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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. 1]
TLM Corporation
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(Name of Issuer)
TLM Corporation
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(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
872558101
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(CUSIP Number of Class of Securities)
Robert Price, President
630 Fifth Avenue, Suite 3201
New York, New York 10020
Tel.: (212) 757-5600
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With Copies to:
Peter G. Samuels, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036-8299
Tel.: (212) 969-3335
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the
appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17
CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section 240.13e-3(c)] under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [X] 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
<TABLE>
Transaction Amount of Filing fee valuation*
<S> <C>
$67,379.06 $13.48
</TABLE>
*Set forth the amount on which the filing fee is calculated and state how it was
determined. [Fractional Share Payment ($1.31 per share) for 20% of the
outstanding shares of the Company's Common Stock (51,435 shares), which the
Company believes to be substantially in excess of the Fractional Share Payment
to be paid in connection with the Transaction described herein.]
[ ] 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: $13.48
Form or Registration No.: Rule 13e-3 Transaction Statement
Filing Party: TLM Corporation
Date Filed: November 14, 1996
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Schedule 13E-3
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement
of TLM Corporation (the "Company") amends the original Rule 13e-3 Transaction
Statement of the Company filed November 14, 1996 (the "Original Statement"). In
accordance with General Instruction H of Schedule 13E-3, this Amendment No. 1
discloses only material changes in the information set forth in the Original
Statement and omits information previously filed in the Original Statement.
Item 4. Terms of the Transaction
(a) The transaction involves a reduction in the number of
authorized shares of Common Stock, including the approximately
257,172 shares outstanding as of the Record Date, from
20,000,000 to 200,000 shares by means of a one for 100 reverse
stock split and the payment of an amount equal to $1.31 per
share (the "Fractional Share Payment") to those stockholders
who hold less than one whole share of Common Stock and other
holders of fractional shares after consummation of the
transaction (the "Transaction" or "Reverse Stock Split").
Item 6. Source and Amount of Funds or Other Consideration
(a) and (b) The Company intends to use its cash and other liquid assets
to pay the estimated approximately $26,646 aggregate
Fractional Share Payment and the expenses of the
Transaction, estimated to be approximately $20,500. The
Company estimates that it will incur the following expenses
in connection with the Transaction:
<TABLE>
<S> <C>
Printing and mailing $3,000
Transfer Agent Fees $5,000
Legal Fees $10,000
Miscellaneous Expenses $2,500
</TABLE>
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a) and (c) The purpose of the Transaction is to reduce the number of
the holders of record of the Common Stock below 500. This
will be accomplished by a reduction in the number of
authorized and outstanding shares of Common Stock, in the
form of a one for 100 reverse stock split, with the
purchase by the Company of any resulting fractional shares
from the persons then holding
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less than one whole share for the Fractional Share Payment.
That will reduce the number of record holders of the common
stock from 637, as of the Record Date, to 261.
The reason for the Transaction is to permit the Company to
terminate the Company's reporting obligations under the
Exchange Act and the requirement for the Company to comply
with the Commission's proxy rules and, thus, eliminate the
cost of compliance with those requirements, which is
significant to the Company.
The Company estimates that the annual pre-tax cost of
continuing as a public company, including preparation and
filing of reports and proxy statements with the Commission,
preparation and mailing of reports, proxy statements and
other communication to stockholders, annual audits of the
Company's financial statements and legal fees, is
approximately $21,500 or $.08 per share or approximately
$15 per beneficial owner, based on the Company's estimate
of the number of beneficial owners of its Common Stock
after inquiries to securities brokers. That amount
constitutes approximately 213 percent and 17 percent of the
Company's earnings before income taxes for 1994 and 1995,
respectively.
In addition to the out-of-pocket expense of being a public
company, the preparation of reports and proxy statements
requires the attention of the officers of the Company who
devote only part of their time to the affairs of the
Company. The President and the Vice President and
Treasurer, who are the officers responsible for the
preparation of those documents, receive no compensation as
executive officers, although the President receives an
annual Director's fee of $10,000 and the Vice President and
Treasurer receives an annual fee of $12,000 for serving as
a Chairman.
(b) The Board of Directors considered a number of alternatives to
the Transaction including a self-tender, a continuation of the
Company's share repurchase program, seeking a merger or
consolidation with another company, selling its assets and
seeking to enter a new line of business, or continuing to
operate as it presently does.
The Board of Directors determined not to authorize a
self-tender by the Company for a sufficient number of shares
to reduce the number of record holders of the Common Stock to
below 500 (which would have provided stockholders with a
choice as to whether to remain as
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<PAGE> 5
stockholders of the Company or sell their shares), in that
there would be no assurance of its success, due to the pro
rata provision of the Commission's Rule 13e-4(f)(3) applicable
to self tenders, the possible inability to communicate the
offer to a sufficient number of stockholders (the "lost"
stockholder problem) and the lack of assurance that a
sufficient number of stockholders would tender their shares.
The Transaction, on the other hand, would operate
automatically to reduce the number of stockholders of record
below 500.
The Board also concluded, based on the Company's experience,
that continuation of the Company's share repurchase program
would be unlikely to reduce the number of record holders below
500 and, thus, the Company would continue to incur the expense
of being a public company without providing any value to
stockholders other than those whose shares are repurchased
from time to time by the Company.
Since disposing of substantially all of its post production
operating assets in 1989, the Company has considered seeking
acquisitions in businesses other than post production
operations or alternatively seeking to liquidate or merge or
consolidate with another company. However, other than its
acquisition in 1994 of a corporation the principal asset of
which was an office building in Nashville, Tennessee (the
"Property"), the Company did not seriously consider or receive
any proposals for such transactions. Given its past history of
unsuccessful efforts, the Board concluded that merger or
consolidation or sale of assets and seeking to enter a new
line of business were not viable alternatives.
The Board considered liquidation, but in light of the
estimated expenses of sale of the Company's assets and
liquidation of the Company (including brokerage commissions,
legal fees, real estate transfer taxes, accounting fees,
reserves to satisfy the Company's obligations, and other
miscellaneous costs and expenses), the uncertainty as to the
amount of proceeds that would result from the sale of the
Property, and that a liquidation would result in the failure
of all stockholders to share in the future of the Company, the
Board determined that a liquidation would not be in the best
interests of stockholders. In reaching this conclusion, the
Board estimated that the proceeds of sale of the Property
would be $815,000, or the purchase price paid by the Company
in 1994 for the capital stock of the corporation owning the
Property, and that aggregate expenses of the sale of such
building and liquidation of the Company would aggregate
$97,800 (or 12% of such proceeds of sale), with the result
that after liquidation for the Company's cash and other
current assets (estimated at $270,774) and repayment of the
Company's long-term indebtedness and other liabilities and
establishment of a reserve for the Company's known or
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contingent obligations (estimated at $615,327), the Board
estimated the Company's liquidation value net of expenses and
liabilities as aforesaid as $372,647 or $1.45 per share as of
the Record Date.
Continuing to operate the Company as it presently is operated
was rejected by the Board, due to the expense of continuing as
a public company discussed above.
