SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/30/14 Monarch Cement Co SC 13E3/A 1:288K Monarch Cement Co Stinson Leonard … LLP/FA |
Document/Exhibit Description Pages Size 1: SC 13E3/A Amendment to Tender-Offer Statement -- HTML 149K Going-Private Transaction
Page | (sequential) | | | (alphabetic) | Top | |
---|---|---|---|---|---|
1 | 1st Page - Filing Submission | ||||
" | The information set forth in the Proxy Statement under the following captions is incorporated herein by reference |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
|
(Amendment No. 1)
|
The Monarch Cement Company
|
(Name of the Issuer and Name of Person Filing Statement)
|
Capital Stock, $2.50 par value per share
Class B Capital Stock, $2.50 par value per share
|
(Title of Class of Securities)
|
(CUSIP Number of Class of Securities)
President and Chairman of the Board
The Monarch Cement Company
P.O. Box 1000
|
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
|
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.
|
CALCULATION OF FILING FEE
|
|
Transaction Valuation (*)
|
Amount of Filing Fee (**)
|
$2,995,800
|
$599.16
|
(*)
|
Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of approximately 60,693 shares of Capital Stock and approximately 39,167 shares of Class B Capital Stock, in each case, for $30.00 per share in cash in lieu of issuing fractional shares to holders of less than 600 shares of the applicable class of stock immediately before the proposed reverse stock split.
|
(**)
|
The filing fee is calculated in accordance with Rule 0-11(b) by multiplying the Transaction Valuation of $2,995,800 by 0.0002.
|
[ 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.
|
(1)
|
a proposal to approve, subject to final action by the Company's Board of Directors, an amendment to the Company's Articles of Incorporation, whereby the Company will effect a 1-for-600 reverse stock split of its Capital Stock and Class B Capital Stock and as a result of which each stockholder owning of record fewer than 600 shares of either class of Stock before the reverse stock split will have the shares of such class cancelled and converted into the right to receive a cash payment for each share of such class held of record prior to the reverse stock split in lieu of receiving a fractional post-reverse stock split share of such class; and
|
(2)
|
a proposal to approve, subject to stockholder approval of proposal 1 above and final action by the Company's Board of Directors, an amendment to the Company's Articles of Incorporation to take effect immediately following the reverse stock split, whereby the Company will effect a 600-for-1 forward stock split of each one issued and outstanding share of its Capital Stock and Class B Capital Stock (and including each fractional share of such class in excess of one share).
|
|
(a)
|
Name and Address. The name of the subject company is The Monarch Cement Company, a Kansas corporation. The Company's principal executive offices are located at 449 1200 Street, P. O. Box 1000, Humboldt, Kansas 66748. The Company's telephone number at that address is (620) 473-2222. See also the information set forth in the Proxy Statement under the following caption, which is incorporated herein by reference:
|
|
(i)
|
the Company's Capital Stock, $2.50 par value per share, of which 2,599,633 shares were outstanding as of July 31, 2014; and
|
|
(ii)
|
the Company's Class B Capital Stock, $2.50 par value per share, of which 1,366,048 shares were outstanding as of July 31, 2014.
|
|
(c)
|
Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(d)
|
Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(e)
|
Prior Public Offerings. Not applicable. See also the information set forth in the Proxy Statement under the following caption, which is incorporated herein by reference:
|
|
(f)
|
Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(a)
|
Name and Address. The filing person, the Company, is also the subject company. The name, business address and business telephone number of the Company is provided in Item 2(a) above.
|
|
(c)
|
Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(a)
|
Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(c)
|
Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(d)
|
Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(e)
|
Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(a)
|
Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(e)
|
Agreements Involving the Subject Company's Securities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(b)
|
Use of Securities Acquired. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(c)
|
Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(a)
|
Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(b)
|
Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(c)
|
Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(d)
|
Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(a)
|
Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(b)
|
Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(c)
|
Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(d)
|
Unaffiliated Representatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(e)
|
Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(a)
|
Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(b)
|
Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(c)
|
Availability of Documents. The following item is available for inspection and copying at the Company's principal executive offices located at 449 1200 Street, P. O. Box 1000, Humboldt, Kansas 66748 during the Company's regular business hours by any interested stockholder of the Company or representative who has been so designated in writing:
|
|
●
|
The "Staying Public or Going Private" discussion paper prepared by Kennedy and Coe, LLC and presented to the Company's Board of Directors at its April 9, 2014 meeting
|
|
(a)
|
Source of Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(b)
|
Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(c)
|
Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(d)
|
Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(a)
|
Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(b)
|
Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(d)
|
Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(e)
|
Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
(a)
|
Financial Information. The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement and are incorporated by reference in this Schedule 13E-3, in each case, from the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
|
|
(b)
|
Pro forma Information. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(a)
|
Solicitation or Recommendation. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(b)
|
Employees and Corporate Assets. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
(b)
|
Other Material Information. The information contained in the Proxy Statement, including all appendices attached thereto, is incorporated herein by reference.
|
|
(a)
|
Notice of Special Meeting and Proxy Statement of the Company, including all appendices and the accompanying proxy card (incorporated herein by reference to Amendment No. 1 to the Company's Schedule 14A filed with the SEC on September 30, 2014).
|
|
(b)
|
Credit agreement dated December 31, 2012 between BOKF, NA dba Bank of Oklahoma and the Company (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on January 7, 2013).
|
|
(c)
|
"Staying Public or Going Private" discussion paper prepared by Kennedy and Coe, LLC and presented to the Board of Directors of the Company at its April 9, 2014 meeting (previously filed with the SEC as Exhibit (c) to the Company's Schedule 13E-3 on August 29, 2014).
|
Exhibit No. |
Description
|
(a) |
Notice of Special Meeting and Proxy Statement of the Company, including all appendices and the accompanying proxy card (incorporated herein by reference to Amendment No. 1 to the Company's Schedule 14A filed with the SEC on September 30, 2014).
|
(b) |
Credit agreement dated December 31, 2012 between BOKF, NA dba Bank of Oklahoma and the Company (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on January 7, 2013).
|
(c) |
"Staying Public or Going Private" discussion paper prepared by Kennedy and Coe, LLC and presented to the Board of Directors of the Company at its April 9, 2014 meeting (previously filed with the SEC as Exhibit (c) to the Company's Schedule 13E-3 on August 29, 2014).
|
(d) |
Not applicable.
|
(f) |
Not applicable.
|
(g) |
Not applicable.
|
This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/30/14 | 10-Q, PRER14A | ||
8/29/14 | 4, 8-K, PRE 14A, SC 13E3 | |||
7/31/14 | ||||
6/30/14 | 10-Q | |||
4/9/14 | 3, 8-K | |||
12/31/13 | 10-K, DEF 14A | |||
1/7/13 | 8-K | |||
12/31/12 | 10-K, 8-K, DEF 14A, PRE 14A | |||
List all Filings |