Kaiser Group Holdings Inc - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
13 Dezember 2007 - 12:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 TRANSACTION
STATEMENT
(Under Section 13(e) of
the Securities Exchange Act of 1934)
(Amendment No. 2)
KAISER GROUP HOLDINGS, INC.
(Name of the Issuer)
KAISER GROUP HOLDINGS, INC.
(Names of Person Filing Statement)
Common Stock, $0.01 par value
(Title of Class of Securities)
483059 101
(CUSIP Number of Class of Securities)
Douglas W.
McMinn
President
and Chief Executive Officer
KAISER GROUP HOLDINGS, INC.
9300 Lee Highway
Fairfax, Virginia 22031-1207
(703) 934-3413
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
With copies to:
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Dennis J. Friedman, Esq.
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James J. Moloney, Esq.
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Gibson, Dunn & Crutcher LLP
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Gibson, Dunn & Crutcher LLP
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200 Park Avenue, 47
th
Floor
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3161 Michelson Drive
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New York, NY 10166-0193
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Irvine, CA 92612-4412
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This statement is filed in
connection with (check the appropriate box):
a.
o
The
filing of solicitation materials or an information statement subject to
Regulation 14A (17 CFR 240.14a-1 to 240.14b-2), Regulation 14C (17
CFR 240.14c-1 to 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under
the Securities Exchange Act of 1934.
b.
o
The
filing of a registration statement under the Securities Act of 1933.
c.
x
A
tender offer.
d.
o
None
of the above.
Check the following box if the
soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
o
Check the following box if the
filing is a final amendment reporting the results of the transaction:
o
CALCULATION OF FILING FEE
Transaction valuation(1):
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Amount of filing fee:
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$489,227
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$15.02
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(1) Calculated solely for purposes of
determining the filing fee, based on the odd-lot tender offer price of $29.80
per share for the eligible shares of common stock, multiplied by 16,417, the
estimated maximum number of shares to be purchased in the offer.
x
Check
the 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: $15.02
Form or Registration
No.: Schedule 13E-3 (File No. 005-41027)
Filing Party: KAISER GROUP HOLDINGS, INC.
Date Filed: October 25, 2007
Introduction
This Amendment No. 2
to Rule 13e-3 Transaction Statement on Schedule 13E-3 amends the Schedule
13E-3 filed with the Securities and Exchange Commission (the Commission) on October 25,
2007 by Kaiser Group Holdings, Inc., a Delaware corporation (the Company),
as amended by Amendment No. 1, (the Amendment) filed on November 30,
2007, in connection with its offer to purchase for cash all shares of its
common stock, $0.01 par value per share (the Common Stock), held by
stockholders who owned of record or beneficially fewer than 100 shares as of
the close of business on October 22, 2007 and who continue to hold such
shares through the expiration of the offer, at a price of $29.80 per share,
pursuant to the offer to purchase dated October 25, 2007 (as amended by
the Amendment, the Offer to Purchase) and the related acceptance card (as
amended by the Amendment, the Card).
Except as otherwise noted below, no changes have been made to the
responses to the original Schedule 13E-3.
Items 1 through 15
of the Schedule 13E-3, which incorporate by reference the information contained
in the Offer to Purchase and the Card, are hereby amended as follows:
1.
The expiration date of the offer, which
initially was established to be 5:00 p.m. New York City time on Friday, November 30,
2007, and which was subsequently extended to 5:00 p.m. New York City time on
Wednesday, December 12, 2007, has been extended to 5:00 p.m. New York City
time on Wednesday, January 9, 2008. The expiration date of the offer may
be further extended or may be earlier terminated. The Offer to Purchase and the
Card, as well as all other correspondence accompanying the Offer to Purchase
and the Card, are hereby amended to replace all references to 5:00 p.m.
New York City time on Wednesday, December 12, 2007, with 5:00 p.m. New
York City time, on Wednesday, January 9, 2008. As of December 10, 2007, the Company has
received tenders of approximately 5,722 shares of common stock from
approximately 398 record and beneficial holders eligible to participate in the
Offer.
2. The information for
the fourth quarter of fiscal 2007 under the caption "8. Price Range of
Shares; Dividends" on page 29 of the Offer to Purchase is hereby amended
to replace "through November 29, 2007" with "through December
12, 2007".
3. The table following
the third paragraph under the caption 10.
Certain Information Concerning Us on page 30 of the Offer to Purchase
is hereby amended to read as follows:
SEC FILINGS
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PERIOD OR DATE FILED
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Annual Report of Form 10-K
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Year ended December 31,
2006
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Quarterly Reports on Form
10-Q
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Quarters
ended March 31, 2007, June 30, 2007 and September 30, 2007
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Current Reports on Form
8-K
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Filed
on February 2, 2007, April 12, 2007, May 29, 2007, June 15, 2007, November 5,
2007, November 30, 2007 and December 13, 2007
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Proxy Statement
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Filed on September 26,
2007
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Item 16. Exhibits.
(a)(1)(i)
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Offer to Purchase for Cash dated October 25, 2007.*
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(a)(1)(ii)
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Form of Acceptance Card with letter to odd-lot record holders.*
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(a)(1)(iii)
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Form of Acceptance Card with letter to odd-lot holders of
unexchanged Old Kaiser shares.*
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(a)(1)(iv)
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Form of letter to odd-lot beneficial holders.*
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(a)(1)(v)
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Form of letter to holders ineligible to participate.*
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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* Previously filed.
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.
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KAISER GROUP HOLDINGS,
INC.
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By:
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/s/ Douglas W. McMinn
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Name:
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Douglas W. McMinn
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Title:
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President and Chief Executive Officer
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Date:
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December 13, 2007
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EXHIBIT
INDEX
Exhibit
Number
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Description
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(a)(1)(i)
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Offer to Purchase for Cash
dated October 25, 2007.
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*
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(a)(1)(ii)
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Form of Acceptance
Card with letter to odd-lot record holders.*
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(a)(1)(iii)
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Form of Acceptance
Card with letter to odd-lot holders of unexchanged Old Kaiser shares.*
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(a)(1)(iv)
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Form of letter to
odd-lot beneficial holders.*
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(a)(1)(v)
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Form of letter to
holders ineligible to participate.*
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* Previously filed.
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