-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dnia2FxhvNgZnkwfZtW94diz1hNbz4cA6V7uMPY7lXPrEzud2nFYg95RF9Vl6sJ7 yAHEHDnNcLwt2ZqzPQGBzA== 0001169232-03-004170.txt : 20030611 0001169232-03-004170.hdr.sgml : 20030611 20030611122950 ACCESSION NUMBER: 0001169232-03-004170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030610 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIENA HOLDINGS INC CENTRAL INDEX KEY: 0000060150 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 751043392 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06868 FILM NUMBER: 03740115 BUSINESS ADDRESS: STREET 1: 5068 WEST PLANO PARKWAY STREET 2: SUITE 300 CITY: PLANO STATE: TX ZIP: 75235 BUSINESS PHONE: 9723814255 MAIL ADDRESS: STREET 1: 5068 WEST PLANO PARKWAY STREET 2: SUITE 300 CITY: PLANO STATE: TX ZIP: 75235 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS & NETTLETON FINANCIAL CORP DATE OF NAME CHANGE: 19881030 8-K 1 d56038_8-k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT TO 1934 Date of Report (Date of Earliest Event Reported): June 10, 2003 SIENA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-6868 75-1043392 (Commission File Number) (IRS Employer Identification No.) 5068 West Plano Parkway, Suite 300, Plano, Texas 75093 (Address of principal executive offices) (Zip code) (972) 381-4255 (Registrant"s telephone number, including area code) Lomas Financial Corporation (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS. The Siena Holdings, Inc. today announced that its Board of Directors has unanimously approved a Reverse Stock Split of the Company's outstanding shares. The Reverse Stock Split is proposed to take the Company private, and is subject to approval by a majority of the Company's shareholders at a special meeting anticipated to be held in late July or early August 2003. Following the Reverse Stock Split, Chairman of the Board and CEO, John P.Kneafsey and Credit Suisse First Boston Corp. would be the only remaining shareholders of Siena Holdings, Inc. If the Reverse Stock Split is approved, each shareholder will receive one share of New Common Stock in exchange for every 500,000 shares of Existing Common Stock that they currently own. Each shareholder owning less than 500,000 shares of Existing Common Stock will receive for each share of Existing Common Stock cash in the amount of $1.28 plus a non-tradable Contractual Right to receive the residual proceeds from the Termination of the Management Agreement and the resulting liquidation of Siena Housing Management Corp. caused by the sale of the Treemont assisted care facility, which Siena Housing Management Corp. manages, provided that this termination of the Management Agreement occurs on or before December 31, 2003. It is presently estimated that the maximum distribution, if any, pursuant to the Contractual Right will be just under $1 million, or approximately $0.15 per share. Statements contained herein that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to statements regarding the Company's expectations, hopes, beliefs, intentions or strategies regarding the future. Actual results could differ materially from those projected in any forward-looking statements as a result of a number of factors. The forward-looking statements are made as of the date of this report and the Company undertakes no obligation to update or revise the forward-looking statements, or to update the reasons why actual results could differ materially from those projected in the forward-looking statements. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) None. (c) The following exhibit is furnished as part of this report: Exhibit 99.1 Press Release dated June 10, 2003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIENA HOLDINGS, INC. Date: June 10, 2003 By: /s/ W. Joseph Dryer ------------------------- W. Joseph Dryer President EX-99.1 3 d56038_ex99-1.txt NEWS RELEASE SIENA HOLDINGS, INC. EXHIBIT 99.1 News Release Siena Holdings, Inc. Approves Reverse Stock Split as Part of a "Going Private" Transaction DALLAS, TEXAS - - (BUSINESS WIRE) -- June 10, 2003. -- Siena Holdings, Inc. (OTCBB: SIEN) today announced that its Board of Directors has unanimously approved a Reverse Stock Split of the Company's outstanding shares. The Reverse Stock Split is proposed to take the Company private, and is subject to approval by a majority of the Company's shareholders at a special meeting anticipated to be held in late July or early August 2003. Following the Reverse Stock Split, Chairman of the Board and CEO, John P. Kneafsey and Credit Suisse First Boston Corp. would be the only remaining shareholders of Siena Holdings, Inc. If the Reverse Stock Split is approved, each shareholder will receive