-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H8JGuJFuz9J0qxh77DuW+2Ql9KSjDLrBh3pTRoEaHZKa5+aVyVqgtB4sxbPoaXO+ YAABNXO1QBFL3u/7qN3nBA== 0000950147-98-000411.txt : 19980521 0000950147-98-000411.hdr.sgml : 19980521 ACCESSION NUMBER: 0000950147-98-000411 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980520 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVESIS INC CENTRAL INDEX KEY: 0000795574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860349350 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-39650 FILM NUMBER: 98629234 BUSINESS ADDRESS: STREET 1: 3724 NORTH THIRD ST STREET 2: STE 300 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6029567287 MAIL ADDRESS: STREET 1: 1001 W CLARENDON STREET 2: NO 2300 CITY: PHOENIX STATE: AZ ZIP: 85013 FORMER COMPANY: FORMER CONFORMED NAME: NBS NATIONAL BENEFIT SERVICES INC DATE OF NAME CHANGE: 19910114 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VISION SERVICES INC DATE OF NAME CHANGE: 19900117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVESIS INC CENTRAL INDEX KEY: 0000795574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860349350 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 3724 NORTH THIRD ST STREET 2: STE 300 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6029567287 MAIL ADDRESS: STREET 1: 1001 W CLARENDON STREET 2: NO 2300 CITY: PHOENIX STATE: AZ ZIP: 85013 FORMER COMPANY: FORMER CONFORMED NAME: NBS NATIONAL BENEFIT SERVICES INC DATE OF NAME CHANGE: 19910114 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VISION SERVICES INC DATE OF NAME CHANGE: 19900117 SC 13E4/A 1 AMENDMENT TO SCHEDULE 13E4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 13E-4 (Amendment No. 2) Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) AVESIS INCORPORATED ------------------- (Name of the Issuer) AVESIS INCORPORATED ------------------- (Name of Person Filing Statement) Class A, Nonvoting Cumulative Convertible Preferred Stock, Series 2 ------------------------------------------------------------------- (Title of Class of Securities) 053650-20-6 ----------- (CUSIP Number of Class of Securities) Mr. Joel H. Alperstein Treasurer Avesis Incorporated 3724 North Third Street Suite 300 Phoenix, Arizona 85012 (602) 241-3400 with copies to Walter J. Skipper, Esq. Quarles & Brady 411 E. Wisconsin Avenue Milwaukee, Wisconsin 53202-4497 (414) 277-5119 - -------------------------------------------------------------------------------- (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Person Filing Statements.) April 23, 1998 - -------------------------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee: Transaction Value $727,837.50 Amount of Fee $146* *Paid with the filing of the Schedule 13E-4 on April 27, 1998. This Amendment No. 2 to Schedule 13E-4 Issuer Tender Offer Statement is being filed by Avesis Incorporated. Avesis Incorporated is the issuer of the class of securities which is the subject of the Schedule 13E-4 transaction. A copy of the Offer to Exchange was previously filed as an Exhibit hereto. The information contained in the Offer to Exchange is incorporated by reference in answer to the items of this Issuer Tender Offer Statement and the Cross Reference Sheet set forth below shows the location in the Offer To Exchange of the information required to be included in response to the items of this Issuer Tender Offer Statement. The information contained in the Offer to Exchange, including all exhibits and annexes thereto, is hereby expressly incorporated by reference and the responses to each item herein are qualified in their entirety by reference to the information contained in the Offer to Exchange and the exhibits and annexes thereto. The Company also amends the conditions of the Offer as set forth on pages 38-40 of the Offer to Exchange to provide that all conditions must be satisfied or waived prior to the Expiration Date (as defined in the Offer to Exchange). Cross Reference Sheet --------------------- (Pursuant to General Instructions to Schedule 13E-4)
Schedule 13E-4 Item Number and Caption Caption in Offer to Exchange (for incorporation by - -------------------------------------- -------------------------------------------------- reference) ---------- 1. Security and Issuer The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. (a) Name of issuer and address of principal executive "The Company" office. (b) State exact title and amount of securities "Intention of Directors and Executive Officers," outstanding of the class of security being sought "The Exchange Offer," and "Description of Capital as of the most recent practicable date; the exact Stock" amount of such securities being sought and the consideration being offered therefor; whether any such securities are to be purchased from any officer, director or affiliate of the issuer, and the details of each such transaction. (c) Identify the principal market in which such "Market and Trading Information" securities are being traded and, if the principal market is an exchange, state the high and low sales prices for such securities as reported in the consolidated transaction reporting system or, if not so reported, on such principal exchange for each quarterly period during the last two years. If the principal market is not an exchange, state the range of high and low bid quotations for each quarterly period during the past two years, the source of such quotations, and if there is currently no established trading market for such securities (excluding limited or sporadic) furnish a statement to that effect.
