Lincoln Logs Ltd – ‘SC 13E3/A’ on 9/13/05 re: Lincoln Logs Ltd

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Amendment to Tender-Offer Statement – Going-Private Transaction   —   Sch. 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment to Tender-Offer Statement -                 14     51K 
                          Going-Private Transaction                              
 2: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      2K 

‘SC 13E3/A’   —   Amendment to Tender-Offer Statement – Going-Private Transaction
Document Table of Contents

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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549  

AMENDMENT NO. 5 TO SCHEDULE 13E-3 (RULE 13e-100)

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

LINCOLN LOGS LTD.   
-----------------   
(Name of Issuer)    

Lincoln Logs Ltd. and John D. Shepherd  
--------------------------------------  
(Name of Person(s) Filing Statement)    

Common Stock, $0.01 par value   
------------------------------  
(Title of Class of Securities)  

CUSIP #533788-30-3  
-------------------------------------   
(CUSIP Number of Class of Securities)   

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

Benjamin Shepherd,                        Leslie M. Apple, Esquire              
Chief Financial Officer                   Whiteman Osterman & Hanna LLP         
Lincoln Logs Ltd.                         One Commerce Plaza                    
5 Riverside Drive                         Albany, New York  12260               
Chestertown, New York 12817               (518) 487-7770                        
(518) 494-5500                                                                  

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 (Sections 240.14a-1 through 240.14b-2),
 Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule
      13e- 3(c)(Section 240.13e-3(c)) under the Securities Exchange Act of
1934 ("the Act").                                             
b  / / The filing of a registration statement under the Securities Act          
of 1933.                                                      
c  / / A tender offer.                                                          
d  / / None of the above.                                                       

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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**  
------------------------------------------------------------------------------- 
$115,669                                                              $13.62    

*  The "Transaction Valuation" amount referred to above is the product of the   
approximate number of shares of common stock to be acquired in the proposed     
transaction for cash at a market price of $0.49 per share.  No securities are   
being acquired for non-cash consideration.                                      

** In accordance with the Securities Exchange Act of 1934, as amended, the      
Filing Fee is determined by multiplying the Transaction Valuation of $115,669 by
0.00011770.                                                                     

/X/  Check the box if any part of the fee is offset as provided by Section      
240.0-11(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: $13.62                                                  
Form or Registration No.: Schedule 13E-3                                        
Filing Party: Lincoln Logs, Ltd.                                                
Date Filed: March 24, 2005                                                      

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INTRODUCTION                                                                    

This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the 
"Schedule 13E-3") is being filed by LINCOLN LOGS LTD., a New York corporation   
(the "Company"), and JOHN D. SHEPHERD, Chairman, President and Chief Executive  
Officer of the Company and holder of approximately 57% of the Company's out-    
standing shares of common stock, pursuant to Section 13(e) of the Securities    
Exchange Act of 1934 (the "Exchange Act"), as amended and Rule 13e-3 thereunder.
This Amendment, filed jointly by the Company and Mr. Shepherd, is being filed   
pursuant to Rule 13e-3(d)(3) as a final amendment to the Schedule 13E-3 to      
report the results of the consideration by the Company's shareholders of the    
Company's proposal to amend its certificate of incorporation to effect a        
1-for-500 reverse stock split (the "Reverse Split") of shares of the Company's  
common stock, par value $0.01 per share.                                        

Shareholders holding shares of the Company's common stock representing the      
required majority of votes approved the Reverse Split at an Annual Meeting of   
Shareholders held on September 12, 2005 (the "2005 Annual Meeting"). The        
Company filed a Certificate of Amendment to its Restated Certificate of         
Incorporation with the Department of State of the State of New York to effect   
the Reverse Split on September 13, 2005. As a result of the effectiveness of    
the Reverse Split on September 13, 2005, (i) shareholders owning fewer than     
500 shares of the Company's common stock prior to the consummation of the       
Reverse Split have the right to receive cash in an amount equal to the result   
obtained by multiplying $245.00 by a fraction having as the numerator the       
number of shares owned and having as the denominator the number 500 (which is   
equal to $0.49 per share of stock owned by such shareholders immediately prior  
to the Reverse Split), and (ii) each shareholder owning 500 or more shares      
prior to the Reverse Split will own 1 share for every 500 shares previously     
owned by such shareholder and will receive cash for any fractional shares       
resulting from the Reverse Split.                                               