(d) The Transaction will have various effects on the Company, the
stockholders who are executive officers and directors of the
Company and members of their immediate families (the
"Affiliated Stockholders"), the unaffiliated stockholders (the
"Unaffiliated Stockholders") who remain stockholders after the
Transaction and the Unaffiliated Stockholders who receive a
Fractional Share Payment and cease to be stockholders after
the Transaction.
THE COMPANY. The expenses of the Transaction and the payment
of the Fractional Share Payment will reduce the Company's cash
and other liquid assets by approximately $47,146 and its
working capital and total assets would be reduced by a
corresponding amount. However, the registration of the Common
Stock and the Company's reporting obligation under the
Exchange Act would be terminated. The Company would cease to
be a public company and the Company believes that its
remaining liquid assets and the estimated annual pre-tax
savings of the approximately $21,500 costs of being a public
company together with the rental payments on the lease on the
Property will be sufficient to finance the operations of the
Company for at least the remainder of 1996 and for 1997.
AFFILIATED STOCKHOLDERS. The Affiliated Stockholders will
remain officers, directors and stockholders of the Company.
The Affiliated Stockholders will experience many of the same
effects of the Transaction as the Unaffiliated Stockholder who
remain Stockholders. However, as officers and directors they
will not be affected by the loss of information about the
Company available in filings with the Commission and annual
reports to stockholders, since they would have access to such
information as the result of their positions.
The approximate aggregate percentage beneficial ownership of
the Common Stock of the Affiliated Stockholders will increase
from 21.8 per cent, as of the Record Date, to 24.0 per cent.
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<PAGE> 7
At September 30, 1996 the book value per share of the Common
Stock held by the Affiliated Stockholders was $1.31. Upon
consummation of the Transaction the pro forma book value per
share of their Common Stock as of September 30, 1996 will be
approximately $138.77.
CONTINUING UNAFFILIATED STOCKHOLDERS. Those Unaffiliated
Stockholders who remain stockholders of the Company after the
Transaction will have a residual interest in a company with
approximately $47,146 less in liquid assets than before the
Transaction.
The aggregate percentage of the outstanding shares of Common
Stock held on the Record Date by the Unaffiliated Stockholders
who remain stockholders after consummation of the Transaction
will increase from approximately 74.0 per cent to
approximately 76.0 per cent as the result of the Transaction.
The book value per share of their shares of Common Stock on
September 30, 1996 was $1.31. As the result of the
Transaction, the pro forma book value per share of their
shares as of September 30, 1996 will be approximately $138.77.
The Company will no longer be subject to the periodic
reporting provisions of the Exchange Act. Accordingly, these
Unaffiliated Stockholders will no longer have access to the
information about the Company theretofore provided in its
filings with the Commission and annual reports to
stockholders, and will no longer receive the benefit of proxy
or information statements prepared in accordance with the
rules of the Commission, disclosing material information about
management, its remuneration and transactions with the Company
and matters to be acted upon at meetings of stockholders.
Under Nevada law, any person who is a stockholder of record of
the Company and owns not less than 15 percent of all of the
issued and outstanding shares of the Company or has been
authorized in writing by the holders of at least 15 percent of
all its issued and outstanding shares, is entitled to inspect
the books of account and all financial records of the Company,
to make extracts therefrom, and to conduct an audit of such
records. Such provisions do not apply to any corporation that
furnishes to its stockholders a detailed, annual financial
statement, although the Company will be under no legal
obligation to furnish any such annual financial statement.
As the result of the termination of the Company's reporting
obligations under the Exchange Act the Common Stock will no
longer be eligible to be quoted on the O-T-C Bulletin Board.
Even taking into account the limited existing market for the
Common Stock, the loss of the availability of quotations for
the Common Stock on the OTCBB could significantly negatively
affect the liquidity and market value of the shares of Common
Stock held by these Unaffiliated Stockholders.
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While the Common Stock might continue to trade
over-the-counter and quotations might be reported in the "Pink
Sheets" of the National Quotation Bureau, Inc., there can be
no assurances that this will occur, particularly in view of
the limited number of shares available for trading. The extent
of the public market for the Common Stock and the availability
of such quotations would depend upon such factors as the
number of shares available for trading, the number of
remaining stockholders, the interest of securities dealers in
maintaining a market in the Common Stock and the lack of
publicly available information about the Company.
Thus, these stockholders may have no practical means of
disposing of their Common Stock and may lose their entire
investment.
UNAFFILIATED STOCKHOLDERS WHO CEASE TO BE STOCKHOLDERS. A
stockholder holding fewer than 100 shares of Common Stock on
the Record Date will have that holding reduced to less than
one whole share as the result of the Transaction. The Company
will make a Fractional Share Payment to such a stockholder
rather than issue less than one whole share to the stockholder
and that stockholder will cease to be a stockholder of the
Company.
Stockholders who receive a Fractional Share Payment and cease
to be stockholders as the result of the Transaction will no
longer have an interest in the Company and will lose the
opportunity to share in the Company's future. However, the
Company has no plans, negotiations, agreements, arrangements
or understandings for an extraordinary transaction and does
not expect to pay dividends for the foreseeable future.
Accordingly, absent the Transaction, such stockholders would
continue to share in the current business of the Company
without an established trading market for their shares of
Common Stock and with their interests eroding as the result of
the costs of the Company continuing as a public company.
FEDERAL INCOME TAX CONSEQUENCES. The following summary of the
federal income tax consequences of the Reverse Stock Split is
based on the Internal Revenue Code of 1986, as amended, the
Treasury Regulations promulgated thereunder, judicial
authority and current administrative rulings and practices as
in effect on the date of this Schedule 13E-3. This discussion
is for general information only. The tax treatment of a
stockholder may vary depending upon the particular facts and
circumstances of such stockholder. Certain stockholders,
including insurance companies, tax-exempt organizations,
financial institutions, broker-dealers, non-resident aliens,
foreign corporation and persons who do not hold the Common
Stock as a capital asset, may be
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subject to special rules not discussed below. ACCORDINGLY,
STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE,
LOCAL OR FOREIGN INCOME TAX AND OTHER LAWS.
A stockholder receiving shares of Common Stock pursuant to the
Reverse Stock Split will not recognize gain or loss for
federal income tax purposes (except in the case of cash
received in lieu of a fractional share, as described below). A
stockholder's aggregate tax basis of the shares of Common
Stock received pursuant to the Reverse Stock Split (including
any fractional shares to which a stockholder is entitled) will
equal the aggregate tax basis of the stockholder's shares of
Common Stock exchanged in the Reverse Stock Split, reduced by
the amount of cash (if any) received in lieu of a fractional
share of Common Stock, increased by the amount of such cash
(if any) treated as a dividend and increased by the amount of
gain (if any) recognized as a result of the receive of cash in
lieu of a fractional share of Common Stock. The aggregate tax
basis of each stockholder's shares of Common Stock owned
following the Reverse Stock Split will be allocated ratably
among the total number of shares of Common Stock that the
stockholder receives. For tax purposes, the holding period of
the Common Stock received as a result of the Reverse Stock
Split will include the holding period of the shares of Common
Stock immediately prior to the effective date of the
Transaction, provided that the shares of Common Stock were
held as a capital asset on such effective date.