-2- (d) Name and address of person filing this statement, Not applicable if other than the issuer, and the nature of the affiliation between such person and the issuer. 2. Source and Amount of Funds or Other Considerations The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. (a) State the source and total amount of funds or "The Exchange Offer" and "Description of Capital other consideration for the purchase of the Stock" maximum amount of securities for which the tender offer is being made. (b) If all or any part of such funds or other Not applicable consideration is, or is expected to be borrowed, directly or indirectly, for the purpose of the tender offer: (1) provide a summary of each such loan Not applicable agreement or arrangement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and other material terms or conditions relative to such loan agreement; (2) briefly describe any plans or Not applicable arrangements to finance or repay such borrowings, or if no such plans or arrangements have been made, make a statement to that effect. 3. Purpose of the Tender Offer and Plans or The Company hereby incorporates by reference the Proposals of the Issuer or Affiliate information set forth in the sections captioned in the Offer to Exchange. (a) The acquisition by any person of additional "Background and Purposes of the Exchange Offer; securities of the issuer, or the disposition of Certain Effects" securities of the issuer. (b) Extraordinary corporate transaction, such as a Not applicable merger, reorganization or liquidation involving the issuer or any of its subsidiaries. (c) Sale or transfer of a material amount of assets of Not applicable the issuer or any of its subsidiaries.
-3- (d) Any change in the present board of directors or Not applicable management of the issuer including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer. (e) Any material change in dividend rate or policy, or "Background and Purposes of the Exchange Offer; indebtedness or capitalization of the issuer. Certain Effects" (f) Any other material change in the issuer's The Exchange Offer will result in no intended corporate structure or business, including, if the changes to the corporate structure or business. issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940. (g) Change in the issuer's charter, bylaws or The Exchange Offer will result in no intended instruments corresponding thereto or other actions changes to the charter, bylaws or instruments which may impede the acquisition of control of the thereto. issuer by any person. (h) Causing a class of equity security of the issuer Not applicable as described in "Market and Trading to be delisted from a national securities exchange Information" or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i) A class of equity security of the issuer becoming "Certain Effects on Non-Tendering Holders" eligible for termination of registration pursuant to Section 12(g)(4) of the Act. (j) Suspension of the issuer's obligation to file Not applicable reports pursuant to Section 15(d) of the Act. 4. Interest in Securities of the Issuer The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. "Management" 5. Contracts, Arrangements, Understandings or Relationships The Company hereby incorporates by reference the with Respect to the Issuer's Securities information set forth in the sections captioned in the Offer to Exchange. "Management" 6. Persons Retained, Employed or to Be Compensated The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. "Management"
-4- 7. Financial Information The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. (a) Material financial data (1) Audited financial statements for the two "1997 Form 10-KSB" attached as Annex B fiscal years required to be filed with the issuer's most recent annual report under Sections 13 and 15(d) of the Act. (2) Unaudited balance sheets and comparative "Business--Proforma Financial Statements" year-to-date income statements and statements of cash flows and related earnings per share amounts required to be included in the issuer's most recent quarterly report filed pursuant to the Act. (3) Ratio of earnings to fixed charges for Not applicable the two most recent fiscal years and the interim periods provided under Item 7(a)(2). (4) Book value per share as of the most "Business--Proforma Financial Statements" recent fiscal year end and as of the date of the latest interim balance sheet provided under Item 7(a)(2). (b) Pro forma data disclosing the effect of the tender offer on: (1) Issuer's balance sheet as of the most "Business-- Proforma Financial Statements" recent fiscal year end and the latest interim balance sheet provided under Item 7(a)(2). (2) Issuer's statement of income, earnings "Business--Proforma Financial Statements" per share amounts, and ratio of earnings to fixed charges for the most recent fiscal year and the latest interim period provided under Item 7(a)(2). (3) Issuer's book value per share as of the "Business--Proforma Financial Statements" most recent fiscal year end and as of the latest interim balance sheet date provided under Item 7(a)(2).
-5- 8. Additional Information The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. (a) Any present or proposed contracts, arrangements, Not applicable understandings or relationships between the issuer and its executive officers, directors or affiliates (other than any contract, arrangement or understanding required to be disclosed pursuant to Item 5 of this Schedule). (b) Applicable regulatory requirements which must be Not applicable complied with or approvals which must be obtained in connection with the tender offer. (c) Applicability of the margin requirements of Not applicable Section 7 of the Act and the regulations promulgated thereunder. (d) Material pending legal proceedings relating to the Not applicable tender offer, including the name and location of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto and a brief summary of the proceedings and the relief sought. (e) Additional material information, if any as may be Not applicable necessary to make the required statements, in light of the circumstances under which they are made, not materially misleading. 9. Material to be Filed as Exhibits The Company hereby incorporates by reference the information set forth in the sections captioned in the Offer to Exchange. (a) (1) Offer to Exchange, dated April 23, 1998.* (2) Cover letter to Shareholders, dated April 23, 1998.* (3) Letter of Transmittal.* (4) Notice of Guaranteed Delivery.* (5) Letter to Clients.* (6) Letter to Broker, Dealers, Commercial Banks, Trust Companies, and Other Nominees* (7) Letter to Holders of the Series 2 Shares dated May 18, 1998. * Previously filed
-6- (b) Any loan agreement referred to in Item 2 of this Not applicable Schedule. (c) Any document, setting forth the terms of any Not applicable contract, arrangements, understandings or relationships referred to in Items 5 or 8(a) of this Schedule. (d) Any written opinion prepared by legal counsel at Not applicable the request of the person filing this statement and communicated to such person pertaining to the tax consequences of the tender offer. (e) In an exchange offer where securities of the Not applicable issuer have been or are to be registered under the Securities Act of 1933, any prospectus filed with the Commission in connection with the registration statement. (f) If any oral solicitation of security holders is to Not applicable be made by or on behalf of the person filing this statement, any written instruction, form or other material which is furnished to the persons making the actual oral solicitation for their use, directly or indirectly, in connection with the tender offer.
