UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
SCHEDULE
13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
ALTRUST FINANCIAL
SERVICES, INC.
(Name of the Issuer)
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Altrust Financial Services, Inc.
J.
Robin Cummings
G. Whit Drake
N. Jasper Estes
Cecil Alan Walker
Terry Neal Walker
Timothy Dudley Walker
Brian C. Witcher
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Holly Pond Corp.
Candice Nail
Hooten
Raymond ONeal Lindsey
Lionel James
Powell
Morris Steven Stanford
Kenneth Howard
Weldon
John Edwin Whitley
Debra Brown Goble
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Altrust Financial Services, Inc. Savings & ESOP Trust
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(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
02209W104
(CUSIP
Number of Class of Securities)
J. Robin Cummings
President and Chief Executive Officer
Altrust Financial Services, Inc.
811 2nd Avenue S.W.
Cullman, Alabama
35055-4222
(256) 737-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Person(s)
Filing Statement)
Copies to
:
Ralph F. MacDonald, III, Esq.
Jones Day
1420 Peachtree Street, N.E.
Suite
1400
Atlanta, Georgia 30309
(404) 521-3939
This statement is filed in connection with (check the appropriate box):
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þ
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a.
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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.
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¨
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b.
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The filing of a registration statement under the Securities Act of 1933.
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¨
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
¨
Check the following box if the filing is a final amendment reporting the results
of the transaction:
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Calculation of Filing Fee
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Transaction Valuation*
$11,361,144
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Amount of Filing Fee**
$348
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*
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Calculated solely for purposes of determining the filing fee. The transaction value was determined based upon the sum of
(a) the product of the per share merger
consideration of $17.25 and 658,617 (which represents the total number of shares of the registrants common stock expected to be exchanged for the per share merger consideration at the effective time).
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**
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The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the Total Consideration by 0.0003070.
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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.
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Amount previously paid: $348
Form or registration statement no.: Schedule 14A
Filing Party: Altrust Financial Services, Inc.
Date Filed: November 13, 2007
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INTRODUCTION
This Amendment No. 4 (this Final Amendment) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Transaction Statement) first filed on November 14, 2007, and as amended by Amendment
No. 1 filed on December 11, 2007, Amendment No. 2 filed on January 10, 2008, and Amendment No. 3 filed on January 16, 2008, is being filed by (1) Altrust Financial Services, Inc., an Alabama corporation (Altrust), the issuer of the
common stock that is subject to the Rule 13e-3 transaction described herein, (2) Holly Pond Corp., an Alabama corporation and wholly owned subsidiary of Altrust that was formed solely to facilitate the reorganization (Merger
Sub), (3) Altrust Financial Services, Inc. Savings & ESOP Trust, (4) J. Robin Cummings, (5) G. Whit Drake, (6) N. Jasper Estes, (7) Cecil Alan Walker, (8) Terry Neal Walker, (9) Timothy Dudley Walker,
(10) Brian C. Witcher, (11) Debra Brown Goble, (12) Candice Nail Hooten, (13) Raymond ONeal Lindsey, (14) Lionel James Powell, (15) Morris Steven Stanford, (16) Kenneth Howard Weldon, and (17) John Edwin
Whitley (collectively, the Filing Persons), although each Filing Person expressly disclaims any obligation to file this Transaction Statement.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.
Item 15. Additional Information
Regulation M-A
Item 1011
Item 1011(b) is hereby amended and supplemented as follows:
On February 12, 2008, at a special meeting of Altrusts stockholders, Altrusts stockholders voted to approve the merger of the Merger Sub with
and into Altrust (the Merger) as contemplated by the Agreement and Plan of Reorganization, dated as of November 13, 2007, by and between Altrust and the Merger Sub, as amended by Amendment No. 1, dated as of January 8, 2008
(collectively, the Plan of Reorganization).
On March 7, 2008, Altrust filed Articles of Merger with the Secretary of
State of the State of Alabama, pursuant to which the Merger Sub was merged with and into Altrust, with Altrust continuing as the surviving entity. At the effective time of the Merger, (i) each share of Altrust common stock held by persons who
were not Eligible Shareholders (as such term is defined in the Plan of Reorganization), was exchanged into the right to receive $17.25 in cash, without interest, (ii) all shares of Altrust common stock held by Altrust or any direct or indirect
wholly-owned subsidiary of Altrust (other than shares held in a fiduciary or custodial capacity or as a result of debts previously contracted) were automatically cancelled, (iii) all shares of Altrust common stock held by persons who were
Eligible Shareholders remained issued and outstanding, (iv) all shares of Merger Sub common stock were automatically cancelled, and (v) the separate corporate existence of the Merger Sub ceased.
