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.
o The filing of a
registration statement under the Securities Act of 1933.
c. o 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
Value
$161,000
Amount
of Filing Fee**
$8.98
* For
purposes of calculating the fee only. This amount assumes the acquisition of
350,813 shares of common stock of the subject company estimated to be acquired
from shareholders to which this Rule 13e-3 Transaction Statement relates for
$0.46 per share.
** The
filing fee equals $161,000 x 0.00005580 as determined by Rule
0-11(b)(1).
o Check 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 date of its
filing.
1
INTRODUCTION
This
final amendment (the "Final Amendment") to Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Schedule 13E-3") is being filed with the Securities and
Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), by Fansteel Inc. (the
"Company" or "we", "us" or "our"), a Delaware corporation, and its affiliates,
Brian F. Cassady, Curtis J. Zamec, II, Leonard M. Levie and Greenwich Investment
Company, a Wyoming limited liability company which is wholly owned and
controlled by Mr. Leonard M. Levie. We sometimes refer herein to such
affiliates collectively as the "Filing Affiliates" and refer to the Company and
the Filing Affiliates as the "Filing Persons".
This
Final Amendment is being jointly filed by the Filing Persons pursuant to Rule
13e-3(d)(3) to report the results of the transaction that is the subject of this
Schedule 13E-3.
Item
15. ADDITIONAL INFORMATION
Item
15(b) is hereby amended and supplemented by the addition of the following
information:
On
November 16, 2009, the Company filed an amendment to its Amended and Restated
Articles of Incorporation with the Delaware Secretary of State, in the form
attached as Exhibit A to its Information Statement dated October 26,2009. Pursuant to this amendment, the Company implemented the Reverse
Split effective as of 12:00 a.m. on November 16, 2009. On November16, 2009, the Company also filed a Certification and Notice of Termination of
Registration on Form 15 with the United States Securities and Exchange
Commission in order to deregister its Common Stock under the Exchange Act and
suspend its obligation to file periodic and current reports under the Exchange
Act.
The
Company anticipates that before the end of November, 2009, it will distribute to
its Stockholders of record a Letter of Transmittal substantially in the form
that was attached as Exhibit B to the Information
Statement. Stockholders must complete and provide the information
requested by the Letter of Transmittal, sign it, and return it to the Company's
Registrar and Exchange Agent along with their stock certificate(s) in order to
receive payment for fractional shares as referenced in the Letter of
Transmittal.
On
November 16, 2009, the Company's Board of Directors approved a resolution
amending Article V, Section 1 of the Company's Amended and Restated
By-laws. The resolution provides that some or all of any or all
classes or series of stock shall be uncertificated shares. This
resolution does not apply to shares represented by a certificate until such
certificate is surrendered to the Company or its Registrar and Exchange
Agent. Upon surrender of such certificate to the Company or its
Registrar and Exchange Agent, the record of ownership, taking into account the
effect of any stock split, will be converted and held in book-entry-only form
and no new stock certificate(s) will be issued.
2
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set for in this statement is true, complete and
correct.
Information
Statement on Schedule DEF 14C including all exhibits attached thereto,
filed by us with the SEC on October 26, 2009 (incorporated herein by
reference) (the "Information Statement").
(d)
Form
of instructions and transmittal letters to stockholders for delivery of
stock certificates and payment of Cash-Out price.
(f)
Statement
describing appraisal rights and other
proceedings.
3
Dates Referenced Herein and Documents Incorporated by Reference
