SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
Amendment No. 5 (Revised Final Amendment)
SCHEDULE 14D-1/A -- SCHEDULE 13D
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934 -- Information Pursuant to
ss.240.13d-1(a)
---------------------
TRANSCAPITAL FINANCIAL CORPORATION
(Name of Subject Company)
ALLIANCE STANDARD II L.L.C.
ALLIANCE STANDARD II CORP.
MICHAEL L. LEWITTES
ROBERT S. JAFFE
(Bidders)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
893528109
(CUSIP Number of Class of Securities)
Michael L. Lewittes Keith R. Bish
ALLIANCE STANDARD II L.L.C. ALLIANCE STANDARD II CORP.
520 Madison Avenue-- 7th Floor c/o International Fund Administration, Ltd.
New York, NY 10022 48 Par-la-Ville Road-- Suite 464
Telephone: (212) 826-6805 Hamilton HM11, Bermuda
Telephone: (441) 295-4718
with copies to:
Thomas E. Kruger
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Telephone: (212) 856-7000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
Page 1 of 17 Pages
688812.3
<PAGE>
CUSIP No.: 893528109 Page 2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALLIANCE STANDARD II L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
895,007
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
9.1%
10. Type of Reporting Person (See Instructions)
OO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALLIANCE STANDARD II CORP.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
7. Aggregate Amount Beneficially Owned by Each Reporting Person
631,612
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
6.4%
10. Type of Reporting Person (See Instructions)
CO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LJ INVESTMENTS, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
895,007
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
%
10. Type of Reporting Person (See Instructions)
OO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LJ INVESTMENTS CORP.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS
7. Aggregate Amount Beneficially Owned by Each Reporting Person
631,612
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
6.4%
10. Type of Reporting Person (See Instructions)
CO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JL ADVISORS II, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
895,007
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
%
10. Type of Reporting Person (See Instructions)
OO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 7
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JL ASSOCIATES II, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
631,612
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
6.4%
10. Type of Reporting Person (See Instructions)
OO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JAFFE CAPITAL MANAGEMENT GROUP, L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
/ /
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,619
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
15.6%
10. Type of Reporting Person (See Instructions)
OO, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. LEWITTES
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6. Citizenship or Place of Organization
U.S.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,619
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
15.6%
10. Type of Reporting Person (See Instructions)
IN, GM
688812.3
<PAGE>
CUSIP No.: 893528109 Page 10
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROBERT S. JAFFE
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) {X}
(b) { }
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6. Citizenship or Place of Organization
U.S.
7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,619
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
/ /
9. Percent of Class Represented by Amount in Row (7)
15.6%
10. Type of Reporting Person (See Instructions)
IN, GM
688812.3
<PAGE>
SCHEDULE 14D-1/A -- AMENDMENT NO. 5 (REVISED FINAL AMENDMENT)
SCHEDULE 13D
TRANSCAPITAL FINANCIAL CORPORATION
This statement constitutes Amendment No. 5 ("Amendment No. 5" or the
"Revised Final Amendment") to the statement on Schedule 14D-1 (the "Original
Statement," and as supplemented and amended to date, including as amended
hereby, the "Statement") relating to the offer by Alliance Standard II L.L.C.
("Purchaser LLC"), a Delaware limited liability company wholly-owned by LJ
Investments, L.L.C. ("Investments LLC"), a Delaware limited liability
company, and Alliance Standard II Corp. ("Purchaser Corp.," and collectively
with Purchaser LLC, the "Purchasers"), a British Virgin Islands corporation
wholly-owned by LJ Investments Corp. (collectively with Investments LLC, the
"Funds"), a British Virgin Islands corporation, to purchase:
(i) up to $30,000,000 principal amount of outstanding 8.40%
Subordinated Notes due 1993 (the "Notes") of American
Capital Corporation, a Florida corporation ("ACC"), at a
price of $100 per $1,000 principal amount of Notes
(including any accrued interest thereon), and
(ii) up to 1,950,000 shares of Common Stock, par value $1.00 per
share (the "TFC Common Shares," and together with the ACC
Preferred Shares, the "Shares") of TransCapital Financial
Corporation, a Delaware corporation ("TFC" and together
with ACC, the "Companies"), at a price of $1.00 per TFC
Common Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 12, 1998 a copy of which is
attached to the Original Statement as Exhibit (a)(1) (the "Original Offer to
Purchase"), as supplemented and amended by the Supplement dated February 4,
1998, attached to Amendment No. 1 as Exhibit (a)(10), and the Amended
Supplement dated February 9, 1998, attached to Amendment No. 3 as Exhibit
(a)(14) (the "Amended Supplement"; the Original Offer to Purchase as so
supplemented and amended is referred to herein as the "Offer to Purchase"),
and in the related Letters of Transmittal (which collectively constitute the
"Offer").
