Definitive Proxy Solicitation Material — Going-Private Transaction Statement — Schedule 13E-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEF13E3 Definitive Proxy Solicitation Material -- 5± 24K
Going-Private Transaction Statement
3: EX-8 Opinion re: Tax Matters 12± 48K
2: EX-10 Material Contract 84± 312K
5: EX-13 Annual or Quarterly Report to Security Holders 7± 27K
7: EX-13.1 Annual or Quarterly Report to Security Holders 52± 198K
15: EX-13.2 Annual or Quarterly Report to Security Holders 7± 29K
4: EX-20 Other Document or Statement to Security Holders 2± 13K
6: EX-20.1 Other Document or Statement to Security Holders 1 8K
8: EX-20.2 Other Document or Statement to Security Holders 2± 13K
9: EX-20.3 Other Document or Statement to Security Holders 10± 43K
10: EX-20.4 Other Document or Statement to Security Holders 5± 29K
11: EX-20.5 Other Document or Statement to Security Holders 5± 21K
12: EX-20.6 Other Document or Statement to Security Holders 5± 21K
13: EX-20.7 Other Document or Statement to Security Holders 1 10K
14: EX-20.8 Other Document or Statement to Security Holders 1 9K
DEF13E3 — Definitive Proxy Solicitation Material — Going-Private Transaction Statement
Document Table of Contents
Submitted January 25, 1996; File Number 0-14452
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Sec. 240.13e-3)thereunder
This Statement Is Filed In Connection With The Filing Of
Solicitation Materials Subject To Regulation 14A
Far West Electric Energy Fund, L.P.
(Name of the issuer)
Far West Electric Energy Fund, L.P., Far West Capital, Inc.,
Alan O. Melchior, Thomas A. Quinn, Ronald E. Burch,
and U.S. Envirosystems, Inc.
(Name of persons filing statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
Stanford S. Smith
2921 Devon Drive
Bountiful, Utah 84010
Tel/Fax (801) 295-1444
(Person authorized to receive notices
on behalf of person filing statement)
This statement is filed in connection with:
a. The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or
Rule 13e-3 under the Securities Exchange Act of 1934
Filing Fee (1/50th of 1% of transaction value;
No offsetting fee has been previously paid)
Transaction Valuation: $1,250,000
Amount of Filing Fee: $250
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
SCHEDULE 13E-3 TRANSACTION STATEMENT
Information respecting each Item and sub-Item of this Schedule is
set forth in the form of a cross reference to the section title and
page number of the Consent Solicitation filed by Far West Electric
Energy Fund, L.P. contemporaneously herewith.
Item 1. Issuer and Class of Security Subject to the Transaction
(a) "The Fund-Organization," page 28; the Proposed Transaction,"
page 13.
(b) "The Fund-Organization," page 28
(c) "The Fund-Organization," page 28
(d) "The Fund-Organization," page 28
(e) "The Fund-Organization," page 28
(f) "The Fund-Organization," page 28
Item 2. Identity and Background
This Schedule is filed by the issuer (Far West Electric Energy
Fund, L.P.), its general partner (Far West Capital, Inc.), three
individual officers and shareholders of the issuer (Messrs.
Melchior, Quinn, and Burch), and U.S. Envirosystems, Inc.
(a) "The Fund-Organization," page 28
(b) "The Fund-Organization," page 28
(c) "The Fund-Organization," page 28
(d) "The Fund-Management," page 29
(e) "The Fund-Management," page 29
(f) "The Fund-Legal Proceedings," page 36
(g) "The Fund-Management," page 29
Item 3. Past Contacts, Transactions or Negotiations
(a)(1) "The Proposed Transaction-Negotiations with Purchaser, page
15
(2) "The Proposed Transaction-Negotiations with Purchaser, page 15
(b) "The Proposed Transaction-Negotiations with Purchaser, page 15
Item 4. Terms of the Transaction
(a) "The Proposed Transaction" beginning at page 14
(b) "The Fund-Organization," at page 28
Item 5. Plans or Proposals of the Issuer or Affiliate
(a) "The Proposed Transaction" at page 28
(b) "The Proposed Transaction" at page 28
(c) "The Proposed Transaction" at page 28
(d) "The Proposed Transaction" at page 28
(e) "The Proposed Transaction" at page 28
(f) "The Proposed Transaction" at page 28
(g) "The Proposed Transaction" at page 28
Item 6. Source and Amounts of Funds or Other Consideration
(a) "The Proposed Transaction" at page 28
(b) "The Proposed Transaction-Cash to be Distributed" at page 23
(c) "The Proposed Transaction" at page 28.
(d) "The Proposed Transaction" at page 28
Item 7. Purpose, Alternatives, Reasons, and Effects
(a) "The Proposed Transaction-Reasons for the Proposed Transaction"
at page 14.