A stockholder's receipt of cash in lieu of a fractional share
of Common Stock pursuant to the Reverse Stock Split, which
results in a complete termination of the stockholder's stock
interest in the Company, will cause the stockholder to
recognize gain or loss for federal income tax purposes in an
amount equal to the difference between the amount of cash
received by such stockholder and the aggregate tax basis in
his or her Common Stock owned prior to the Transaction. If the
stockholder holds the Common Stock as a capital asset on the
effective date of the Transaction, then such stockholder's
gain or loss will be a capital gain or loss and will be
long-term capital gain or loss if on such effective date the
shares of Common Stock have been held for more than one year.
A stockholder's receipt of cash in lieu of a fractional share
of Common Stock, which does not result in a complete
termination of the stockholder's stock interest in the
Company, will cause the stockholder to recognize gain, if any,
in an amount not in excess of the amount of
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cash the stockholder receives. The gain will be capital gain
if the stockholder holds the Common Stock as a capital asset
on the effective date, provided that the distribution of cash
does not have the effect of a distribution of a dividend, and
will be long-term capital gain if on the effective date the
shares of Common Stock have been held for more than one year.
In the event that a stockholder's receipt of cash in lieu of a
fractional share of Common Stock has the effect of a
distribution of a dividend and does not constitute a complete
termination of the stockholder's stock interest in the
Company, the gain, if any, recognized by the stockholder will
be treated as ordinary income to the extent of the
stockholder's ratable share of the Company's accumulated
earnings and profits. The remainder, if any, of the recognized
gain will be treated as gain from the exchange of property.
The information reporting and possibly the "backup"
withholding requirements of the Code may apply to the
stockholder's receipt of cash in lieu of fractional share of
Common Stock, depending on the stockholder's particular facts
and circumstances and depending on whether the Company has
accumulated earnings and profits.
Item 8. Fairness of the Transaction
(b) NET BOOK VALUE. The Company's net book value per share as of
December 31, 1994 and 1995 and September 30, 1996 was $.95,
$1.28 and $1.31, respectively, and $138.77, on a pro forma
basis, as of September 30, 1996, giving effect to the
Fractional Share Payment and the expenses of the Transaction.
LIQUIDATION VALUE. As discussed above, the Board of Directors
estimated that the Company's aggregate liquidation value less
costs of liquidation and appropriate reserve necessary to
satisfy the Company's obligations was $372,647 or $1.43 per
share as of September 30, 1996. As discussed above, there can
be no assurance that the actual liquidation value of the
Company would not be a greater or lesser amount. Other than
estimating the liquidation value of the Company, the Board did
not consider or cause to be prepared any projections or
forecasts of the future economic value of the Company.
GOING CONCERN VALUE. The Board determined that it would not be
in the best interest of the Company to retain an outside
expert to analyze or appraise the value of the Company as a
going concern, due to the probable costs of such an analysis
or appraisal and the fact that the Board, based on the past
history of unsuccessful attempts to interest
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another company in a merger with the Company or a purchase of
its assets, and the absence of unsolicited offers to acquire
the Company as a going concern or otherwise, believed that it
could be a waste of the Company's assets to incur the expenses
of such an appraisal or analysis.
LACK OF AN ESTABLISHED TRADING MARKET. The Board of Directors
concluded there presently is no established trading market for
the Common Stock, quotations for the Common Stock are sporadic
and the Common Stock is not a "margin security" and,
therefore, cannot be used as collateral for loans from
brokers. Therefore, loss of the ability to have the Common
Stock quoted on the O-T-C Bulletin Board would not have a
significant impact on stockholders.
ABSENCE OF DIVIDENDS. The Company has never paid cash
dividends and currently intends to retain all earnings for use
in its business. Any payment of future dividends will be at
the discretion of the Company's Board of Directors and will
depend upon, among other things, the Company's earnings,
financial condition, cash flow, capital requirements and other
relevant considerations.
The Transaction has been approved unanimously by the Board of
Directors, who, on balance, under the circumstances, have
concluded that the Transaction is fair to the Company and the
Unaffiliated Stockholders. In view of the wide variety of
factors considered in connection with its evaluation of the
Transaction, the Board of Directors did not find it
practicable to, and did not, quantify or otherwise attempt to
assign relative weights to the specific factors they
considered in reaching their determination, although the
desire to eliminate the expense of being a public company was
the most significant factor in the Board's judgment.
None of the members of the Board of Directors is a recognized
expert in financial analysis, although each member
individually has some relevant experience. See Appendix A.
Item 10. Interest in Securities of this Issuer
(a) The information in Appendix A is incorporated by reference in
response to this Item.
Item 14. Financial Information
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(a)(3) Unaudited Ratio of Earnings
to Fixed Charges
<TABLE>
<CAPTION>
Pro Forma
Nine Months Ended Pro Forma Nine Months Ended
1994 1995 Sept. 30, 1996 1995** Sept. 30, 1996**
---- ---- -------------------- ---------- -----------------
<S> <C> <C> <C> <C>
1.37 3.84 1.33 3.84 1.76
</TABLE>
(4) Unaudited Book Value Per Share
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Dec. 31, 1995 Sept. 30, 1996 Dec. 31, 1995 Sept. 30, 1996
------------- -------------- ------------- --------------
<S> <C> <C> <C>
$1.28 $1.31 $144.79 $138.77
</TABLE>
- -------------
** All pro forma information in this Item 14 gives effect to the
Transaction (including the 100 for one reverse stock split) as if it
had occurred on January 1, 1995, including estimated expenses of
$20,500 and estimated annual savings of costs of compliance with
Exchange Act reporting requirements and other expenses of being a
public company of $21,500.
(b)(1) Selected Balance Sheet Data
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Dec. 31, 1995 Sept. 30, 1996 Dec. 31, 1995 Sept. 30, 1996
------------- -------------- ------------- --------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Working Capital $ 235,062 $ 246,970 $ 209,146 $ 235,188
Total Assets $1,038,625 $ 899,784 $1,102,979 $ 888,263
Long Term
Obligation $ 489,795 $ 504,792 $ 489,795 $ 504,972
Stockholders'
equity $ 368,794 $ 340,395 $ 343,148 $ 528,874
</TABLE>
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Selected Income Statement Data
<TABLE>
<CAPTION>
Pro Forma
Nine Months Ended Pro Forma Nine Months Ended
1995 Sept. 30, 1996 1995 Sept. 30, 1996
---- ------------------ ---------- ----------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Operating
Revenue $129,000 $96,750 $ 127,000 $96,750
Income from
Operations $(21,994) $11,499 $( 20,994) $26,874
Other income, net $149,882 --- $ 149,882 ---
Net income $110,623 $ 7,299 $ 109,623 $17,293
Net income per
share $ 0.36 $ 0.03 $ 46.25 $ 7.30
</TABLE>
Item 17. Material to Be Filed as Exhibits
(d) Disclosure Statement under Rule 13e-3(d)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 6, 1997 (Date)
/s/Robert Price (Signature)
Robert Price, President (Name and Title)
<PAGE> 15
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; BENEFICIAL
OWNERSHIP OF COMMON STOCK
DIRECTORS AND EXECUTIVE OFFICERS
Robert Price, age 63, Director and President of the Company,
an attorney, is a former General Partner of Lazard Freres & Co. He has served as
an Assistant United States Attorney, practiced law in New York and served as
Deputy Mayor of New York City. In the early sixties, Mr. Price served as
President and Director of Atlantic States Industries, a corporation owning
weekly newspapers and four radio stations. After leaving public office, Mr.
