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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(c) OF THE
SECURITIES EXCHANGE ACT OF 1934)
EMERGING COMMUNICATIONS, INC.
(Name of the Issuer)
INNOVATIVE COMMUNICATION CORPORATION
INNOVATIVE COMMUNICATION COMPANY, LLC
JEFFREY J. PROSSER
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
29089K108
(CUSIP Number of Class of Securities)
Jeffrey J. Prosser
Innovative Communication Company, LLC
Chase Financial Center
P.O. Box 1730
St. Croix, U.S. Virgin Islands 00821
(340) 777-7700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Roger Meltzer, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
This statement is filed in connection with (check the appropriate box):
[ ] (a) 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 Exchange
Act of 1933.
[X] (c) A tender offer.
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[ ] (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. [ ]
Calculation of Filing Fee
Transaction Valuation*: Amount of Filing Fee**:
$ 54,860,644.50 $10,973.00
* For purposes of calculating the filing fee only. The filing fee was
calculated, pursuant to Section 13(e)(3) of the Securities Exchange Act of
1934, as amended, and Rule 0-11 thereunder, on the basis of 5,352,258
Shares of Common Stock (the number of Common Stock outstanding on the date
hereof, but excluding 5,606,873 Shares of Common Stock owned by Innovative
Communications Company), multiplied by the proposed acquisition price U.S.
$10.25 per share.
** 1/50 of 1% of Transaction Valuation.
[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: $10,973.00
Form of Registration No.: Schedule 14D-1
Filing Parties: Innovative Communication, Corporation
Innovative Communication, Company, LLC
Jeffrey J. Prosser
Date Filed: August 24, 1998
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Cross-Reference Sheet
Item in Location of Item(s)
Schedule 13E-3 in Schedule 14D-1
- -------------- -----------------
1(a)........................................ 1(a)
(b)........................................ 1(b)
(c)........................................ 1(c)
(d)-(f)........................................ *
2(a)-(g)....................................... 2(a)-(g)
3(a)(1)........................................ 3(a)
3(a)(2)........................................ 3(b)
3(b)........................................... *
4(a)........................................... *
(b)............................................ **
5(a)-(g).................................... 5
6(a)........................................ 4(a)
(b)........................................ *
(c)........................................ 4(b)
(d)........................................ **
7(a)........................................ 5
(b)-(d).................................... *
8(a)-(e).................................... *
(f)........................................ **
9........................................... *
10(a)-(b).................................... 6(a)-(b)
11........................................... 7
12........................................... *
13(a)........................................ *
(b)(c)
14(a)........................................ *
(b)........................................ **
15(a)........................................ **
(b)........................................ 8
16 10(f)
17(a) 11(b)
(b)........................................ *
(c)........................................ *
(d)........................................ 11(a)
(e)........................................ *
(f)........................................ **
_______________________
* The Item is not required by Schedule 14D-1 of the Exchange Act.
** The Item is not applicable or the answer thereto is in the negative.
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This Rule 13E-3 Transaction Statement (the "Schedule 13E-3") is being
filed by Innovative Communication Corporation, a U.S. Virgin Islands
corporation (the "Purchaser") and a wholly owned subsidiary of Innovative
Communication Company, LLC, a Delaware limited liability company ("Parent"),
and by the Parent and Jeffrey J. Prosser, pursuant to Section 13(e) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
13e-3 thereunder in connection with the tender offer by the Purchaser for all of
the outstanding shares of Common Stock, par value $0.01 per share (the
"Shares"), of Emerging Communications, Inc., a Delaware corporation (the
"Company") not currently directly or indirectly owned by Parent, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 24, 1998 (the "Offer
to Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal", together with the Offer to Purchase, the "Offer"). This Schedule
13E-3 is intended to satisfy the reporting requirements of Section 13(e) of the
Exchange Act. Copies of the Offer to Purchase and the Letter of Transmittal are
attached as exhibits to, and incorporated by reference in, the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D/A (Amendment No. 1) under the
Exchange Act (the "Schedule 14D-1"). The Schedule 14D-1 was filed by the
Purchaser, the Parent and Jeffrey J. Prosser with the Securities and Exchange
Commission contemporaneously with this Schedule 13E-3 on August 24, 1998. The
preceding cross-reference sheet, prepared pursuant to General Instruction F to
Schedule 13E-3 of the Exchange Act, shows the location in the Schedule 14D-1 of
the information required to be included in response to the items of
Schedule 13E-3 of the Exchange Act. The information contained in the Schedule
14D-1, including all exhibits thereto, is expressly and hereby incorporated
herein by reference and the responses to each item are qualified in their
entirety by reference to the information contained in the Schedule 14D-1 and the
exhibits thereto. All cross references in this Schedule 13E-3, other than cross
references to the Schedule 14D-1, are to the Offer to Purchase.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The answer to item 1(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in the "INTRODUCTION" of the Offer to
Purchase is incorporated herein by reference.
(c) The answer to item 1(c) of the Schedule 14D-1 is incorporated
herein by reference.