As a result of the Merger, Altrust common stock became eligible for termination of registration pursuant to Rule 12g-4 promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act). Accordingly, Altrust will file a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission to deregister its common stock under the
Exchange Act.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated March 12, 2008
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ALTRUST FINANCIAL SERVICES, INC.
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By:
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/s/ J. Robin Cummings
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Name:
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J. Robin Cummings
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Title:
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President and Chief Executive Officer
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HOLLY POND CORPORATION
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By:
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/s/ J. Robin Cummings
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Name:
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J. Robin Cummings
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Title:
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President and Chief Executive Officer
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ALTRUST FINANCIAL SERVICES, INC.
SAVINGS &
ESOP TRUST
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By:
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/s/ J. Robin Cummings
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Name:
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J. Robin Cummings
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Title:
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Trustee
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By:
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/s/ Brian C. Witcher
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Name:
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Brian C. Witcher
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Title:
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Trustee
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By:
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/s/ Michael D. Babb
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Name:
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Michael D. Babb
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Title:
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Trustee
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J. ROBIN CUMMINGS
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/s/ J. Robin Cummings
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J. Robin Cummings
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G. WHIT DRAKE
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/s/ G. Whit Drake
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G. Whit Drake
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N. JASPER ESTES
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/s/ N. Jasper Estes
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N. Jasper Estes
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CECIL ALAN WALKER
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/s/ Cecil Alan Walker
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Cecil Alan Walker
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TERRY NEAL WALKER
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/s/ Terry Neal Walker
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Terry Neal Walker
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TIMOTHY DUDLEY WALKER
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/s/ Timothy Dudley Walker
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Timothy Dudley Walker
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BRIAN C. WITCHER
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/s/ Brian C. Witcher
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Brian C. Witcher
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DEBRA BROWN GOBLE
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/s/ Debra Brown Goble
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Debra Brown Goble
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CANDICE NAIL HOOTEN
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/s/ Candice Nail Hooten
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Candice Nail Hooten
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RAYMOND ONEAL LINDSEY
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/s/ Raymond ONeal Lindsey
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Raymond ONeal Lindsey
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LIONEL JAMES POWELL
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/s/ Lionel James Powell
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Lionel James Powell
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MORRIS STEVEN STANFORD
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/s/ Morris Steven Stanford
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Morris Steven Stanford
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KENNETH HOWARD WELDON
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/s/ Kenneth Howard Weldon
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Kenneth Howard Weldon
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JOHN EDWIN WHITLEY
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/s/ John Edwin Whitley
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John Edwin Whitley
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EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(1)
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Definitive Proxy Statement of Altrust Financial Services, Inc. (incorporated by reference to the Definitive Proxy Statement Altrust Financial Services, Inc. filed with the Securities and
Exchange Commission (the SEC) on January 16, 2008).
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(c)(1)
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Opinion of FTN Midwest Securities Corp. to Altrusts Board of Directors, dated October 16, 2007 (included as Annex E of the Definitive Proxy Statement filed with the SEC on
January 16, 2008).
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(c)(2)
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Opinion of FIG Partners, LLC to Altrusts Board of Directors, dated October 17, 2007 (included as Annex F of the Definitive Proxy Statement filed with the SEC on January 16,
2008).
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(c)(3)
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Opinion of Mercer Capital Management, Inc. to Altrusts Board of Directors, dated October 22, 2007 (included as Annex G of the Definitive Proxy Statement filed with the SEC on
January 16, 2008).
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(c)(4)
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Materials of FTN Midwest Securities Corp. presented to Altrusts Board of Directors.*
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(c)(5)
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Materials of FIG Partners, LLC presented to Altrusts Board of Directors.*
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(c)(6)
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Materials of Mercer Capital Management, Inc. presented to Altrusts Board of Directors.*
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(d)(1)
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Agreement and Plan of Reorganization, dated as of November 13, 2007, by and between Altrust Financial Services, Inc., and Holly Pond Corporation (included as Annex A of the Definitive Proxy
Statement filed with the SEC on January 16, 2008).
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(d)(2)
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Amendment No. 1 to Agreement and Plan of Reorganization, dated as of January 8, 2008, by and between Altrust Financial Services, Inc. and Holly Pond Corp. (included as Annex A of the
Definitive Proxy Statement filed with the SEC on January 16, 2008).
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(f)
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Article 13 of the Alabama Business Corporation Act (included as Annex D of the Definitive Proxy Statement filed with the SEC on January 16, 2008).
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* Previously filed on November 13, 2007.
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