The Original Statement was amended by the following amendments:
Amendment No. 1 filed on February 4, 1998; Amendment No. 2 filed on February
6, 1998; Amendment No. 3 filed on February 9, 1998; and Amendment No. 4 filed
on February 20, 1998. As used herein, the "Statement" means the Original
Statement as amended to date, including as amended hereby. Capitalized terms
not otherwise defined herein have the meanings established in the Statement.
Except as set forth herein, there have been no changes in the
information as set forth in the Original Statement.
688812.3
11
<PAGE>
The Offer expired at midnight on February 17, 1998. The Purchasers have
now completed their review of the validity of tenders and have determined that
1,526,619 Shares have been validly tendered, and the Purchasers have accepted
for payment that number of Shares.
Pursuant to General Instruction F of Schedule 14D-1, this Revised
Final Amendment shall be deemed to satisfy the reporting requirements of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with respect to the TFC Common Shares acquired by the
Purchasers pursuant to the Offer as reported herein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANIES.
(a) The Purchasers have concluded their review of the validity of
tenders submitted in response to the Offer to Purchase and have determined
that an aggregate of 1,526,619 Shares have been validly tendered.
Accordingly, the Purchasers have directed the Depositary to accept for
payment all Shares validly tendered, and to return all other Shares to their
respective holders. The percentages set forth below represent the percentages
of outstanding Shares held by the respective Purchasers, based upon an
aggregate of 9,806,324 shares outstanding, as reported by the Company in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995:
Purchaser LLC......................895,007 Shares (9.1%)
Purchaser Corp.....................631,612 Shares (6.4%)
Total..................1,526,619 Shares (15.6%)
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Exhibit
(a)(1) Offer to Purchase, dated January 12, 1998.*
(a)(2) Letter of Transmittal with respect to ACC Preferred
Shares.*
(a)(3) Letter of Transmittal with respect to TFC Common
Shares.*
(a)(4) Notice of Guaranteed Delivery for ACC Preferred
Shares.*
(a)(5) Notice of Guaranteed Delivery for TFC Common Shares.*
688812.3
12
<PAGE>
(a)(6) Letter from IBJ Schroder Bank & Trust Company as
depositary agent for the Purchasers to brokers,
dealers, banks, trust companies and nominees.*
(a)(7) Letter to be sent by brokers, dealers, banks, trust
companies and nominees to their clients.*
(a)(8) IRS Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(9) Summary Advertisement, dated January 13, 1998.*
(a)(10) Supplement dated February 4, 1998, to the Offer to
Purchase.**
(a)(11) Amended Letter of Transmittal with respect to TFC
Common Shares.**
(a)(12) Amended letter from IBJ Schroder Bank & Trust Company
as depositary agent for the Purchasers to brokers,
dealers, banks, trust companies and nominees.**
(a)(13) Amended letter to be sent by brokers, dealers, banks,
trust companies and nominees to their clients.**
(a)(14) Press release dated February 6, 1998.+
(a)(15) Amended Supplement dated February 9, 1998, to the
Offer to Purchase.++
(a)(16) Press release dated February 9, 1998.++
(a)(17) Press release dated February 19, 1998.++
(a)(18) Press release dated February 27, 1998.
(b) None.
(c)(1) Filing Agreement dated January 12, 1998 between
Alliance Standard II L.L.C. and Alliance Standard II
Corp.*
(c)(2) Agreement dated December 1, 1997 between JL Advisors,
L.L.C. and Collectible Certificates, L.L.C.*
(d) None.
(e) Not applicable.