(d) The information set forth in "THE OFFER - 6. Price Range of
Shares; Dividends" and in "THE OFFER - 14. Dividends and Distributions" of the
Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "THE OFFER - 9. Certain Information
Concerning Parent and the Purchaser" of the Offer to Purchase is incorporated
herein by reference.
Item 2. Identity and Background.
The answer to item 2 of the Schedule 14D-1 is incorporated herein by
reference.
Item 3. Past Contacts, Transactions or Negotiations.
(a)-(b) The information set forth in the "INTRODUCTION", in "SPECIAL
FACTORS - 5. Background of the Offer and the Merger", in "THE OFFER - 9.
Certain Information Concerning Parent and the Purchaser", in "THE OFFER - 10.
Contacts with the Company" and in "THE OFFER - 11. The Merger Agreement;
Appraisal Rights" of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the "INTRODUCTION", in "THE OFFER -
1. Terms of the Offer and the Merger", in "THE OFFER - 2. Acceptance for
Payment and Payment for Shares", in "THE OFFER -
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11. The Merger Agreement; Appraisal Rights" and in "THE OFFER - 13. Certain
Conditions of the Offer" of the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(f) The answer to item 5 of the Schedule 14D-1 is incorporated
herein by reference.
(g) The information set forth in "THE OFFER 1-17. Effect of the Offer
on Market for the Shares, Stock Exchange Listing, and Exchange Act Registration"
of the Offer to Purchase is incorporated herein by reference.
Item 6. Source and amount of Funds or Other Consideration.
(a) The answer to item 4(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in "THE OFFER - 12. Source and Amount
of Funds" and in "THE OFFER - 16. Fees and Expenses" of the Offer to Purchase
is incorporated herein by reference.
(c) The information set forth in "THE OFFER - 12. Source and Amount
of Funds" of the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The answer to item 5 of the Schedule 14D-1 is incorporated herein
by reference.
(b) The information set forth in "SPECIAL FACTORS - 5 Background of
the Offer and the Merger" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "SPECIAL FACTORS - 2. Reasons for
the Offer and the Merger" of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth in the "INTRODUCTION", in "SPECIAL
FACTORS - 2. Reasons for the Offer and the Merger", in "SPECIAL FACTORS - 5.
Background of the Offer and the Merger", in "THE OFFER - 5. Certain Federal
Income Tax Consequences of the Offer and the Merger", in "THE OFFER 10.
Contacts with the Company" and in "THE OFFER - 11. The Merger Agreement;
Appraisal Rights" of the Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) The information set forth in "INTRODUCTION", "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger", "SPECIAL FACTORS - 3. Fairness of
the Offer and the Merger", in "SPECIAL FACTORS - 5. Background of the Offer and
the Merger" and "SPECIAL FACTORS - 6. Recommendation of the Company's Board of
Directors and the Special Committee" of the Offer to Purchase is incorporated
herein by reference.
(c)-(e) The information set forth in "INTRODUCTION", "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger", "SPECIAL FACTORS - 3. Fairness of
the Offer and the Merger", in "SPECIAL FACTORS - 5. Background of the Offer and
the Merger" and "SPECIAL FACTORS - 6. Recommendation of the Company's Board of
Directors and the Special Committee", in "THE OFFER - 1. Terms of the Offer"
and in "THE OFFER - 13. Certain Conditions of the Offer" of the Offer to
Purchase is incorporated herein by reference.
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(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(b) The information set forth in "INTRODUCTION", "SPECIAL FACTORS
- - 2. Reasons for the Offer and the Merger", in "SPECIAL FACTORS - 3. Fairness
of the Offer and the Merger", in "SPECIAL FACTORS - 5. Background of the Offer
and the Merger", in "THE OFFER - 11. The Merger Agreement; Appraisal Rights"
and in "THE OFFER - 16. Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "INTRODUCTION", "SPECIAL FACTORS - 2.
Reasons for the Offer and the Merger" and in "SPECIAL FACTORS - 5. Background
of the Offer and the Merger" of the Offer to Purchase is incorporated herein by
reference.
Item 10. Interest in Securities of the Issuer.
(a)-(b) The answer to item 6 of the Schedule 14D-1 is incorporated
herein by reference.
Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's
Securities.
The answer to item 7 of the Schedule 14D-1 is incorporated herein by
reference.
Item 12. Present Intention and Recommendation of Certain persons with Regard to
the Transaction.
(a) The information set forth in "THE OFFER - 9. Certain Information
Concerning Parent and the Purchaser" and in "THE OFFER - 11. The Merger
Agreement; Appraisal Rights" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "SPECIAL FACTORS" - 3. Fairness of
the Offer and the Merger", "SPECIAL FACTORS - 5. Background of the Offer and
the Merger" and "SPECIAL FACTORS - 6. Recommendation of the Company's Board of
Directors and the Special Committee" of the Offer to Purchase is incorporated
herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth in "THE OFFER - 11. The Merger
Agreement; Appraisal Rights" in the Offer to Purchase and in "SCHEDULE II -
Appraisal Rights of Dissenting Stockholders under Delaware Law" of the Offer to
Purchase and the information set forth in Exhibit 17(e) hereto is incorporated
herein by reference.