(b) "The Proposed Transaction-Prior Offers" at page 14, and "The
Proposed Transaction-Negotiations with Purchaser" at page 15.
(c) "The Proposed Transaction-Overview of the Proposed Transaction"
at page 16
(d) "The Proposed Transaction-Cash to be Distributed" at page 24,
and "Federal Income Tax Consequences" at page 37
Item 8. Fairness of the Transaction
(a) "The Proposed Transaction-Fairness Determination" at page 15.
With respect to any factual matters regarding the Fund, USE has
relied upon the representations of the Fund and FWC.
(b) "The Proposed Transaction-Reasons for the Proposed Transaction"
at page 14.
(c) "Summary-Votes Required to Approve the Proposed Transaction" at
page 6.
(d) "Summary-Votes Required to Approve the Proposed Transaction" at
page 6, and "Opinion of Financial Advisor" at page 46
(e) "The Fund-Management" at page 30
(f) "The Proposed Transaction-Prior Offers" at page 14
Item 9. Reports, Opinions, Appraisals, and Certain Negotiations
(a) "Opinion of Financial Advisor" at page 46
(b)(1) "Opinion of Financial Advisor" at page 46
(2) "Opinion of Financial Advisor" at page 46
(3) "Opinion of Financial Advisor" at page 46
(4) "Opinion of Financial Advisor" at page 46
(5) "Opinion of Financial Advisor" at page 46
(6) "Opinion of Financial Advisor" at page 46
Item 10. Interest in Securities of the Issuer
(a) "Summary-Unit Holdings of FWC" at page 8
(b) "Summary-Unit Holdings of FWC" at page 8
Item 11. Contracts, Arrangements or Understandings with Respect to
the Issuer's Securities
"The Proposed Transaction-Prior Offers" at page 14
Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction
(a) "The Proposed Transaction-Overview of the Proposed Transaction"
at page 16
(b) "Summary-Recommendation of FWC" at page 6
Item 13. Other Provisions of the Transaction
(a) "The Proposed Transaction-Overview of the Proposed Transaction"
at page 16
(b) "The Proposed Transaction-Overview of the Proposed Transaction"
at page 16
(c) "The Proposed Transaction-Overview of the Proposed Transaction"
at page 16
Item 14. Financial Information
(a) Exhibit 1. The issuer has provided the information required by
this Item 14 in Exhibit 1 to this Schedule.
(b)(1) and (b)(2): "The Proposed Transaction-Overview of the
Proposed Transaction" at page 16
Item 15. Persons and Assets Employed, Retained or Utilized
(a) "Summary-Voting & Termination" on page 10
(b) "Summary-Voting & Termination" on page 10
Item 16. Additional Information
The issuer believes it has provided all relevant information in the
Consent Solicitation and this Schedule.
Item 17. Material to be Filed as Exhibits
(a) No loan agreements are involved in the Proposed Transaction.
(b) The issuer has obtained, and included as exhibits to the
Consent Solicitation, a tax opinion from Robison, Hill Associates,
Inc. and a fairness opinion from Corporate Capital Consultants,
Inc. These opinions appear as Exhibits 2 and 3, respectively, to
the Consent Solicitation and will be mailed to Limited Partners as
part of the consent solicitation package.
(c) The Purchase and Sale Agreement, with exhibits, is appended to
the Consent Solicitation as exhibit 1. There are no other
arrangements, understandings, or relationships related to the sale
of the issuer or its assets.
(d) "Summary-Voting" on page 10
(e) "Summary-Voting" on page 10
(f) "Summary-Voting" on page 10
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.
Dated this 11th day of June, 1996.
/s/_______________________________________
Thomas A. Quinn, authorized officer of
Far West Capital, Inc., general partner of
Far West Electric Energy Fund, L.P.
/s/_______________________________________
Alan Melchior
/s/_______________________________________
Ronald Burch
/s/_______________________________________
John Bo
/s/_______________________________________
Kenneth Beck
/s/_______________________________________
Robert Mouritsen
/s/_______________________________________
Richard Francis
/s/_______________________________________
Richard Nelson, President
U.S. Envirosystems, Inc.
EXHIBITS
1. Purchase and Sale Agreement
2. Tax Opinion of Robison Hill & Co.
3. Fairness Opinion of Corporate Capital Consultants, Inc.
4. Form 10-QSB/A for quarter ending March 31, 1996
5. Reply Card
6. Form 10-KSB/C for December 31, 1995
7. Commitment Letter to U.S. Envirosystems, Inc. from Smith
Management Company
8. Commitment Letter to U.S. Envirosystems, Inc. from Gaines
Berland, Inc.
9. SB-1 appraisal of Ronald P. Baldwin
10. SB-1 Forecasts of Corporate Capital Consultants
11. USE's Pro Forma Condensed Combined Statement of Operations for
the year ended December 31, 1995
Dates Referenced Herein and Documents Incorporated by Reference
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