Based on information available to the Company, the Reverse Split reduced the    
number of record holders of the Company's common stock to fewer than 300. The   
Company intends to file a Form 15 with the Securities and Exchange Commission   
(the "SEC") as of the date hereof to terminate the registration of the Company's
common stock under the Securities Exchange Act of 1934, as amended (the         
"Exchange Act"). Upon the filing of the Form 15, in the absence of action by the
SEC, the Company will no longer be required to file periodic reports with the   
SEC, including annual reports on Form 10-KSB and quarterly reports on Form      
10-QSB, and will no longer be subject to the SEC's proxy rules. In addition, the
Company has sent a letter to the OTC Bulletin Board notifying it of the Reverse 
Split and accordingly, it is anticipated that the Company's common stock will   
not be eligible for trading on the OTC Bulletin Board effective as of September 
14, 2005.                                                                       

A Definitive Proxy Statement of the Company on Schedule 14A relating to the     
2005 Annual Meeting was being filed pursuant to Section 14(a) of the Exchange   
Act on August 16, 2005.  The Proxy Statement describes, among other things, the 
Reverse Split.  Except as otherwise set forth below, the information set forth  
in the Proxy Statement, including all appendices thereto, is hereby expressly   
incorporated by reference into this Schedule 13E-3 and the responses to each    
item are qualified in their entirety by the provisions of the Proxy Statement.  

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Item 1.   SUMMARY TERM SHEET. The information set forth in the Proxy            
Statement under the section "SUMMARY TERM SHEET" is incorporated herein by      
reference.                                                                      

Item 2.  SUBJECT COMPANY INFORMATION. The information set forth in the section  
of the Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND         
CERTAIN TRANSACTIONS" is incorporated herein by reference.                      

Item 3.   IDENTITY AND BACKGROUND OF FILING PERSONS.                            

(a)  NAME AND ADDRESS. The filing persons are (i) the subject company,    
       Lincoln Logs Ltd., 5 Riverside Drive, Chestertown, New York  12817, and
      (ii) John D. Shepherd, Chairman, President and Chief Executive Officer
    of the Company and shareholder of approximately 57% of the Company's
     outstanding shares of common stock, whose business address is Lincoln
Logs Ltd., 5 Riverside Drive, Chestertown, New York 12817.  The 
telephone number at the Company's principal place of business is
(518) 494-5500.                                                 

The executive officers of the Company are:                      

John D. Shepherd                                      
      Chairman of the Board, President and Chief Executive Officer
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Benjamin A. Shepherd                                  
Vice President - Finance and Chief Financial Officer, 
Vice President - Corporate Development and Secretary  
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Richard C. Farr                                       
Director of Corporate Strategy                        
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Jeffrey J. LaPell                                     
Vice President and Chief Operating Officer            
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

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The members of the Board of Directors of the Company are:       

Leslie M. Apple, Esq.                                 
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Samuel J. Padula                                      
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Steven Patlin                                         
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Richard C. Farr                                       
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

John D. Shepherd                                      
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Jeffry J. LaPell                                      
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

Benjamin A. Shepherd                                  
c/o Lincoln Logs Ltd.                                 
5 Riverside Drive                                     
Chestertown, New York  12817                          
(518) 494-5500                                        

(b) BUSINESS AND BACKGROUND OF ENTITIES. Not applicable.                  

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  (c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set forth in
     the section of the Proxy Statement captioned "INFORMATION REGARDING THE
    COMPANY AND CERTAIN TRANSACTIONS" is incorporated herein by reference.

Each director and executive officer of the Company, including Mr. 
 Shepherd is a citizen of the United States. No executive officer or
  director, including Mr. Shepherd, has been either (a) convicted in a
criminal proceeding during the past five years (excluding traffic 
   violations or similar misdemeanors) or (b) a party to any judicial or
     administrative proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person from future  
   violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state
securities laws.                                                  

Item 4.  TERMS OF THE TRANSACTION.                                              

(a) MATERIAL TERMS.                                                       

