Dynamic Homes Inc – ‘SC 13E3’ on 1/3/01 re: Dynamic Homes Inc

On:  Wednesday, 1/3/01, at 4:20pm ET   ·   Accession #:  897101-1-5   ·   File #:  5-52081

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement -- Going-Private                3     16K 
                          Transaction                                            

Document Table of Contents

SC 13E3
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

 AMENDMENT NO. 3
TO
SCHEDULE 13E-3
 (Final Amendment)

RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)

 Dynamic Homes, Inc.
(Name of Issuer)

 Dynamic Homes, Inc.
Dynamic Homes, LLC
Dynamic Acquisitions, Inc.
 Peter K. Pichetti
 Ronald L. Gustafson
(Name of Persons Filing Statement)

Common Stock, par value $.10 per share
(Title of Class of Securities)

 267876100
 (CUSIP Number of Class of Securities)

Scott D. Lindemann
 Dynamic Homes, Inc.
 525 Roosevelt Avenue, Detroit Lakes, MN 55502
(218) 847-2611
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
 and Communications on Behalf of Persons Filing Statement)

 with a copy to:

Dynamic Homes, LLC
230 West Superior St., Suite 811
Duluth, MN 55802
 Attn: Robert C. Pearson and John N. Nys
(218) 722-6331
(218) 722-3031 (fax)

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. 

SC 13E3
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
c. / / A tender offer.                                                          

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. / /                     

Check the following box if the filing is a final amendment reporting the results
of the transaction: /X/                                                         

This Amendment No. 3 to Rule 13e-3 Transaction Statement (the "Final  
Amendment") amends and supplements the Rule 13e-3 Transaction Statement on      
Schedule 13E-3 filed with the Securities and Exchange Commission (the           
"Commission") by Dynamic Homes, Inc., a Minnesota corporation ("Dynamic Homes"),
Dynamic Homes, LLC, a Minnesota limited liability company ("Dynamic LLC"),      
Dynamic Acquisitions, Inc., a Minnesota corporation and a wholly owned          
subsidiary of Dynamic LLC ("Dynamic Acquisitions"), Peter K. Pichetti and Ronald
L. Gustafson on October 6, 2000, as amended and supplemented by Amendment No. 1 
thereto filed on November 20, 2000,and by Amendment No. 2 thereto filed on      
December 7, 2000 (as amended and restated, the "Statement"), in connection with 
a proposal to adopt an Agreement and Plan of Merger dated September 25, 2000    
(the "Merger Agreement") by and among Dynamic Homes, Dynamic Acquisitions and   
Dynamic LLC pursuant to which Dynamic Acquisitions will be merged with and into 
Dynamic Homes.                                                                  

This Final Amendment is being filed, pursuant to Rule 13e-3(d)(3), to 
report the results of the transaction that is the subject of this Statement.    
Capitalized terms used herein not otherwise defined shall have the meanings     
ascribed to such terms in this Statement. Except as expressly set forth in this 
Final Amendment, all information in this Statement remains unchanged.           

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.                            

    The information set forth in Item 3 of the Statement is hereby amended and
supplemented as follows: At a Special Meeting of the stockholders held on       
December 28, 2000, the stockholders of Dynamic Homes voted to adopt the Merger  
Agreement. The Merger Agreement was adopted by holders of a majority of the     
Dynamic Homes' issued and outstanding shares of common stock entitled to vote at
the Special Meeting, as required by Minnesota law. The transactions with respect
to the Merger described in this Statement were consummated on December 28, 2000.
Dynamic Homes filed Articles and Plan of Merger with the Secretary of State of  
the State of Minnesota on December 28, 2000 and, as a result, the Merger became 
effective on that date (the "Effective Time"). The separate existence of Dynamic
Acquisitions ceased as of the Effective Time. Each share of common stock of     
Dynamic Homes that was issued and outstanding immediately prior to the Effective
Time (other than shares held by Dynamic Homes or Dynamic LLC and stockholders   
exercising dissenters' rights) was converted as of the Effective Time into the  
right to receive $2.55 per share in cash without interest, in accordance with   
the Merger Agreement.                                                           

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.                          

    The information set forth in Item 5 of the Statement is hereby amended and
supplemented as follows: The Merger was consummated on December 28, 2000.       
Because Dynamic Homes, as a result of the Merger, has only one stockholder,     
Dynamic LLC, Dynamic Homes                                                      

SC 13E3
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
filed on January 3, 2001 a certification on Form 15 pursuant to Rule 12g-4 to   
provide notice of termination of the registration of the common stock of Dynamic
Homes under the Securities Exchange Act of 1934, as amended, and to suspend all 
reporting requirements thereunder.                                              

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.                                  

     The information set forth in Item 10 of the Statement is hereby amended and
supplemented as follows: As a result of the Merger and the transactions         
consummated in connection therewith, Dynamic LLC owns 100% of the outstanding   
capital stock of Dynamic Homes (as the Surviving Corporation).                  

SIGNATURES

    After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true, 
complete and correct.                                                           

 DYNAMIC HOMES, INC.

Dated:  January 3, 2001          By: /s/ Scott D. Lindemann                     
                                 -----------------------------------------
                Name: Scott D. Lindemann
                      Title: Chief Executive Officer

    DYNAMIC HOMES, LLC

Dated:  January 3, 2001          By: /s/ Peter K. Pichetti                      
                                  ------------------------------------------
               Name: Peter K. Pichetti
            Title: Chief Manager

            DYNAMIC ACQUISITIONS, INC.

Dated:  January 3, 2001          By: /s/ Peter K. Pichetti                      
                                 -----------------------------------------
               Name: Peter K. Pichetti
        Title: President

Dated:  January 3, 2001             /s/ Peter K. Pichetti                       
                                 -----------------------------------------
              Name: Peter K.Pichetti

Dated:  January 3, 2001             /s/ Ronald L. Gustafson                     
                                 -----------------------------------------
                 Name: Ronald L. Gustafson

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3’ Filing		Date		First		Last			Other Filings
Filed on:		1/3/01		3					15-12G
		12/28/00		2					DEFS14A
		12/7/00		2					DEFS14A,  SC 13E3/A
		11/20/00		2					10-K/A,  PRER14A,  SC 13E3/A
		10/6/00		2					PREM14A,  SC 13E3,  SC 13E3/A
		9/25/00		2
									List all Filings