-----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, Mb3OFdVT4CsCY2YjPcsFtKDgP0imJ5fAcfVY9Opx32hnvhE8Gvs0jG+pL6eDEDnP mHGa6HyfRTXzQD7uchLtGw== 0001144204-07-050329.txt : 20070920 0001144204-07-050329.hdr.sgml : 20070920 20070920141515 ACCESSION NUMBER: 0001144204-07-050329 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070920 DATE AS OF CHANGE: 20070920 GROUP MEMBERS: AVP ACQUISITION CORP GROUP MEMBERS: AVP HOLDINGS, INC. GROUP MEMBERS: LEONARD ARMATO GROUP MEMBERS: SHAMROCK CAPITAL GROWTH FUND II, L.P. GROUP MEMBERS: SHAMROCK CAPITAL PARTNERS II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVP INC CENTRAL INDEX KEY: 0000930817 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 980142664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79737 FILM NUMBER: 071126734 BUSINESS ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 310-426-8000 MAIL ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: OTHNET INC DATE OF NAME CHANGE: 20010502 FORMER COMPANY: FORMER CONFORMED NAME: PL BRANDS INC DATE OF NAME CHANGE: 19941003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVP INC CENTRAL INDEX KEY: 0000930817 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 980142664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 310-426-8000 MAIL ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: OTHNET INC DATE OF NAME CHANGE: 20010502 FORMER COMPANY: FORMER CONFORMED NAME: PL BRANDS INC DATE OF NAME CHANGE: 19941003 SC 13E3/A 1 v079884_13e3a.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13E-3
Amendment No. 2
 
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
 
AVP, INC. 
(Name of the Issuer)
 
AVP, INC.
LEONARD ARMATO
AVP HOLDINGS, INC.
AVP ACQUISITION CORP.
SHAMROCK CAPITAL GROWTH FUND II, L.P.
SHAMROCK CAPITAL PARTNERS II, LLC
(Names of Person(s) Filing Statement)
 
Common Stock, par value $0.001 per share 
(Title of Class of Securities)
 
0241A205
(CUSIP Number of Class of Securities)

Leonard Armato
AVP, Inc.
6100 Center Drive
Suite 900
Los Angeles, CA 90045
(310) 426-8000
Robert F. Perille
c/o Shamrock
Capital Advisors
4444 Lakeside Drive
Burbank, CA 91505
(818) 845-4444
 

 
(Name, Address, and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

Kenneth Benbassat
Loeb & Loeb LLP
10100 Santa Monica Blvd.
Suite 200
Los Angeles, CA 90067
(310) 282-2340
David C. Fischer
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4827
John A. Weissenbach
Damon R. Fisher
Kirkland & Ellis LLP
777 South Figueroa Street
Los Angeles, CA 90017
(213) 680-8400
Robert L. Kahan LLP
Dreier Stein & Kahan
The Water Garden
1620 26th Street
Sixth Floor North Tower
Santa Monica, CA 90404
(310) 828-9050
 
This statement is filed in connection with (check the appropriate box):
 
x
a.
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.
o  b.  The filing of a registration statement under the Securities Act of 1933. 
o  c.  A tender offer. 
o  d.  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:
  
Amount of filing fee:
  
 
x  Check the box if any part of the fee is offset as provided by Exchange Act 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:  $7,200.00 
Form or Registration No.:  Schedule 14A 
Filing Party:  AVP, Inc. 
Date Filed: July 3, 2007 
 

1

 
Introduction
 
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed by AVP, Inc., a Delaware corporation (“AVP”) and the issuer of the equity securities that are the subject of the Rule 13e-3 transaction; Leonard Armato, AVP's chairman and chief executive officer; and AVP Holdings, Inc., a newly formed Delaware corporation (“Holdings”); AVP Acquisition Corp., a newly formed Delaware corporation wholly owned by Holdings (“Acquisition”); and Shamrock Capital Growth Fund II, L.P. and Shamrock Capital Partners II, LLC, affiliates of Holdings and Acquisition (collectively, the “Shamrock Group”) with respect to the proposed merger of Acquisition with and into AVP (the “Merger”), with AVP as the surviving corporation.

On September 5, 2007, AVP, Holdings, Acquisition and the Shamrock Group mutually agreed to terminate the Agreement and Plan of Merger (the “Merger Agreement”), which the parties entered into on April 5, 2007.
 
The transaction was expected to close in late September 2007, but was subject to certain customary terms and conditions, including stockholder approval. It had become apparent to both Shamrock and AVP that a substantial number of the stockholders of AVP would not vote their shares to approve the transaction. As a result, both parties decided to terminate the Merger Agreement rather than risk substantial additional expenses related to proceeding with the transaction. AVP will not pay any “breakup fee” to Shamrock or any Shamrock affiliates. It was agreed, however, that AVP will reimburse certain expenses related to the transaction incurred by AVP Holding, Inc.
 
The information contained in this Schedule 13E-3 and/or Proxy Statement concerning AVP was supplied by AVP, and none of the Shamrock Group takes responsibility for the accuracy of such information. The information contained in this Schedule 13E-3 and/or the Proxy Statement concerning the Shamrock Group was supplied by the Shamrock Group, and AVP takes no responsibility for the accuracy of such information.
 
2
 
Item 16 Exhibits
 
Regulation M-A Item 1016(a) though (d), (f) and (g).
 
(d)(4) Termination of Agreement and Mutual Release made and entered into as of the 5th day of September 2007, by and between AVP, Inc., Shamrock Capital Growth Fund II, L.P., AVP Holdings, Inc. and AVP Acquisition Corp. (incorporated by reference to Exhibit 10.1 to AVP, Inc.'s Current Report on Form 8-K, filed on September 10, 2007.

3

 
SIGNATURES
 
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated as of September 20, 2007
 
     
  AVP, Inc.
 
 		  
 		  
 
/s/ Leonard Armato By:   /s/ Leonard Armato
Leonard Armato
Leonard Armato,
  Chief Executive Officer
 
 
     
  AVP HOLDINGS, INC.
 
 		  
 		  
 
  By:   /s/ Robert F. Perille
 
Robert F. Perille,
  President
     
  AVP ACQUISITION CORP.
 
 		  
 		  
 
  By:   /s/ Robert F. Perille
 
Robert F. Perille,
  President
 
     
  SHAMROCK CAPITAL GROWTH FUND II, L.P.
 
 		 By:
Its:
Shamrock Capital Partners II, L.L.C.
General Partner
 
  By:   /s/ Stephen D. Royer
 
Stephen D. Royer
  Executive Vice President
 
     
  SHAMROCK CAPITAL PARTNERS II, L.L.C.
 
 		  
 		  
 
  By:   /s/ Stephen D. Royer
 
Stephen D. Royer
  Executive Vice President

4

 
EXHIBIT INDEX
Exhibit
No.
Description
 
(d)(4)
Termination of Agreement and Mutual Release made and entered into as of the 5th day of September 2007, by and between AVP, Inc., Shamrock Capital Growth Fund II, L.P., AVP Holdings, Inc. and AVP Acquisition Corp. (incorporated by reference to Exhibit 10.1 to AVP, Inc.'s Current Report on Form 8-K, filed on September 10, 2007.)
 
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