1. Tender Offers: Not applicable.                                       

 2. Mergers or Similar Transactions: The following information is provided
with respect to the Reverse Split:                                

 i. Description of the Transaction: The information set forth in the
sections of the Proxy Statement captioned "SUMMARY TERM SHEET" and
  "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
INCORPORATION TO EFFECT REVERSE SPLIT" is incorporated herein by  
reference.                                                        

 ii.  Consideration Offered to Security Holders: The information set
  forth in the sections of the Proxy Statement captioned "SUMMARY TERM
SHEET" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO  
    CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - How the Reverse
 Split Will Be Undertaken", "SPECIAL FACTORS RELATING TO APPROVAL OF
 AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
    Purposes and Reasons for the Proposed Reverse Split", "SPECIAL FACTORS
  RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
  EFFECT REVERSE SPLIT - Deliberations of the Board of Directors", and
  "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
    INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the General Effects
Of The Reverse Split" is incorporated herein by reference.        

      iii.  Reasons for Engaging in the Transaction: The information set forth
    in the sections of the Proxy Statement captioned "SUMMARY TERM SHEET",
  "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF

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  INCORPORATION TO EFFECT REVERSE SPLIT - Purposes and Reasons for the
   Proposed Reverse Split", and "SPECIAL FACTORS RELATING TO APPROVAL OF
 AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
Deliberations of the Board of Directors" is incorporated herein by
reference.                                                        

     iv.  Vote Required for Approval of the Transaction: The information set
  forth in the sections of the Proxy Statement captioned "SUMMARY TERM
SHEET" and "PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF
    INCORPORATION TO EFFECT REVERSE STOCK SPLIT - Shareholder Approval" is
incorporated herein by reference.                                 

     v.  Material Differences in Rights of Security Holders: The information
     set forth in the section of the Proxy Statement captioned "SUMMARY TERM
SHEET" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO  
   CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the
General Effects Of The Reverse Split" is incorporated herein by   
reference.                                                        

    vi.  Accounting Treatment: The information set forth in the section of
    the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF
 AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
  Summary of the General Effects Of The Reverse Split" is incorporated
herein by reference.                                              

       vii.  Federal Income Tax Consequences of the Transaction: The information
       set forth in the section of the Proxy Statement captioned "FEDERAL INCOME
TAX CONSEQUENCES" is incorporated herein by reference.            

(c) DIFFERENT TERMS. There are no items or arrangements in the transaction
that treat certain shareholders differently from other shareholders.      
  Shareholders holding fewer than 500 shares of Common Stock immediately prior
 to the Reverse Split will, however, cease to be shareholders of the Company
upon consummation of the Reverse Split.                                   

 (d) APPRAISAL RIGHTS. The information set forth in the section of the Proxy
  Statement captioned "DISSENTERS' APPRAISAL RIGHTS" is incorporated herein by
reference. In addition, shareholders should refer to the copy of the      
dissenters' rights statute that is included as Appendix B to the Proxy    
Statement.                                                                

(e) PROVISIONS FOR UNAFFILIATED SECURITIES HOLDERS.  None.                

   (f) ELIGIBILITY FOR LISTING OR TRADING. The Company intends to file as of the
date hereof an application with the Securities and Exchange Commission    
to suspend or terminate the registration of the Common Stock under the    
Exchange Act and will cause the listings of the Common Stock on the NASDAQ
Over The Counter Bulletin Board to be terminated.                         

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Item 5.   PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.            

(a) TRANSACTIONS. The information set forth in the section of the Proxy   
Statement captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN        
TRANSACTIONS - Certain Transactions" is incorporated herein by reference. 

(b) SIGNIFICANT CORPORATE EVENTS.  None.                                  

(c) NEGOTIATIONS OR CONTACTS.  None.                                      

(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information
set forth in the section of the Proxy Statement captioned "INFORMATION    
REGARDING THE COMPANY AND CERTAIN TRANSACTIONS" is incorporated herein by 
reference.                                                                

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.                     

(b) USE OF SECURITIES ACQUIRED. The outstanding shares of the Company's   
existing common stock, par value $0.01, that would otherwise be converted 
into a fractional share of the Company's common stock will be cancelled by
 the Company's board of directors; otherwise, no securities will be acquired
in the transaction.                                                       

(c) PLANS.                                                                

1. There are no plans, proposals or negotiations that relate to or might  
    result in any extraordinary transactions (e.g. merger, reorganization or
  liquidation) involving the Company or its subsidiaries, aside from the
Reverse Split described herein.                                     

2. There are no plans, proposals or negotiations that relate to or might  
   result in any purchase, sale or transfer of a material amount of assets
of the Company or any of its subsidiaries.                          

