-----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, WSIUP+RoL0xpPJNZtf5WufG7J6kvQ2WoIS4QkJkK80Wp2U7p+NL3ToA7RAzhBMFv zhFmjEBGwHRKAY691WxWJQ== 0001169232-03-005897.txt : 20031001 0001169232-03-005897.hdr.sgml : 20031001 20031001111728 ACCESSION NUMBER: 0001169232-03-005897 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031001 SUBJECT COMPANY: 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: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-14284 FILM NUMBER: 03919410 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNEAFSEY JOHN P CENTRAL INDEX KEY: 0001068616 FILING VALUES: FORM TYPE: SC 13E3 BUSINESS ADDRESS: STREET 1: PATHFINDER ADVISORY SERVICES INC STREET 2: 9515 DEERECO DR STE 903 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 4104530400 MAIL ADDRESS: STREET 1: PATHFINDER ADVISORY SERVICES INC STREET 2: 9515 DEERECO DR STE 903 CITY: TIMONIUM STATE: MD ZIP: 21093 SC 13E3 1 d57050_sc13e3.txt SIENA HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Siena Holdings, Inc. (Name of Issuer) John P. Kneafsey (Names of Person(s) Filing Statement) Common Stock, $0.10 par value (Title of Class of Securities) 826 203 101 (CUSIP Number of Class of Securities) John P. Kneafsey c/o W. Joseph Dryer President Siena Holdings, Inc. 5068 W. Plano Parkway, Suite 300 Plano, TX 75093 (972) 381-4255 Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy To: Kevin M. O'Connell, Esq. O'Connell & Co./Hong Kong & Washington DC 818 Connecticut Avenue N. W. Washington, DC 20006 (202) 296-0350 This statement is filed in connection with (check the appropriate box): a |X| 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. b |_| The filing of a registration statement under the Securities Act of 1933. c |_| A tender offer. d |_| None of the above. 1 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: |_| Calculation of Filing Fee Transaction valuation* Amount of filing fee** $3,525,000.00 $705.00 |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: $1,500.00 Filing Party: Siena Holdings, Inc. Form or Registration No.: 0000060150 Date Filed: 2 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Item 1. Summary Term Sheet The Information set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET" is incorporated herein by reference. Item 2. Subject Company Information (a) Name and Address The information set forth in the "Notice of Special Meeting of Shareholders" of the Proxy Statement is incorporated herein by reference. (b) Securities The information set forth in the Proxy Statement under the caption "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Voting Procedures and Revocability of Proxies" is incorporated herein by reference. (c) Trading Market and Price The information set forth in the Proxy Statement under the caption "INFORMATION ABOUT SIENA HOLDINGS, INC -- Price Range Common Stock and Dividends" is incorporated herein by reference. (d) Dividends The information set forth in the Proxy Statement under the caption "INFORMATION ABOUT SIENA HOLDINGS, INC. -- Price Range of Common Stock and Dividends" is incorporated herein by reference. (e) Prior Public Offerings The Company has made no underwritten public offering of the subject securities for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration under Regulation A (Rules 251 through 263 of the Securities Act of 1933, as amended). (f) Prior Stock Purchases The Company has not purchased any subject securities during the past two years. Item 3. Identity and Background of Filing Person The filing person is John P. Kneafsey. The subject company is Siena Holdings, Inc. Information regarding the persons specified in Instruction C to the Schedule is incorporated herein by reference to the Proxy Statement under the caption "INFORMATION ABOUT Siena Holdings, Inc. -- Current Directors and Executive Officers." 3 Item 4. Terms of the Transaction (a) Material Terms The information set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET" is incorporated herein by reference. (c) Different Terms None. (d) Appraisal Rights The information set forth in the Proxy Statement under the caption "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Appraisal Rights is incorporated herein by reference. (e) Provisions For Unaffiliated Security Holders The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is incorporated herein by reference. (f) Eligibility For Listing or Trading The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Certain Effects of Reverse Stock Split and the Reduction in Authorized Common Stock on the Company's Shareholders" is incorporated herein by reference. Item 5. Past Contacts, Transactions, Negotiations and Agreements (a) Transactions Not applicable. (b) Significant Corporate Events Not applicable. (c) Negotiations or Contacts Not applicable. (e) Agreements Regarding the Subject Company's Securities Not applicable. Item 6. Purposes of the Transaction and Plans or Proposals (a) Use of Securities Acquired The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Certain Effects of the Reverse Stock Split and the Reduction in Authorized Common Stock on the Company's Shareholders" is herein incorporated by reference. 