(s), and the signature(s) on such certificate(s) or stock power(s)
must be guaranteed by an Eligible Institution. See Instruction 1.
(e)If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers or corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Company of their authority so to act.
6.STOCK TRANSFER TAXES. Except as provided in this Instruction, no stock
transfer tax stamps or funds to cover such stamps need accompany this Letter
of Transmittal. The Company will pay or cause to be paid any stock transfer
taxes payable on the transfer to it of Preferred Shares purchased pursuant to
the Offer. If, however, tendered certificates are registered in the name(s)
of any person(s) other than the person(s) signing this Letter of Transmittal,
the Company will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person unless
satisfactory evidence of the payment of such taxes or an exemption from them
is submitted.
7.IRREGULARITIES. All questions as to the number of Preferred Shares to
be accepted, the price to be paid therefore and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of Preferred Shares will be determined by the Company in its sole
discretion, which determination shall be final and binding on all parties.
The Company reserves the absolute right to reject any or all tenders of
Preferred Shares it determines not to be in proper form or the acceptance of
which or payment for which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Preferred Shares and the Company's interpretation of the terms of
the Offer (including these instructions) will be final and binding on all
parties. No tender of Preferred Shares will be deemed to be properly made
until all defects and irregularities have been cured or waived. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such time as the Company shall determine. Neither the Company nor any
other person is or will be obligated to give notice of any defects or
irregularities in tenders and none of them will incur any liability for
failure to give any such notice.
8.QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase and this Letter of Transmittal may be obtained from the
Secretary of the Company at the address and telephone numbers set forth at the
end of the Offer to Purchase.
9.SUBSTITUTE W-9. Stockholders other than corporations and certain
foreign individuals may be subject to backup federal income tax withholding.
Each such tendering stockholder or other payee who does not otherwise
establish to the satisfaction of the Company an exemption from backup federal
income tax withholding is required to provide the Company with a correct
taxpayer identification number ("TIN") on Substitute Form W-9 which is
provided as a part of this Letter of Transmittal, and to indicate that the
stockholder or other payee is not subject to backup withholding by checking
the box in Part 2 of the form. For an individual, his TIN will generally be
his social security number. Failure to provide the information on the form or
to check the box in Part 2 of the form may subject the tendering stockholder
or other payee to 20% backup federal income tax withholding on the payments
made to the stockholder or other payee with respect to Preferred Shares
purchased pursuant to the Offer and to a $50.00 penalty imposed by the
Internal Revenue Service. Backup withholding is not an additional tax.
Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained. The box in Part 3 of the form
may be checked if the tendering stockholder or other payee has not been issued
a TIN and has applied for a TIN or intends to apply for a TIN in the near
future. If the box in Part 3 is checked and the Company is not provided with
a TIN within sixty (60) days, the Company will withhold 20% on all such
payments thereafter until a TIN is provided to the Company. Stockholders who
are foreign individuals should submit Form W-8 to certify that they are exempt
from backup withholding. For additional information concerning Substitute
W-9, see the enclosed "Guidelines for Certification of Taxpayer Identification
Number of Substitute Form W-9".
IMPORTANT: This Letter of Transmittal or a manually signed photocopy of it
(together with certificate(s) for Preferred Shares and all other required
documents) must be received by the Company on or before the Expiration Date.
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EXHIBIT (A)(3)
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<PAGE>
November 24, 1993
Dear Stockholder:
Laurentian Capital Corporation is interested in purchasing up to 15,000 of the
outstanding shares of its Series A Preferred Stock from its stockholders. The
Board of Directors of the Company has approved a tender offer, which starts
today, inviting stockholders to tender their Preferred Stock to the Company at
the Purchase Price of $87 per Share. The Offer will allow stockholders who
are considering the sale of all or a portion of their Shares the opportunity
to sell Shares without any transaction costs, and to realize cash for their
Preferred Stock prior to the scheduled dates for redemption of the stock in
1994 through 1997.
The Company will purchase at the Purchase Price Preferred Stock validly
tendered and not withdrawn by the Expiration Date upon the terms and subject
to the conditions of the Offer, including the provisions for proration if more
than 15,000 shares of Preferred Stock are tendered. The Offer expires at 5:00
P.M., Eastern time, on Friday, December 31, 1993, unless extended.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ANY OR ALL SHARES OF PREFERRED STOCK.
A more complete and detailed explanation of this Offer is enclosed. You
should review the Offer to Purchase and the related Letter of Transmittal
carefully before making your decision. Please follow the instructions
contained therein if you plan to tender your Preferred Stock. You may wish to
contact your broker, commercial banker or other nominee to assist you in
tendering your Preferred Stock. You are also encouraged to contact Robert J.
Hughes, the Secretary of the Company, at the address and telephone number set
forth on the back cover of the Offer to Purchase, if you have questions or
require assistance.
Very truly yours,
Robert T. Rakich
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EXHIBIT (A)(4)
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<PAGE>
LAURENTIAN CAPITAL CORPORATION ANNOUNCES
SELF-TENDER FOR PREFERRED STOCK AT $87 PER SHARE
PRESS RELEASE
RELEASE DATE: NOVEMBER 24, 1993
CONTACT PERSON: Robert J. Hughes 215/889-7400
Laurentian Capital Corporation announced today that it had begun a tender
offer for up to 15,000 of the outstanding shares of its $.01 par value Series
A Cumulative Convertible Preferred Stock, at a price of $87 per share. The
offer is not contingent upon any minimum number of the currently outstanding
45,982 shares being tendered, and will expire at 5:00 p.m. Eastern Time, on
Friday, December 31, 1993, unless extended.
The Company said that the offer will allow holders of its preferred shares,
which are not traded publicly, to realize cash for their shares prior to the
scheduled redemptions of the shares, which are scheduled to occur in July of
each year and will result in all shares being redeemed by July of 1997.
Laurentian Capital Corporation (LQ-AMEX) has assets of $929 million and total
life insurance in force of approximately $3.3 billion. Laurentian's primary
life insurance companies are Loyal American Life Insurance Company, of Mobile,
Alabama and Prairie States Life Insurance Company, of Rapid City, South
Dakota.
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EXHIBIT (A)(5)
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<PAGE>
LAURENTIAN CAPITAL CORPORATION ANNOUNCES
RESULTS OF TENDER OFFER FOR PREFERRED STOCK
PRESS RELEASE
RELEASE DATE: January 4, 1994
CONTACT PERSON: Bernhard M. Koch 215/889-7400
WAYNE, PENNSYLVANIA, January 4, 1994. Laurentian Capital Corporation
announced today that its tender offer for up to 15,000 shares of its $.01 par
value Series A Cumulative Convertible Preferred Stock expired as scheduled at
5:00 p.m. Eastern Time on Friday, December 31, 1993, and that it had accepted
for purchase all shares validly tendered at a price of $87.00 per share. The
company said approximately 4,414 shares had been tendered, and that payment
for those shares validly tendered will be made as promptly as practicable.
Laurentian Capital Corporation (LQ-AMEX) has assets of $929 million and total
life insurance in force of approximately $3.3 billion. Laurentian's primary
life insurance companies are Loyal American Life Insurance Company, of Mobile,
Alabama and Prairie States Life Insurance Company, of Rapid City, South
Dakota.
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