Price became Executive Vice President of the Dreyfus Corporation and an
Investment Officer of the Dreyfus Fund. In 1972 he joined Lazard Freres & Co.
Mr. Price has served as a Director of Holly Sugar Corporation, Atlantic States
Industries, The Dreyfus Corporation, Graphic Scanning Corp. and Lane Bryant,
Inc., and is currently a member of the Council on Foreign Relations. Mr. Price
serves as the Representative of The Majority Leader and President Pro Tem of the
New York State Senate on the Board of Directors of the Municipal Assistance
Corporation for the City of New York, and is a Member of the Board of Trustees
of the City of New York. Mr. Price is also a Director, President, Chief
Executive Officer and Treasurer of Price Communications Corporation and a
Director and President of PriCellular Corporation.
Kim I. Pressman, age 39, Director and Chairman, Vice President
and Treasurer of the Company, a certified public accountant, is a graduate of
Indiana University and holds an M.B.A. from New York University. Prior to
joining Price Communications Corporation in 1984, Ms. Pressman was employed for
three years by Peat, Marwick, Mitchell & Co., a national certified public
accounting firm, and for more than three years thereafter was Supervisor,
Accounting Policies for International Paper Company and then Manager, Accounting
Operations for Corinthian Broadcasting Division of Dun & Bradstreet Company, a
large group owner of broadcasting stations. Ms. Pressman is a Director,
Executive Vice President and Secretary of Price Communications Corporation and a
Director, Vice President and Secretary of PriCellular Corporation.
Steven A. Farbman, age 35, Director of the Company, is Senior
Vice President and Secretary of The New York Law Publishing Company. Mr. Farbman
holds a B.A. in journalism from The George Washington University. He assumed his
current positions at The New York Law Publishing Company in March 1988. Prior to
that he was Publisher of Professional Office Design Magazine from September 1987
to November 1989 and Associate Publisher of the magazine since 1986. Mr. Farbman
is the son-in-law of Robert Price.
<PAGE> 16
Steven Price, age 33, is Vice President and Secretary of the
Company. From 1990 to 1993 he was an attorney with Davis Polk & Wardwell. Prior
thereto, Mr. Price was appointed by President Bush to serve in the U.S. State
Department as Special Assistant to the Chief U.S. Nuclear Arms Negotiator, and
worked in the mergers and acquisitions department of Goldman, Sachs & Co. He is
a graduate of Brown University and Columbia Law School and is the son of Robert
Price, the President of the Company. He is also a Director of Price
Communications Corporation, and is Vice President-Director of Corporate
Development of PriCellular Corporation.
<PAGE> 17
SECURITY OWNERSHIP
The address of the persons named below is 630 Fifth Avenue,
Suite 3200, New York, New York 10020. They are all citizens of the United
States.
The following table sets forth as of the close of business on
December 31, 1996, certain information with regard to the beneficial ownership
of outstanding Common Stock by each director and executive officer of the
Company and by the directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature Percent of
Name Beneficial Ownership Class (2)
- ---- -------------------- ---------
<S> <C> <C>
Robert Price 46,100 17.7% (3)
Kim I. Pressman 910 *
Steven A. Farbman 0 *
Steven Price 10,000 3.8%
Directors and Executive
Officers as a Group 57,010 21.8%
</TABLE>
*Less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security).
(2) The percentages are based on a total of 257,172 shares of Common Stock
outstanding as of December 31, 1996.
(3) Includes 15,000 shares for which Mr. Price is Custodian for the benefit
of his grandchild Alexandra Lyn Farbman and 18,600 shares for which Mr.
Price is Custodian for the benefit of another grandchild, Leo Jake
Farbman, both children of Director Steven Farbman.
During the 60 days prior to December 31, 1996, none of the persons identified in
the above table engaged in any transaction in the Common Stock.
<PAGE> 1
Exhibit (d)
TLM CORPORATION
630 FIFTH AVENUE
SUITE 3200
NEW YORK, NEW YORK 10020
DISCLOSURE STATEMENT
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The Board of Directors of TLM Corporation, a Nevada
corporation (the "Company"), has approved a one for 100 reverse stock split (the
"Transaction" or "Reverse Stock Split") of the Company's Common Stock, par value
$.01 per share ("Common Stock") effective February 28, 1997 (the "Record Date").
The purpose of the Transaction is to reduce the number of holders of record of
the Common Stock below 500. This will be accomplished by a reduction in the
number of authorized and outstanding shares of Common Stock, as a result of the
Reverse Stock Split, with the purchase by the Company of any resulting
fractional shares from the persons then holding less than one whole share (as
well as other holders of fractional shares) for a fractional share payment equal
to $1.31 per share (the "Fractional Share Payment"), the book value of the
Common Stock as at September 30, 1996.
The reason for the Transaction is to permit the Company to
terminate its reporting obligations under the Securities Exchange Act of 1934
(the "Exchange Act") and the requirement that the Company comply with the proxy
rules of the Securities and Exchange Commission (the "Commission") and, thus,
eliminate the cost of compliance with those requirements, which is significant
to the Company.
Your vote is not being solicited in connection with the
Transaction, in that under Nevada law approval of the Company's Board of
Directors is sufficient to authorize the Transaction. No appraisal or similar
rights are provided to stockholders in respect of the Transaction under Nevada
law or the Certificate of Incorporation of the Company nor does the Transaction
otherwise provide for such rights.
Shortly following the Record Date, the Company will write to
its stockholders with instructions for obtaining new stock certificates
replacing stock
<PAGE> 2
certificates representing "pre-split" shares and will make the Fractional Share
Payment.
SPECIAL FACTORS
PURPOSE, ALTERNATIVES, REASONS AND EFFECTS OF THE TRANSACTION
PURPOSE. The purpose of the Transaction is to reduce the number of the
holders of record of the Common Stock below 500. This will
be accomplished by a reduction in the number of authorized and
outstanding shares of Common Stock, in the form of a one for
100 reverse stock split, with the purchase by the Company of
any resulting fractional shares from the persons then holding
less than one whole share for the Fractional Share Payment.
That will reduce the approximate number of record holders of
the common stock from 637, as of the Record Date, to 261.