(f) None.
* Filed as an exhibit to the Original Statement.
** Filed as an exhibit to Amendment No. 1.
+ Filed as an exhibit to Amendment No. 2.
++ Filed as an exhibit to Amendment No. 3.
++ Filed as an exhibit to Amendment No. 4.
688812.3
13
<PAGE>
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.
Dated: February 27, 1998
Alliance Standard II L.L.C.
By: LJ Investments, L.L.C., its managing
member
By: JL Advisors II, LLC, its managing
member
s/ Michael L. Lewittes By: s/ Michael L. Lewittes
---------------------- ---------------------------
Michael L. Lewittes Michael L. Lewittes, Member
By: Jaffe Capital Management Group,
LLC, member
s/ Robert S. Jaffe By: s/ Robert S. Jaffe
------------------ -----------------------
Robert S. Jaffe Robert S. Jaffe, Member
Alliance Standard II Corp.
By: s/ Keith R. Bish
----------------------
Keith R. Bish, Director
688812.3
14
<PAGE>
INDEX OF EXHIBITS
Sequentially
Exhibit numbered
number Exhibit pages
(a)(1) Offer to Purchase, dated January 12, 1998.*
(a)(2) Letter of Transmittal with respect to ACC Preferred
Shares.*
(a)(3) Letter of Transmittal with respect to TFC Common
Shares.*
(a)(4) Notice of Guaranteed Delivery for ACC Preferred
Shares.*
(a)(5) Notice of Guaranteed Delivery for TFC Common Shares.*
(a)(6) Letter from IBJ Schroder Bank & Trust Company as
depositary agent for the Purchasers to brokers,
dealers, banks, trust companies and nominees.*
(a)(7) Letter to be sent by brokers, dealers, banks, trust
companies and nominees to their clients.*
(a)(8) IRS Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(9) Summary Advertisement, dated January 13, 1998.*
(a)(10) Supplement dated February 4, 1998, to the Offer to
Purchase.**
(a)(11) Amended Letter of Transmittal with respect to TFC
Common Shares.**
(a)(12) Amended letter from IBJ Schroder Bank & Trust Company
as depositary agent for the Purchasers to brokers,
dealers, banks, trust companies and nominees.**
(a)(13) Amended letter to be sent by brokers, dealers, banks,
trust companies and nominees to their clients.**
(a)(14) Press release dated February 6, 1998.+
(a)(15) Amended Supplement dated February 9, 1998, to the
Offer to Purchase.++
(a)(16) Press release dated February 9, 1998.++
(a)(17) Press release dated February 19, 1998.++
(a)(18) Press release dated February 27, 1998.
(b) None.
(c)(1) Filing Agreement dated January 12, 1998 between
Alliance Standard II L.L.C. and Alliance Standard II
Corp.*
(c)(2) Agreement dated December 1, 1997 between JL Advisors,
L.L.C. and Collectible Certificates, L.L.C.*
(d) None.
(e) Not applicable.
(f) None.
* Filed as an exhibit to the Original Statement.
** Filed as an exhibit to Amendment No. 1.
+ Filed as an exhibit to Amendment No. 2.
++ Filed as an exhibit to Amendment No. 3.
++ Filed as an exhibit to Amendment No. 4.
688812.3
15
FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212) 929-5239
ALLIANCE STANDARD II OFFERORS ANNOUNCE FINAL COUNT OF TENDERS
FOR COMMON STOCK OF TRANSCAPITAL
FINANCIAL CORP., NO PRORATION
New York, New York, February 27, 1998 -- Alliance Standard II L.L.C.
and Alliance Standard II Corp. announced today that they have completed the
review of tenders in response to their offer for the common stock of
TransCapital Financial Corp., and have concluded that an aggregate of
approximately 1,526,600 shares have been validly tendered. All valid tenders
will be accepted for payment, without proration.
According to the last periodic disclosures to the Securities and
Exchange Commission filed (in 1995) by TransCapital Financial Corp., there
are a total of approximately 9,806,324 shares of TransCapital Financial
common stock outstanding. The Alliance Standard II offerors therefore hold
approximately 15.6% of all outstanding shares of TransCapital Financial Corp.
# # #
688258.4
