-----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, OzJkO3KSwW9sj25doqjN/ovnPr97xDzM2dIlDGMfI2GGvVaZnOGvqSlM3Iexm9Uh hg4tZV8q2eSRF6Ohk+j61A== 0001169232-03-006462.txt : 20031110 0001169232-03-006462.hdr.sgml : 20031110 20031110165738 ACCESSION NUMBER: 0001169232-03-006462 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031110 GROUP MEMBERS: JOHN P. KNEAFSEY 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14284 FILM NUMBER: 03989009 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: 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/A 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 SC 13E3/A 1 d57368_sc13e3-a.txt AMENDMENT NO. 2 TO SC13E3 SIENA HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 RULE 13e-3 AMENDMENT NO. 2 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Siena Holdings, Inc. (Name of Issuer) Siena Holdings, Inc. John P. Kneafsey (Names of Persons Filing Statement) Common Stock, $0.10 par value (Title of Class of Securities) 826 203 101 (CUSIP Number of Class of Securities) 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 INTRODUCTION This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed jointly by Siena Holdings, Inc. (Siena) and by John P. Kneafsey, Siena's Chairman of the Board and Chief Executive Officer. The purpose of the Amendment No. 2 to Schedule 13E-3 is to report that the Reverse Stock Split and related Amendment were approved by the shareholders of Siena at a Special Meeting of shareholders of Siena held on November 10, 2003. As a result of the Reverse Stock Split, shareholder will receive one share of New Common Stock in exchange for every 500,000 shares of Existing Common Stock that they currently own. Since no new certificates representing fractional shares will be issued, each shareholder owning less than 500,000 shares of Existing Common Stock, or who would otherwise receive fractional shares as a result of the Reverse Stock Split, will receive in exchange for each share of Existing Common Stock cash in the amount of $1.41 per share. The Reverse Stock Split and related cash purchase by the Company of fractional shares resulting from the Reverse Stock Split is proposed to take the Company private. As a result of this transaction, the shares of Siena Holdings, Inc. will be delisted from and will no longer trade on the OTC Bulletin Board and will be deregistered with the Securities and Exchange Commission. The following responses and cross-references are being supplied pursuant to General Instruction F to Schedule 13E-3 and show the locations in the Proxy Statement where information required to be disclosed herein may be located. The information set forth in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference in its entirety and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto. 3 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. Identities and Backgrounds of Filing Persons The filing person is Siena Holdings, Inc. 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." 4 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. The foregoing is hereby supplemented by the following information: At the Special Meeting, the Reverse Stock Split and the related Amendment were approved by the shareholders of Existing Common Stock, in person or by proxy, representing 5,401,102 shares of Existing Common Stock, which was approximately 90% of the votes entitled to be cast by the holders of issued and outstanding shares of the Existing Common Stock as of the record date of the Special Meeting. (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. 5 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. (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 6 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. The foregoing is hereby supplemented by the following information: At the Special Meeting, the Reverse Stock Split and the related Amendment were approved by the shareholders of Existing Common Stock, in person or by proxy, representing 5,401,102 shares of Existing Common Stock, which was approximately 90% of the votes entitled to be cast by the holders of issued and outstanding shares of the Existing Common Stock as of the record date of the Special Meeting. (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 -- Opinionof 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. 7 (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. (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. 8 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. (a)(2) Press Release dated September 4, 2003 (filed on Form 8K filed electronically by EDGAR with the Securities and Exchange Commission on September 4, 2003) is incorporated herein by reference. (a)(3) Current Report dated October 1, 2003 filed on Form 8K filed electronically by EDGAR with the Securities and Exchange Commission on October 1, 2003) is incorporated herein by reference. (a)(4) Press Release dated November 10, 2003 (filed on Form 13E-3 filed electronically by EDGAR with the Securities and Exchange Commission on November 10, 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. 9 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: November 10, 2003 SIENA HOLDINGS, INC. By: /s/ W. Joseph Dryer W. Joseph Dryer President of Siena Holdings, Inc. 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: November 10, 2003 /s/ John P. Kneafsey John P. Kneafsey 10 EX-99.1 3 d57368_ex99-1.txt PRESS RELEASE DATED NOVEMBER 10, 2003 EXHIBIT 99.1 Press Release dated November 10, 2003 Siena Holdings, Inc. Shareholders Approve Reverse Stock Split and Siena Holdings, Inc. Completes Going Private Transaction DALLAS - (BUSINESS WIRE) - November 10, 2003. -- Siena Holdings, Inc. (OTCBB: SIEN - News) today announced that its shareholders, voting at a Special Meeting of Shareholders held on November 10, 2003, approved the Company's previously announced Reverse Stock Split and related Amendment to the Company's Certificate of Incorporation. Of the total 6,000,000 shares of Existing Common Stock issued and outstanding, 5,717,319 shares were voted, in person or by proxy, and approximately 5,401,102 shares or 94.5% of the total number of shares cast were voted in favor of the Reverse Stock Split and related Amendment. The Reverse Stock Split and related cash purchase by the Company will result in the Company going private. As a result of the Reverse Stock Split, shareholders will, as previously announced, receive one share of New Common Stock in exchange for every 500,000 shares of Existing Common Stock that they currently own. Since no new certificates representing fractional shares will be issued, each shareholder owning less than 500,000 shares of Existing Common Stock, or who would otherwise receive fractional shares as a result of the Reverse Stock Split, will receive in exchange for each share of Existing Common Stock cash in the amount of $1.41 per share. The $1.41 per share cash consideration represents a 34% premium over the $1.05 per share 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, and a 85% premium over the twelve-month low of $.76 per share. The Company filed an Amendment to its Certificate of Incorporation with the Delaware Secretary of State on November 10, 2003 to consummate the transaction. As a result of this transaction, the shares of Siena Holdings, Inc. will no longer be traded on the OTC Bulletin Board or be registered with the Securities and Exchange Commission. 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. Contact: Siena Holdings, Inc., Dallas W. Joseph Dryer, 972/381-4255 -----END PRIVACY-ENHANCED MESSAGE-----