The reason for the Transaction is to permit the Company to
terminate the Company's reporting obligations under the
Exchange Act and the requirement for the Company to comply
with the Commission's proxy rules and, thus, eliminate the
cost of compliance with those requirements, which is
significant to the Company.
The Company estimates that the annual pre-tax cost of
continuing as a public company, including preparation and
filing of reports and proxy statements with the Commission,
preparation and mailing of reports, proxy statements and other
communication to stockholders, annual audits of the Company's
financial statements and legal fees, is approximately $21,500
or $.08 per share or approximately $15 per beneficial owner,
based on the Company's estimate of the number of beneficial
owners of its Common Stock after inquiries to securities
brokers. That amount constitutes approximately 213 percent and
17 percent of the Company's earnings before income taxes for
1994 and 1995, respectively.
In addition to the out-of-pocket expense of being a public
company, the preparation of reports and proxy statements
requires the attention of the officers of the Company who
devote only part of their time to the affairs of the Company.
The President and the Vice President and Treasurer, who are
the officers responsible for the preparation of those
documents, receive no compensation as executive officers,
although the
2
<PAGE> 3
President receives an annual Director's fee of $10,000 and the
Vice President and Treasurer receives an annual fee of $12,000
for serving as a Chairman.
ALTERNATIVES. The Board of Directors considered a number of alternatives to
the Transaction including a self-tender, a continuation of the
Company's share repurchase program, seeking a merger or
consolidation with another company, selling its assets and
seeking to enter a new line of business, or continuing to
operate as it presently does.
The Board of Directors determined not to authorize a
self-tender by the Company for a sufficient number of shares
to reduce the number of record holders of the Common Stock to
below 500 (which would have provided stockholders with a
choice as to whether to remain as stockholders of the Company
or sell their shares), in that there would be no assurance of
its success, due to the pro rata provision of the Commission's
Rule 13e-4(f)(3) applicable to self tenders, the possible
inability to communicate the offer to a sufficient number of
stockholders (the "lost" stockholder problem) and the lack of
assurance that a sufficient number of stockholders would
tender their shares. The Transaction, on the other hand, would
operate automatically to reduce the number of stockholders of
record below 500.
The Board also concluded, based on the Company's experience,
that continuation of the Company's share repurchase program
would be unlikely to reduce the number of record holders below
500 and, thus, the Company would continue to incur the expense
of being a public company without providing any value to
stockholders other than those whose shares are repurchased
from time to time by the Company.
Since disposing of substantially all of its post production
operating assets in 1989, the Company has considered seeking
acquisitions in businesses other than post production
operations or alternatively seeking to liquidate or merge or
consolidate with another company. However, other than its
acquisition in 1994 of a corporation the principal asset of
which was an office building in Nashville, Tennessee (the
"Property"), the Company did not seriously consider or receive
any proposals for such transactions. Given its past history of
unsuccessful efforts, the Board concluded that merger or
consolidation or sale of assets and seeking to enter a new
line of business were not viable alternatives.
3
<PAGE> 4
The Board considered liquidation, but in light of the
estimated expenses of sale of the Company's assets and
liquidation of the Company (including brokerage commissions,
legal fees, real estate transfer taxes, accounting fees,
reserves to satisfy the Company's obligations, and other
miscellaneous costs and expenses), the uncertainty as to the
amount of proceeds that would result from the sale of the
Property, and that a liquidation would result in the failure
of all stockholders to share in the future of the Company, the
Board determined that a liquidation would not be in the best
interests of stockholders. In reaching this conclusion, the
Board estimated that the proceeds of sale of the Property
would be $815,000, or the purchase price paid by the Company
in 1994 for the capital stock of the corporation owning the
Property, and that aggregate expenses of the sale of such
building and liquidation of the Company would aggregate
$97,800 (or 12% of such proceeds of sale), with the result
that after liquidation for the Company's cash and other
current assets (estimated at $270,774) and repayment of the
Company's long-term indebtedness and other liabilities and
establishment of a reserve for the Company's known or
contingent obligations (estimated at $615,327), the Board
estimated the Company's liquidation value net of expenses and
liabilities as aforesaid as $372,647 or $1.45 per share as of
the Record Date.
Continuing to operate the Company as it presently is operated
was rejected by the Board, due to the expense of continuing as
a public company discussed above.
EFFECTS OF
TRANSACTION. The Transaction will have various effects on the Company, the
stockholders who are executive officers and directors of the
Company and members of their immediate families (the
"Affiliated Stockholders"), the unaffiliated stockholders (the
"Unaffiliated Stockholders") who remain stockholders after the
Transaction and the Unaffiliated Stockholders who receive a
Fractional Share Payment and cease to be stockholders after
the Transaction.
THE COMPANY. The expenses of the Transaction and the payment
of the Fractional Share Payment will reduce the Company's cash
and other liquid assets by approximately $47,146 and its
working capital and total assets would be reduced by a
corresponding amount. However, the registration of the Common
Stock and the Company's reporting obligation
4
<PAGE> 5
under the Exchange Act would be terminated and the Company
would cease to be a public company. The Company believes that
its remaining liquid assets and the estimated annual pre-tax
savings of the approximately $21,500 costs of being a public
company together with the rental payments on the lease on the
Property will be sufficient to finance the operations of the
Company for at least the remainder of 1996 and for 1997.
AFFILIATED STOCKHOLDERS. The Affiliated Stockholders will
remain officers, directors and stockholders of the Company.
The Affiliated Stockholders will experience many of the same
effects of the Transaction as the Unaffiliated Stockholder who
remain Stockholders. However, as officers and directors they
will not be affected by the loss of information about the
Company available in filings with the Commission and annual
reports to stockholders, since they would have access to such
information as the result of their positions.
The approximate aggregate percentage beneficial ownership of
the Common Stock of the Affiliated Stockholders will increase
from 21.8 per cent, as of the Record Date, to 24.0 per cent.
At September 30, 1996 the book value per share of the Common
Stock held by the Affiliated Stockholders was $1.31. Upon
consummation of the Transaction the pro forma book value per
share of their Common Stock as of September 30, 1996 will be
approximately $138.77.
No Affiliated Stockholders will cease to be stockholders as a
result of the Transaction; certain Affiliated Stockholders
will receive Fractional Share Payments on the same basis as
Unaffiliated Stockholders who continue as stockholders after
consummation of the Transaction.
CONTINUING UNAFFILIATED STOCKHOLDERS. Those Unaffiliated
Stockholders who remain stockholders of the Company after the
Transaction will have a residual interest in a company with
approximately $47,146 less in liquid assets than before the
Transaction.
The aggregate percentage of the outstanding shares of Common
Stock held on the Record Date by the Unaffiliated Stockholders
who remain stockholders after consummation of the Transaction
will increase from approximately 74.0 per cent
5
<PAGE> 6
to approximately 76.0 per cent as the result of the
Transaction. The book value per share of their shares of
Common Stock on September 30, 1996 was $1.31. As the result of
the Transaction, the pro forma book value per share of their
shares as of September 30, 1996 will be approximately $138.77.
