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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. 2]
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
Transaction Amount of Filing fee
valuation*
$67,379.06 $13.48
*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
This is a final amendment to a Rule 13e-3 Transaction
Statement of TLM Corporation (the "Company"), originally filed on November 14,
1996 (the "Original Statement"). Effective on the close of business on February
28, 1997, the Company effected a one for 100 reverse stock split. In lieu of
issuing fractional shares, the Company will make a payment of $1.31 per
pre-split share held by persons who would otherwise hold less than one whole
share after the reverse stock split. As a result of the foregoing, the number of
record holders of the Company's common stock has been reduced from approximately
637 to 261.
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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.
March 10, 1997 (Date)
/s/ ROBERT PRICE (Signature)
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Robert Price, President (Name and Title)