3. There are no plans, proposals or negotiations that relate to or might  
    result in any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company aside from the Reverse
Split described herein.                                             

 4. Except as set forth below, there are no plans, proposals or negotiations
      that relate to or might result in any material change in the present board
   of directors or management of the Company, including but not limited to
      any plans or proposals to change the number or the term of directors or to
      fill any existing vacancies on the board or to change any material term of
     the employment contract of any executive officer.  On September 12, 2005,
      the Company's board of directors was advised that neither William J. Thyne
nor Reginald W. Ray, Jr. has accepted his election to the board of  
  directors of the Company for the current year.  The Company's board of
   directors will seek to fill the vacancies left by Mr. Thyne and Mr. Ray
 or will eliminate such positions in accordance with applicabable law.

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5. There are no plans, proposals or negotiations that relate to or might  
    result in any other material change in the Company's corporate structure
or business.                                                        

6. The Company's common stock is not currently listed on an exchange. Once
    the Company is deregistered under the Exchange Act, the Company's common
stock will no longer be quoted on the Nasdaq OTC Bulletin Board.    

7. As a result of the Reverse Split, the securities of the Company are    
  eligible for termination of registration under Section 12(g)(4) of the
Act.                                                                

  8. As a result of the Reverse Split transaction, the Company's obligation to
   file periodic reports under Section 15(d) of the Act will be suspended.

Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.                            

(a)  PURPOSES.  The information set forth in the sections of the Proxy    
Statement captioned "SUMMARY TERM SHEET" and "SPECIAL FACTORS RELATING TO 
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   
  SPLIT - Purposes and Reasons for the Proposal Reverse Split" is incorporated
herein by reference.                                                      

(b)  ALTERNATIVES.  The information set forth in the sections of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -  Deliberations     
   Regarding the Reverse Split Transaction" is incorporated herein by reference.

(c) REASONS.  The information set forth in the sections of the Proxy      
Statement captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING TO    
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   
SPLIT - Purposes and Reasons for the Proposed Reverse Split", and "SPECIAL
FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION 
TO EFFECT REVERSE SPLIT - Deliberations Regarding the Reverse Split       
Transaction" is incorporated herein by reference.                         

(d) EFFECTS.  The information set forth in the sections of the Proxy      
Statement captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING TO    
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   
SPLIT - Purposes and Reasons for the Proposed Reverse Split", "SPECIAL    
FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION 
TO EFFECT REVERSE SPLIT - Summary of the General Effects of the Reverse   
Split" and "FEDERAL INCOME TAX CONSEQUENCES" is incorporated herein by    
reference.                                                                

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Item 8.   FAIRNESS OF THE TRANSACTION.                                          

  (a) FAIRNESS.  The Company, through its Board of Directors, and Mr. Shepherd
reasonably believes that this Rule 13e-3 transaction is fair to Company's 
 unaffiliated shareholders for the reasons as stated in section of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations      
Regarding the Reverse Split Transaction" which is hereby incorporated by  
reference.                                                                

(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS.  The information set forth
  in the section of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   
SPLIT - Deliberations Regarding the Reverse Split Transaction" is         
incorporated herein by reference.                                         

  (c) APPROVAL OF SECURITY HOLDERS.  The information set forth in the sections
of the Proxy Statement captioned "SUMMARY TERM SHEET" and "PROPOSAL ONE - 
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   
STOCK SPLIT - Shareholder Approval" and "SPECIAL FACTORS RELATING TO      
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   
SPLIT - Deliberations Regarding the Reverse Split Transaction" is         
incorporated herein by reference.                                         

(d) UNAFFILIATED REPRESENTATIVE.  The information set forth in the section
of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -       
Deliberations Regarding the Reverse Split Transaction" is incorporated    
herein by reference.                                                      

 (e) APPROVAL OF DIRECTORS.  The information set forth in the section of the
  Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT
TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations   
   Regarding the Reverse Split Transaction" is incorporated herein by reference.

(f) OTHER OFFERS.  The information set forth in the section of the Proxy  
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations      
   Regarding the Reverse Split Transaction" is incorporated herein by reference.

Item 9.  REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.                        

 (a) REPORT, OPINION OR APPRAISAL.  The information set forth in the section
of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF 
AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding

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the Reverse Split Transaction" is incorporated herein by reference.       