The Company will no longer be subject to the periodic
reporting provisions of the Exchange Act. Accordingly, these
Unaffiliated Stockholders will no longer have access to the
information about the Company theretofore provided in its
filings with the Commission and annual reports to
stockholders, and will no longer receive the benefit of proxy
or information statements prepared in accordance with the
rules of the Commission, disclosing material information about
management, its remuneration and transactions with the Company
and matters to be acted upon at meetings of stockholders.
Under Nevada law, any person who is a stockholder of record of
the Company and owns not less than 15 percent of all of the
issued and outstanding shares of the Company or has been
authorized in writing by the holders of at least 15 percent of
all its issued and outstanding shares, is entitled to inspect
the books of account and all financial records of the Company,
to make extracts therefrom, and to conduct an audit of such
records. Such provisions do not apply to any corporation that
furnishes to its stockholders a detailed, annual financial
statement, although the Company will be under no legal
obligation to furnish any such annual financial statement.
As the result of the termination of the Company's reporting
obligations under the Exchange Act the Common Stock will no
longer be eligible to be quoted on the O-T-C Bulletin Board.
Even taking into account the limited existing market for the
Common Stock, the loss of the availability of quotations for
the Common Stock on the OTCBB could significantly negatively
affect the liquidity and market value of the shares of Common
Stock held by these Unaffiliated Stockholders. While the
Common Stock might continue to trade over-the-counter and
quotations might be reported in the "Pink Sheets" of the
National Quotation Bureau, Inc., there can be no assurances
that this will occur, particularly in view of the limited
number of shares available for trading. The extent of the
public market for the Common Stock and the availability of
such quotations would depend upon such factors as the number
of shares available for trading, the number of remaining
stockholders, the interest of securities dealers in
maintaining a market in the
6
<PAGE> 7
Common Stock and the lack of publicly available information
about the Company.
Thus, these stockholders may have no practical means of
disposing of their Common Stock and may lose their entire
investment.
UNAFFILIATED STOCKHOLDERS WHO CEASE TO BE STOCKHOLDERS. A
stockholder holding fewer than 100 shares of Common Stock on
the Record Date will have that holding reduced to less than
one whole share as the result of the Transaction. The Company
will make a Fractional Share Payment to such a stockholder
rather than issue less than one whole share to the stockholder
and that stockholder will cease to be a stockholder of the
Company.
Stockholders who receive a Fractional Share Payment and cease
to be stockholders as the result of the Transaction will no
longer have an interest in the Company and will lose the
opportunity to share in the Company's future. However, the
Company has no plans, negotiations, agreements, arrangements
or understandings for an extraordinary transaction and does
not expect to pay dividends for the foreseeable future.
Accordingly, absent the Transaction, such stockholders would
continue to share in the current business of the Company
without an established trading market for their shares of
Common Stock and with their interests eroding as the result of
the costs of the Company continuing as a public company.
FEDERAL INCOME TAX CONSEQUENCES. The following summary of the
federal income tax consequences of the Reverse Stock Split is
based on the Internal Revenue Code of 1986, as amended, the
Treasury Regulations promulgated thereunder, judicial
authority and current administrative rulings and practices as
in effect on the date of this Schedule 13E-3. This discussion
is for general information only. The tax treatment of a
stockholder may vary depending upon the particular facts and
circumstances of such stockholder. Certain stockholders,
including insurance companies, tax-exempt organizations,
financial institutions, broker-dealers, non-resident aliens,
foreign corporation and persons who do not hold the Common
Stock as a capital asset, may be subject to special rules not
discussed below. ACCORDINGLY, STOCKHOLDERS SHOULD CONSULT
THEIR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT,
7
<PAGE> 8
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL
OR FOREIGN INCOME TAX AND OTHER LAWS.
A stockholder receiving shares of Common Stock pursuant to the
Reverse Stock Split will not recognize gain or loss for
federal income tax purposes (except in the case of cash
received in lieu of a fractional share, as described below). A
stockholder's aggregate tax basis of the shares of Common
Stock received pursuant to the Reverse Stock Split (including
any fractional shares to which a stockholder is entitled) will
equal the aggregate tax basis of the stockholder's shares of
Common Stock exchanged in the Reverse Stock Split, reduced by
the amount of cash (if any) received in lieu of a fractional
share of Common Stock, increased by the amount of such cash
(if any) treated as a dividend and increased by the amount of
gain (if any) recognized as a result of the receive of cash in
lieu of a fractional share of Common Stock. The aggregate tax
basis of each stockholder's shares of Common Stock owned
following the Reverse Stock Split will be allocated ratably
among the total number of shares of Common Stock that the
stockholder receives. For tax purposes, the holding period of
the Common Stock received as a result of the Reverse Stock
Split will include the holding period of the shares of Common
Stock immediately prior to the effective date of the
Transaction, provided that the shares of Common Stock were
held as a capital asset on such effective date.
A stockholder's receipt of cash in lieu of a fractional share
of Common Stock pursuant to the Reverse Stock Split, which
results in a complete termination of the stockholder's stock
interest in the Company, will cause the stockholder to
recognize gain or loss for federal income tax purposes in an
amount equal to the difference between the amount of cash
received by such stockholder and the aggregate tax basis in
his or her Common Stock owned prior to the Transaction. If the
stockholder holds the Common Stock as a capital asset on the
effective date of the Transaction, then such stockholder's
gain or loss will be a capital gain or loss and will be
long-term capital gain or loss if on such effective date the
shares of Common Stock have been held for more than one year.
A stockholder's receipt of cash in lieu of a fractional share
of Common Stock, which does not result in a complete
termination of the stockholder's stock interest in the
Company, will cause the stockholder to recognize gain, if any,
in an amount not in
8
<PAGE> 9
excess of the amount of cash the stockholder receives. The
gain will be capital gain if the stockholder holds the Common
Stock as a capital asset on the effective date, provided that
the distribution of cash does not have the effect of a
distribution of a dividend, and will be long-term capital gain
if on the effective date the shares of Common Stock have been
held for more than one year.
In the event that a stockholder's receipt of cash in lieu of a
fractional share of Common Stock has the effect of a
distribution of a dividend and does not constitute a complete
termination of the stockholder's stock interest in the
Company, the gain, if any, recognized by the stockholder will
be treated as ordinary income to the extent of the
stockholder's ratable share of the Company's accumulated
earnings and profits. The remainder, if any, of the recognized
gain will be treated as gain from the exchange of property.
The information reporting and possibly the "backup"
withholding requirements of the Code may apply to the
stockholder's receipt of cash in lieu of fractional share of
Common Stock, depending on the stockholder's particular facts
and circumstances and depending on whether the Company has
accumulated earnings and profits.
FAIRNESS OF THE TRANSACTION
The Company reasonably believes that under the circumstances,
the Transaction is, on balance, fair to its Unaffiliated
Stockholders both from a financial point of view and in terms
of the structure of the Transaction.
