Kaiser Group Holdings Inc - Amended Statement of Ownership: Private Transaction (SC 13E3/A)
11 Januar 2008 - 7:41PM
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. 5)
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:
|
Dennis J.
Friedman, Esq.
Gibson,
Dunn & Crutcher LLP
200 Park
Avenue
47
th
Floor
New York,
NY 10166-0193
|
|
James J.
Moloney, Esq.
Gibson,
Dunn & Crutcher LLP
3161
Michelson Drive
Irvine,
CA 92612-4412
|
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:
x
CALCULATION
OF FILING FEE
Transaction
valuation(1):
|
|
Amount of
filing fee:
|
$489,227
|
|
$15.02
|
(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
2
Introduction
This Amendment No. 5 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, as amended by Amendment No. 1 filed on November 30, 2007,
Amendment No. 2 filed on December 13, 2007, Amendment No. 3
filed on December 21, 2007 and Amendment No. 4 filed on January 4,
2008 (the Previous Amendments), by Kaiser Group Holdings, Inc., a
Delaware corporation (the Company) 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 Previous Amendments, the Offer to Purchase) and the
related acceptance card (as amended by the Previous Amendments, the Card).
This Amendment No. 5
is intended to satisfy the reporting requirements of Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended, which requires a final
amendment to the Schedule 13E-3 to be filed to report the results of the offer
to purchase. Except as otherwise noted
below, no changes have been made to the responses to the original Schedule
13E-3, as amended by the Previous Amendments.
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 offer expired at 5:00 p.m., New
York City time, on January 9, 2008. Based on the final count by
Computershare Trust Company, N.A., the depositary and paying agent for the
offer (Computershare), 6,082 shares of Common Stock from 406 record and
beneficial holders eligible to participate in the offer were properly
tendered. The Company has accepted for
purchase all of the shares properly tendered at a purchase price of $29.80 per
share for each share tendered, for an aggregate purchase price of $181,243.60.
Computershare, as
paying agent for the offer, will promptly issue payment for the shares validly
tendered and accepted for purchase under the offer.
The number of
shares accepted for purchase by the Company in the offer represents 0.34% of
its currently-outstanding shares. The
offer has resulted in a reduction of the Companys stockholders of record to
fewer than 300. Consequently, the
Company is eligible to terminate the registration of its Common Stock under the
Securities Exchange Act of 1934, as amended, so long as the number of
stockholders of record of the Common Stock remains below 300. If the Company terminates registration of the
Common Stock, the Company will cease to be subject to SEC Reporting
Obligations. If the Company does not
terminate registration of the Common Stock, the Company will continue to remain
subject to SEC Reporting Obligations. At
this time, the Company is continuing to assess whether or not to terminate the
registration of the Common Stock.
2.
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
|
|
PERIOD
OR DATE FILED
|
Annual Report of
Form 10-K
|
|
Year ended
December 31, 2006
|
Quarterly
Reports on Form 10-Q
|
|
Quarters ended
March 31, 2007, June 30, 2007 and September 30, 2007
|
Current Reports
on Form 8-K
|
|
Filed on
February 2, 2007, April 12, 2007, May 29, 2007, June 15,
2007, November 5, 2007, November 30, 2007, December 13, 2007,
December 21, 2007, January 4, 2008 and January 11, 2008
|
Proxy Statement
|
|
Filed on
September 26, 2007
|
3
Item 16. Exhibits.
|
(a)(1)(i)
|
Offer to Purchase for Cash dated October 25, 2007.*
|
|
|
|
|
(a)(1)(ii)
|
Form of Acceptance Card with letter to odd-lot record holders.*
|
|
|
|
|
(a)(1)(iii)
|
Form of Acceptance Card with letter to odd-lot holders of
unexchanged Old Kaiser shares.*
|
|
|
|
|
(a)(1)(iv)
|
Form of letter to odd-lot beneficial holders.*
|
|
|
|
|
(a)(1)(v)
|
Form of letter to holders ineligible to participate.*
|
|
|
|
|
(b)
|
Not applicable.
|
|
|
|
|
(c)
|
Not applicable.
|
|
|
|
|
(d)
|
Not applicable.
|
|
|
|
|
(f)
|
Not applicable.
|
|
|
|
|
(g)
|
Not applicable.
|
* Previously filed.
4
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.
|
KAISER GROUP HOLDINGS, INC.
|
|
By:
|
/s/ Douglas W. McMinn
|
|
|
Name:
|
Douglas W. McMinn
|
|
Title:
|
President and Chief Executive Officer
|
|
Date:
|
January 11, 2008
|
5
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
(a)(1)(i)
|
|
Offer to Purchase for Cash dated October 25, 2007.*
|
(a)(1)(ii)
|
|
Form of Acceptance Card with letter to odd-lot record holders.*
|
(a)(1)(iii)
|
|
Form of Acceptance Card with letter to odd-lot holders of
unexchanged Old Kaiser shares.*
|
(a)(1)(iv)
|
|
Form of letter to odd-lot beneficial holders.*
|
(a)(1)(v)
|
|
Form of letter to holders ineligible to participate.*
|
|
|
|
* Previously filed.
6
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