4 (b) (1) - (8) Plans The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET" and "SPECIAL FACTORS" and "PROPOSAL NO. 1 REVERSE STOCK SPLIT" is herein incorporated by reference. Item 7. Purposes, Alternatives, Reasons and Effects in a Going Private Transaction (a) Purposes The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET" and "SPECIAL FACTORS -- Purpose and Reasons for the Reverse Stock Split" is herein incorporated by reference. (b) Alternatives The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Alternatives Considered by the Board of Directors" is herein incorporated by reference. (c) Reasons The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Purpose and Reasons for the Reverse Stock Split" is herein incorporated by reference. (d) Effects The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET" and "SPECIAL FACTORS -- Certain Effects of Reverse Stock Split and the Reduction in Authorized Common Stock on the Company's Shareholders" and "SPECIAL FACTORS -- Federal Income Tax Consequences" is herein incorporated by reference. Item 8. Fairness of the Going Private Transaction (a) Fairness The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is herein incorporated by reference. (b) Factors Considered in Determining Fairness The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" and "SPECIAL FACTORS -- Alternatives Considered by the Board of Directors" is herein incorporated by reference. (c) Approval of Security Holders The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" and "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Vote Required" is herein incorporated by reference. 5 (d) Unaffiliated Representative The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is incorporated herein by reference. (e) Approval of Directors The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" and "SPECIAL FACTORS -- Background" is herein incorporated by reference. (f) Other Offers The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Alternatives Considered by the Board of Directors" is herein incorporated by reference. Item 9. Reports, Opinions, Appraisals and Negotiations (a) - (c) The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Opinion of Charenton Advisors" is incorporated herein by reference. Item 10. Source and Amount of Funds or Other Consideration (a) Source of Funds The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Certain Effects of the Reverse Stock Split and the Reduction in Authorized Common Stock on the Company's Shareholders" is incorporated herein by reference. (b) Conditions Not applicable. (c) Expenses The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Certain Effects of the Reverse Stock Split and the Reduction in Authorized Common Stock on the Company's Shareholders" is incorporated herein by reference. (d) Borrowed Funds Not applicable. Item 11. Interest in Securities of the Subject Company (a) Securities Ownership The information set forth in the Proxy Statement under the caption "INFORMATION ABOUT SIENA HOLDINGS, INC. -- Ownership of Voting Securities of the Company" is incorporated herein by reference. 6 (b) Securities Transactions Item 12. The Solicitation or Recommendation (d) Intent to Tender or Vote in a Going-Private Transaction The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is incorporated herein by reference. (e) Recommendations of Others The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is incorporated herein by reference. Item 13. Financial Statements (a) The financial information in the Company's Annual Report on Form 10-K for the year ended June 30, 2002 and the Company's Form 10-Q for the quarter ended March 31, 2003 are incorporated herein by reference. (b) Pro Forma Information The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS -- Certain Effects of Reverse Stock Split and the Reduction in Authorized Common Stock on the Company's Shareholders" is herein incorporated by reference. Item 14. Persons/Assets Retained, Employed, Compensated or Used The information set forth in the Proxy Statement under the caption "INFORMATION ABOUT SIENA HOLDINGS, INC. -- Persons Making the Solicitation" is incorporated herein by reference. Item 15. Additional Information The information contained in the Proxy Statement, including any appendices or exhibits thereto, is incorporated herein by reference. Item 16. Exhibits. (a)(1) The Definitive Proxy Statement, including all appendices thereto (filed electronically by EDGAR with the Securities and Exchange Commission on September 30, 2003) is incorporated herein by reference. (c)(1) The Opinion of Charenton Advisors, including all Exhibits thereto (filed as Appendix B to the Definitive Proxy Statement filed electronically by EDGAR with the Securities and Exchange Commission on September 30, 2003) is incorporated herein by reference. 7 SIGNATURE 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. Date: September 30, 2003 John P. Kneafsey Chief Executive Officer Siena Holdings, Inc. 8 -----END PRIVACY-ENHANCED MESSAGE-----