The Company reasonably believes that the Transaction is fair
to its Unaffiliated Stockholders from a financial point of
view based on the recommendation of its Board of Directors,
the Fractional Share Payment, the Company's net book value and
estimated liquidation value, the Company's past history and
future prospects, the lack of a reasonable alternative to the
Transaction, the lack of an established trading market for the
Common Stock, the historical market prices for the Common
Stock and recent trading activity, the absence of the payment
of dividends on the Common Stock and the lack of prospects for
payment of dividends for the foreseeable future, the results
of the Company's stock repurchase program and the cost of
remaining a public company.
9
<PAGE> 10
The Company reasonably believes that these factors outweigh
the disadvantages of the lack of appraisal rights for
dissenting stockholders, the loss by those who remain
stockholders of the benefits of the information provided by
reports and proxy statements required by the rules of the
Securities and Exchange Commission and the ability to have
their shares quoted on the O-T-C Bulletin Board and the loss
by those who no longer will be stockholders of the opportunity
to participate as stockholders of the Company in its future.
NET BOOK VALUE. The Company's net book value per share as of
December 31, 1994 and 1995 and September 30, 1996 was $.95,
$1.28 and $1.31, respectively, and $138.77, on a pro forma
basis, as of September 30, 1996, giving effect to the
Fractional Share Payment and the expenses of the Transaction.
LIQUIDATION VALUE. As discussed above, the Board of Directors
estimated that the Company's aggregate liquidation value less
costs of liquidation and appropriate reserve necessary to
satisfy the Company's obligations was $372,647 or $1.43 per
share as of September 30, 1996. As discussed above, there can
be no assurance that the actual liquidation value of the
Company would not be a greater or lesser amount. Other than
estimating the liquidation value of the Company, the Board did
not consider or cause to be prepared any projections or
forecasts of the future economic value of the Company.
GOING CONCERN VALUE. The Board determined that it would not be
in the best interest of the Company to retain an outside
expert to analyze or appraise the value of the Company as a
going concern, due to the probable costs of such an analysis
or appraisal and the fact that the Board, based on the past
history of unsuccessful attempts to interest another company
in a merger with the Company or a purchase of its assets, and
the absence of unsolicited offers to acquire the Company as a
going concern or otherwise, believed that it could be a waste
of the Company's assets to incur the expenses of such an
appraisal or analysis.
LACK OF AN ESTABLISHED TRADING MARKET. The Board of Directors
concluded there presently is no established trading market for
the Common Stock, quotations for the Common Stock are sporadic
and the Common Stock is not a "margin security" and,
therefore, cannot be used as collateral for loans from
brokers. Therefore, loss of the ability to have the Common
Stock quoted
10
<PAGE> 11
on the O-T-C Bulletin Board would not have a significant
impact on stockholders.
ABSENCE OF DIVIDENDS. The Company has never paid cash
dividends and currently intends to retain all earnings for use
in its business. Any payment of future dividends will be at
the discretion of the Company's Board of Directors and will
depend upon, among other things, the Company's earnings,
financial condition, cash flow, capital requirements and other
relevant considerations.
BOARD APPROVAL. The Transaction has been approved unanimously
by the Board of Directors, who, on balance, under the
circumstances, have concluded that the Transaction is fair to
the Company and the Unaffiliated Stockholders. In view of the
wide variety of factors considered in connection with its
evaluation of the Transaction, the Board of Directors did not
find it practicable to, and did not, quantify or otherwise
attempt to assign relative weights to the specific factors
they considered in reaching their determination, although the
desire to eliminate the expense of being a public company was
the most significant factor in the Board's judgment.
None of the members of the Board of Directors is a recognized
expert in financial analysis, although each member
individually has some relevant experience. See "Directors and
Executive Officers" below.
The Transaction is not structured so that approval of at least
a majority of unaffiliated security holders is required. Under
Nevada law approval of stockholders is not required in respect
of a reverse stock split pursuant to which only money will be
paid to stockholders who before the stock split became
effective held in the aggregate less than 10% of the Company's
outstanding common stock.
A majority of the directors who are not employees of the
issuer has not retained an unaffiliated representative to act
solely on behalf of unaffiliated security holders for the
purpose of negotiating the terms of the Transaction and/or
preparing a report concerning the fairness of the Transaction.
None of the members of the Board of Directors is a paid
employee of the Company.
11
<PAGE> 12
ABSENCE OF INVESTMENT BANKING ADVICE
The Board concluded, based on its assets, historical earnings
and future prospects that it would not be in the interest of
the Company to incur the expense of retaining an investment
banker or other expert to explore alternatives for enhancing
shareholder value.
THE COMPANY'S COMMON STOCK
The Company's Common Stock is quoted on the NASD non- Nasdaq
over-the-counter Bulletin Board ("OTCBB"). The high and low
bid prices for the Company's Common Stock are as reported by
the OTCBB. Such quotations reflect inter-dealer prices,
without retail mark-up or mark-down commission and may not
necessarily represent actual transactions. Quotation in the
OTCBB does not necessarily reflect an active or established
public market. Quotations for the Company's Common Stock are
sporadic.
<TABLE>
<CAPTION>
1994 1995 1996
------------ ------------ ------------
Quarter High Low High Low High Low
------- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
First $ .25 .13 $1.00 1.00 $1.00 1.00
Second $ .56 .13 $1.50 .75 $1.125 .75
Third $ .75 .50 $1.00 1.00 $1.00 .75
Fourth $1.00 .75 $1.00 1.00 $1.00 1.00(1)
</TABLE>
----------
(1) Through November 1, 1996.
The Company has not paid any dividends during the past two
fiscal years. There are no restrictions on the Company's
present or future ability to pay dividends.
There were 257,172 shares of Common Stock outstanding and 637
holders of record as of December 31, 1996.
During 1994, 1995 and 1996, the Company, pursuant to the
authorization of its Board of Directors, repurchased 98,714
shares of Common Stock at prices ranging from $.50 to $1.38
12
<PAGE> 13
per share for an aggregate purchase price of $112,591. The
average purchase price paid by the Company per quarter in such
repurchases is as follows:
<TABLE>
<CAPTION>
Quarter Avg. price paid/share
------- ---------------------
<S> <C>
1Q'94 $0.25
2Q'94 0.51
3Q'94 0.25
4Q'94 -
1Q'95 0.50
2Q'95 0.80
3Q'95 1.36
4Q'95 0.75
1Q'96 1.32
2Q'96 1.00
3Q'96 1.32
4Q'96 1.39
</TABLE>
On October 23, 1996, the Company purchased 3,300 shares of
Common Stock from an Unaffiliated Stockholder for a purchase
price of $1.39 per share in the open market.