-7- 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: May 20, 1998. AVESIS INCORPORATED BY: /s/ Joel H. Alperstein ------------------------------------- Joel H. Alperstein, Treasurer -8- EX-20 2 LETTER TO HOLDERS OF THE SERIES 2 DATED 5/18/98. [AVESIS INCORPORATED LETTERHEAD] May 18, 1998 To Holders of Avesis Incorporated Class A, Nonvoting Cumulative Convertible Preferred Stock, Series 2 ("Series 2 Shares") Introduction As we approach the Exchange Offer May 27, 1998 expiration date and in addition to the information set forth in the Offer to Exchange, dated April 23, 1998, and the Letter of Transmittal, holders of Avesis Incorporated (the "Company") Series 2 Shares should carefully consider the following information in deciding whether to tender Series 2 Shares for shares of Class A, Senior Nonvoting Cumulative Convertible Preferred Stock, Series A ("Series A Shares") on the terms and subject to the conditions set forth in the Offer to Exchange, the related Letter of Transmittal, and this supplemental letter (collectively the "Exchange Offer"). The Company invites its shareholders to exchange Series 2 Shares for Series A Shares on a share-for-share basis. As described in the Offer to Exchange, the Series A Shares have more favorable convertibility terms (i.e. convertible into 10 shares of Common Stock), senior liquidation rights and senior dividend rights (with an annual dividend of $.3375) as compared to the Series 2 Shares. Please review the Offer to Exchange which describes and contrasts the features of Series A Shares and Series 2 Shares. Expiration Date The Exchange Offer is set to expire at 5:00 p.m. New York time on May 27, 1998, unless extended by the Company. All tenders must be received prior to the Expiration Date. Securities Law Consideration The Exchange Offer is being made by the Company in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended ("Securities Act"), afforded by Section 3(a)(9) thereof and under certain state law exemptions. The Exchange Offer is being made to all holders of Series 2 Shares in the states of Arizona, California, Colorado, Connecticut, Florida, Georgia, Indiana, Maryland, New Jersey, New York, Tennessee and Virginia. These are all the states where a holder of Series 2 Shares is known by the Company to reside. The Company is not aware of any state where a shareholder resides and the making of the Exchange Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of an Exchange Offer or a shareholder residing in any state other than listed above, the Company will make a good faith effort to comply with such statutes and regulations. If, after such good faith effort, the Company cannot comply with such statute, the Exchange Offer will not be made to nor will tenders be accepted from or on behalf of holders of Series 2 Shares in such state. Withdrawal Date As described at page 38 of the Offer to Exchange, tenders of Series 2 Shares may be withdrawn at any time until the Expiration Date and, if not otherwise accepted for exchange by the Company, at any time after June 19, 1998. How to Tender If holding Series 2 Shares registered with the Company, a holder electing to tender Series 2 Shares in the Exchange Offer should either (a) complete the Letter of Transmittal and mail or deliver the Letter of Transmittal with the stock certificates representing the tendered Series 2 Shares and any other required documents to the Exchange Agent at the address set forth on the cover page of the Letter of Transmittal, or (b) effect a tender of Series 2 Shares pursuant to the procedures for book-entry transfer as set forth under "The Exchange Offer--How to Tender in the Exchange Offer." If your Series 2 Shares are held with a broker or commercial bank, you can only tender by requesting your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. Holders will not be obligated to pay the Company any brokerage commissions in connection with the Exchange Offer. Facsimile copies of the Letter of Transmittal will be accepted from Eligible Institutions (as defined in the Offer to Exchange). The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each shareholder or his or her broker, dealer, commercial bank, trust company or nominee to the Depository (as defined in the Exchange Offer) at one of its addresses set forth below. 2 The Depository for the Exchange Offer is: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By Mail: Facsimile Transmission: By Hand: (for Eligible Institutions Only) Continental Stock Transfer (212) 509-5150 Continental Stock Transfer & Trust Company Confirm by Telephone: & Trust Company 2 Broadway (212) 509-4000, ext. 235 2 Broadway, 19th Floor New York, NY 10004 New York, NY 10004 Attn: Reorganization Department Attn: Reorganization Department
* * * * * If you have any questions, please call Joel Alperstein, Treasurer, at 1-800-522-0258, Extension 204. Sincerely, Kenneth L. Blum, Sr. 3 -----END PRIVACY-ENHANCED MESSAGE-----