one share of New Common Stock in exchange for every 500,000 shares of Existing Common Stock that they currently own. Each shareholder owning less than 500,000 shares of Existing Common Stock will receive for each share of Existing Common Stock cash in the amount of $1.28 plus a non-tradable Contractual Right to receive the residual proceeds from the Termination of the Management Agreement and the resulting liquidation of Siena Housing Management Corp. caused by the sale of the Treemont assisted care facility, which Siena Housing Management Corp. manages, provided that this termination of the Management Agreement occurs on or before December 31, 2003. It is presently estimated that the maximum distribution, if any, pursuant to the Contractual Right will be just under $1 million, or approximately $0.15 per share. The $1.28 per share cash consideration represents a 22% premium over the $1.05 closing price for Siena's common stock on January 31, 2003, the last day of trading prior to Siena's announcement that it had established a Special Committee of its Board of Directors to explore a "going private" transaction by means of a reverse stock split. As previously disclosed, the Company's Board of Directors formed a Special Committee, consisting solely of outside independent directors, to explore this "going private" transaction. Charenton Advisors is the independent financial advisor, and provided its fairness opinion, to the Special Committee. The Reverse Stock Split was unanimously recommended to the Company's full Board of Directors by the Special Committee, and was then unanimously approved by the Board of Directors. The Board of Directors will recommend in the Company's proxy materials, to be filed soon, that all shareholders vote "FOR" the approval of the Reverse Stock Split. In the interest of providing the full benefit of the sale of the assisted care facility to Siena's shareholders, Siena will issue to its shareholders, as part of the transaction, the Contractual Right, which is a non-tradable right to receive on a fully-diluted, pro-rata basis the residual proceeds, if any, from the termination of the Management Agreement and the resulting liquidation of Siena Housing Management Corp. following the sale of the assisted care facility provided that this termination of the Management Agreement following the sale of the assisted care facility occurs on or before December 31, 2003. As publicly reported, Treemont has been negotiating and has recently reached an agreement to sell the operations of the assisted care facility, of which it is the owner. If that sale occurs, then the Management Agreement between Siena and Treemont will be terminated, and Siena will be entitled to received a portion of the sale proceeds pursuant to a negotiated formula. Siena, at this time, is in no position to assess the likelihood that the sale of the assisted care facility will, in fact, be consummated. The proposed sales agreement has certain significant due diligence, financing and insurance requirements. As a result of these significant requirements, there can be no assurance that the sale transaction will, in fact, close. As a result of the Reverse Stock Split, the Company will become a privately-held company. Accordingly, upon closing, the registration of the Company's common stock under the Securities Act of 1934, as amended, will terminate. Commenting on the Reverse Stock Split, Mr. Kneafsey stated he believes, " `going private' by means of a Reverse Stock Split is in the best interests of the Company and all of its shareholders. In today's business and regulatory environment, the costs and other burdens of being a public company far outweigh the benefits for a company the size of Siena Holdings. Also, this transaction will provide a significant premium over our current stock price and provides liquidity for our shareholders." Statements contained herein that are not purely historical are forward-looking statements within the meaning of Section 27A of Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including but not limited to statements regarding the Company's expectations, hopes, beliefs, intentions or strategies regarding the future. Actual results could differ materially from those projected in any forward-looking statements as a result of a number of factors. The forward-looking statements are made as of the date of this report and the Company undertakes no obligation to update or revise the forward-looking statements, or to update the reasons why actual results could differ materially from those projected in the forward-looking statements. Contact: Siena Holdings, Inc., W. Joseph Dryer, 972-381-4255. -----END PRIVACY-ENHANCED MESSAGE-----