(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL.  The        
information set forth in the section of the Proxy Statement captioned     
 "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT
REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" is 
incorporated herein by reference.                                         

 (c) AVAILABILITY OF DOCUMENTS.  The information set forth in the section of
the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF    
AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding
the Reverse Split Transaction" is incorporated herein by reference.       

Item 10.  SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.                   

 (a) SOURCE OF FUNDS.  The information set forth in the section of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the     
General Effects Of The Reverse Split" is incorporated herein by reference.

(b) CONDITIONS.  None.                                                    

(c) EXPENSES.  The information set forth in the section of the Proxy      
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO 
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the     
General Effects Of The Reverse Split" is incorporated herein by reference.

(d) BORROWED FUNDS.  None.                                                

Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

(a) SECURITIES OWNERSHIP.  The information set forth in the section of the
Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN  
TRANSACTIONS - Security Ownership of Management" is incorporated herein by
reference.                                                                

(b) SECURITIES TRANSACTIONS.  None.                                       

Item 12. THE SOLICITATION OR RECOMMENDATION.                                    

(d) INTENT TO TENDER VOTE IN A GOING-PRIVATE TRANSACTION.  The information
set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET",  
"PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO  
EFFECT REVERSE STOCK SPLIT - Shareholder Approval", and "PROPOSAL ONE -   
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE   

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STOCK SPLIT - Conflicts of Interest" are incorporated herein by reference.

(e) RECOMMENDATIONS OF OTHERS.  The information set forth in the Proxy    
Statement under the caption "SPECIAL FACTORS RELATING TO APPROVAL OF      
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -       
Deliberations Regarding the Reverse Split Transaction" is incorporated    
herein by reference.                                                      

Item 13.  FINANCIAL STATEMENTS.                                                 

(a) FINANCIAL INFORMATION.  The information set forth in the Proxy        
Statement under the caption "INFORMATION REGARDING THE COMPANY AND CERTAIN
TRANSACTIONS" is incorporated hereby by reference.  The financial         
information required by this Item 13(a) is also incorporated hereby by    
 reference to the Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 2005 and its Quarterly Report on Form 10-QSB for the    
fiscal quarter ended April 30, 2005.                                      

(b) PRO FORMA INFORMATION.  The information set forth in the Proxy        
Statement under the caption "SPECIAL FACTORS RELATING TO APPROVAL OF      
 AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary
 of the General Effects Of The Reverse Split" and "INFORMATION REGARDING THE
COMPANY AND CERTAIN TRANSACTIONS - Summary Unaudited Pro-forma Financial  
Information" is incorporated herein by reference.                         

Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.  The          
information set forth in the sections of the Proxy Statement captioned    
 "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT
REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" and
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF      
INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the General Effects Of 
The Reverse Split" is incorporated herein by reference.                   

Item 15. ADDITIONAL INFORMATION.  The information set forth in the Proxy        
Statement, the Company's 10-KSB for the fiscal year ended January 31, 2005
and Form 10-QSB for the period ended April 30, 2005 are incorporated by   
reference.                                                                

Item 16. EXHIBITS.                                                              

  (1) Proxy Statement.  Filed electronically via EDGAR with the Securities and
Exchange Commission as of August 16, 2005 and incorporated herein by      
reference.                                                                

(2) Opinion of value from Empire Valuation Consultants, LLC.  Incorporated
by reference to Appendix C to the Proxy Statement filed electronically via
EDGAR with the Securities and Exchange Commission as of August 16, 2005.  

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(3) New York State Dissenters' Rights Statute (BCL Chapter 623).          
Incorporated by reference to Appendix B to the Proxy Statement filed      
electronically via EDGAR with the Securities and Exchange Commission as of
August 16, 2005.                                                          

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SIGNATURES                                                                      

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: September 13, 2005                                                        
                                 LINCOLN LOGS LTD.

                    By: /s/ Benjamin A. Shepherd
                        ------------------------
                    Benjamin A. Shepherd
                                     Chief Financial Officer and Secretary

        JOHN D. SHEPHERD

                By: /s/ John D. Shepherd
                    --------------------
                John D. Shepherd

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
		9/14/05		3
Filed on:		9/13/05		3		14			15-12G
		9/12/05		3		8			DEF 14A
		8/16/05		3		13			DEF 14A,  SC 13E3/A
		4/30/05		12					10QSB
		3/24/05		2					PRE 14C,  SC 13E3
		1/31/05		12					10KSB,  ARS
									List all Filings