EXPENSES OF THE TRANSACTION
The Company intends to use its cash and other liquid assets to
pay the estimated approximately $26,646 aggregate Fractional
Share Payment and the expenses of the Transaction, estimated
to be approximately $20,500. The Company estimates that it
will incur the following expenses in connection with the
Transaction:
<TABLE>
<S> <C>
Printing and mailing $3,000
Transfer Agent Fees $5,000
Legal Fees $10,000
Miscellaneous Expenses $2,500
</TABLE>
13
<PAGE> 14
FINANCIAL INFORMATION
More complete financial information respecting the
Company is included in the Company's annual reports
on Form 10-K for the years ended December 31, 1994
and 1995 and the Company's quarterly reports on Form
10-Q for the quarterly periods ended September 30,
1995 and September 30, 1996. The Company hereby
undertakes to provide without charge to stockholders
of the Company, upon written or oral request of any
such person, a copy of any such reports. Requests for
such copies should be directed to Kim I. Pressman,
Treasurer, TLM Corporation, 630 Fifth Avenue, New
York, New York 10020, telephone (212) 757-5600.
Unaudited Ratio of Earnings
to Fixed Charges
<TABLE>
<CAPTION>
Pro Forma
Nine Months Ended Pro Forma Nine Months Ended
1994 1995 Sept. 30, 1996 1995** Sept. 30, 1996**
---- ---- -------------------- ---------- -----------------
<S> <C> <C> <C> <C>
1.37 3.84 1.33 3.84 1.76
</TABLE>
(4) Unaudited Book Value Per Share
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Dec. 31, 1995 Sept. 30, 1996 Dec. 31, 1995 Sept. 30, 1996
------------- -------------- ------------- --------------
<S> <C> <C> <C>
$1.28 $1.31 $144.79 $138.77
</TABLE>
- -------------
** All pro forma information in this Disclosure Statement gives effect to
the Transaction (including the 100 for one reverse stock split) as if
it had occurred on January 1, 1995, including estimated expenses of
$20,500 and estimated annual savings of costs of compliance with
Exchange Act reporting requirements and other expenses of being a
public company of $21,500.
14
<PAGE> 15
Selected Balance Sheet Data
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Dec. 31, 1995 Sept. 30, 1996 Dec. 31, 1995 Sept. 30, 1996
------------- -------------- ------------- --------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Working Capital $ 235,062 $ 246,709 $ 209,416 $ 235,188
Total Assets $1,038,625 $ 899,784 $1,012,979 $ 888,263
Long Term
Obligation $ 489,795 $ 504,792 $ 489,795 $ 504,792
Stockholders'
equity $ 368,794 $ 340,395 $ 343,148 $ 328,874
</TABLE>
Selected Income Statement Data
<TABLE>
<CAPTION>
Pro Forma
Nine Months Ended Pro Forma Nine Months Ended
1995 Sept. 30, 1996 1995 Sept. 30, 1996
---- ------------------ ---------- ----------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Operating
Revenue $ 129,000 $ 96,750 $ 127,000 $ 96,750
Income from
Operations $ (21,994) $ 11,499 $ (20,994) $ 26,874
Other income, net $ 149,882 -- $ 149,882 --
Net income $ 110,623 $ 7,299 $ 109,623 $ 17,293
Net income per
share $ 0.36 $ 0.03 $ 46.25 $ 7.30
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; BENEFICIAL OWNERSHIP OF COMMON
STOCK
DIRECTORS AND EXECUTIVE OFFICERS
Robert Price, age 63, Director and President of the Company,
an attorney, is a former General Partner of Lazard Freres & Co. He has served as
an Assistant United States Attorney, practiced law in New York and served as
Deputy Mayor of New York City. In the early sixties, Mr. Price served as
President and Director of Atlantic States Industries, a corporation owning
weekly newspapers and four radio stations. After leaving public office, Mr.
Price became Executive Vice President of the Dreyfus Corporation and an
Investment Officer of the Dreyfus Fund. In 1972 he joined Lazard Freres & Co.
Mr. Price has served as a Director of Holly Sugar Corporation, Atlantic States
Industries, The Dreyfus Corporation,
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Graphic Scanning Corp. and Lane Bryant, Inc., and is currently a member of the
Council on Foreign Relations. Mr. Price serves as the Representative of The
Majority Leader and President Pro Tem of the New York State Senate on the Board
of Directors of the Municipal Assistance Corporation for the City of New York,
and is a Member of the Board of Trustees of the City of New York. Mr. Price is
also a Director, President, Chief Executive Officer and Treasurer of Price
Communications Corporation and a Director and President of PriCellular
Corporation.
Kim I. Pressman, age 39, Director and Chairman, Vice President
and Treasurer of the Company, a certified public accountant, is a graduate of
Indiana University and holds an M.B.A. from New York University. Prior to
joining Price Communications Corporation in 1984, Ms. Pressman was employed for
three years by Peat, Marwick, Mitchell & Co., a national certified public
accounting firm, and for more than three years thereafter was Supervisor,
Accounting Policies for International Paper Company and then Manager, Accounting
Operations for Corinthian Broadcasting Division of Dun & Bradstreet Company, a
large group owner of broadcasting stations. Ms. Pressman is a Director,
Executive Vice President and Secretary of Price Communications Corporation and a
Director, Vice President and Secretary of PriCellular Corporation.
Steven A. Farbman, age 35, Director of the Company, is Senior
Vice President and Secretary of The New York Law Publishing Company. Mr. Farbman
holds a B.A. in journalism from The George Washington University. He assumed his
current positions at The New York Law Publishing Company in March 1988. Prior to
that he was Publisher of Professional Office Design Magazine from September 1987
to November 1989 and Associate Publisher of the magazine since 1986. Mr. Farbman
is the son-in-law of Robert Price.
Steven Price, age 33, is Vice President and Secretary of the
Company. From 1990 to 1993 he was an attorney with Davis Polk & Wardwell. Prior
thereto, Mr. Price was appointed by President Bush to serve in the U.S. State
Department as Special Assistant to the Chief U.S. Nuclear Arms Negotiator, and
worked in the mergers and acquisitions department of Goldman, Sachs & Co. He is
a graduate of Brown University and Columbia Law School and is the son of Robert
Price, the President of the Company. He is also a Director of Price
Communications Corporation, and is Vice President-Director of Corporate
Development of PriCellular Corporation.
SECURITY OWNERSHIP
The address of the persons named below is 630 Fifth Avenue,
Suite 3200, New York, New York 10020. They are all citizens of the United
States.
The following table sets forth as of the close of business on
December 31, 1996, certain information with regard to the beneficial ownership
of
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outstanding Common Stock by each director and executive officer of the Company
and by the directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature Percent of
Name Beneficial Ownership Class (2)
- ---- -------------------- ---------
<S> <C> <C>
Robert Price 46,100 17.7% (3)
Kim I. Pressman 910 *
Steven A. Farbman 0 *
Steven Price 10,000 3.8%
Directors and Executive
Officers as a Group 57,010 21.8%
</TABLE>
*Less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security).
(2) The percentages are based on a total of 257,172 shares of Common Stock
outstanding as of December 31, 1996.
(3) Includes 15,000 shares for which Mr. Price is Custodian for the benefit
of his grandchild Alexandra Lyn Farbman and 18,600 shares for which Mr.
Price is Custodian for the benefit of another grandchild, Leo Jake
Farbman, both children of Director Steven Farbman.
During the 60 days prior to December 31, 1996, none of the persons identified in
the above table engaged in any transaction in the Common Stock.
17