(b)-(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in "THE OFFER - 8. Certain Information
Concerning the Company" of the Offer to Purchase and the information set forth
in Appendix A and Appendix B to the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) Not applicable.
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(b) The answer to item 8 of the Schedule 14D-1 is incorporated herein
by reference.
Item 16. Additional Information.
The answer to item 10(f) of the Schedule 14D-1 is incorporated herein
by reference.
Item 17. Material to be Filed as Exhibits.
(a) Commitment Letter of the RTFC.
(b)(1) Opinion of Houlihan, Lokey, Howard & Zukin Capital dated
August 17, 1998.
(c)(1) Agreement and Plan of Merger (the "Merger Agreement"), dated
as of August 17, 1998, among the Purchaser, ICC Merger Sub Corporation and the
Company.
(c)(2) Non-Competition Agreement dated December 31, 1997 among the
Company, ATN and Mr. Prosser.
(c)(3) Indemnity Agreement dated December 31, 1997 among the Company,
ATN, Mr. Prosser and Mr. Prior.
(c)(4) Tax Sharing Agreement dated December 31, 1997 among the
Company, ATN, Mr. Prosser and Mr. Prior.
(c)(5) Employment Agreement dated December 31, 1997 between Mr.
Prosser and the Company.
(d)(1) Offer to Purchase.
(d)(2) Letter of Transmittal (including Guidelines for Certification
of Taxpayer Identification Number on Form W-9).
(d)(3) Letter to brokers, dealers, commercial banks, trust companies
and nominees.
(d)(4) Letter to be used by brokers, dealers, commercial banks, trust
companies and nominees to their clients.
(d)(5) Press Release issued by the Company and the Purchaser, dated
August 18, 1998.
(d)(6) Form of newspapers advertisement, dated August 24, 1998.
(d)(7) Notice of Guaranteed Delivery.
(e)(1) Certain provisions of the Delaware General Corporation Law
pertaining to rights of dissenting stockholders.
(f) Not applicable.
(g)(1) Complaint, Brickell Partners, Jeffrey J. Prosser, et al., C.A.
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No. 16415NC.
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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 are true, complete and
correct.
Dated: August 24, 1998
INNOVATIVE COMMUNICATION CORPORATION
By: /s/ Jeffrey J. Prosser
-------------------------------------
Name:Jeffrey J. Prosser
Title: President
INNOVATIVE COMMUNICATION COMPANY, LLC
By: /s/ Jeffrey J. Prosser
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Name:Jeffrey J. Prosser
Title: Sole Member
/s/ Jeffrey J. Prosser
----------------------------------------
Jeffrey J. Prosser
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Number
------ Page
Exhibit Name Number
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<S> <C> <C>
(a)* Commitment Letter from the RTFC.
(b)(1)* Opinion of Houlihan Lokey Howard & Zukin Capital, dated August 17, 1998.
(c)(1)* Agreement and Plan of Merger (the "Merger Agreement"), dated as of
August 17, 1998, among the Purchaser, ICC Merger Sub Corporation
and the Company.
(c)(2)* Non-Competition Agreement dated December 31, 1997 among the Company,
ATN and Mr. Prosser.
(c)(3)* Indemnity Agreement dated December 31, 1997 among the Company, ATN,
Mr. Prosser and Mr. Prior.
(c)(4)* Tax Sharing Agreement dated December 31, 1997 among the Company, ATN,
Mr. Prosser and Mr. Prior.
(c)(5)* Employment Agreement dated December 31, 1997 between Mr. Prosser and
the Company.
</TABLE>
______________________
* Incorporated by reference from the Parent's, the Purchaser's and Mr.
Prosser's Statement on Schedule 14D-1 and Schedule 13D/A (Amendment No.
1), dated August 24, 1998.
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<TABLE>
<CAPTION>
Exhibit Number
------ Page
Exhibit Name Number
------------ ------
<S> <C> <C>
(d)(1)* Offer to Purchase.
(d)(2)* Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Form W-9.
(d)(3)* Letter to brokers, dealers, commercial banks, trust companies and
nominees.
(d)(4)* Letter to be used by brokers, dealers, commercial banks, trust
companies and nominees to their clients.
(d)(5)* Press Release issued by the Company and the Purchaser, dated August 18,
1998.
(d)(6)* Form of newspaper advertisement, dated August 24, 1998.
(d)(7)* Notice of Guaranteed Delivery.
(e)(1)* Certain provisions of the Delaware General Corporation Law pertaining
to rights of dissenting stockholders.
(f) Not applicable.
(g)(1)* Complaint, Brickell Partners, Jeffrey J. Prosser, et al., C.A. No.
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16415NC.
</TABLE>
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* Incorporated by reference from the Parent's, the Purchaser's and Mr.
Prosser's Statement on Schedule 14D-1 and Schedule 13D/A (Amendment No.
1), dated August 24, 1998.
________________________________________________________________________________
