Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE TO
(Rule
14d-100)
Tender Offer Statement under Section 14(d)(1) or
Section 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
_______________________________
SECURITY LAND & DEVELOPMENT CORPORATION
(Name
of Subject Company (Issuer))
AB VALUE PARTNERS, LP (OFFEROR)
AB OPPORTUNITY FUND, LLC (OFFEROR)
AB VALUE MANAGEMENT, LLC (CONTROL PERSON OF OFFERORS)
(Name
of Filing Persons)
Common Stock, Par Value $0.10 per share
(Title
of Class of Securities)
814348108
(CUSIP
Number of Class of Securities)
Andrew Berger
AB Value Management, LLC
84 Elm Street
Westfield, New Jersey 07090
(732) 701-7008
(Name,
address, and telephone number of person authorized to receive
notices and communications on behalf of filing
persons)
With a copy to:
Lori A. Gelchion
Rogers & Hardin LLP
2700 International Tower
229 Peachtree Street NE
Atlanta, GA 30303
(404) 522-4700
_______________________________
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$9,087,937.25
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$1,053.29
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(1)
Estimated for
purposes of calculating the filing fee only. This amount assumes
the purchase of: (1) 5,243,107 shares of common stock of Security
Land & Development Corporation (“Security Land &
Development”) outstanding as of February 10, 2017, as set
forth in Security Land & Development’s Quarterly Report
on Form 10-Q for the quarter ended December 31, 2016, less 50,000
shares of Security Land & Development common stock owned by an
affiliate of Purchasers (as defined herein).
(2)
The amount of the
filing fee is calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, by multiplying the
transaction valuation by .0001159. Previously paid.
⬜ Check
box if any part of the fee is offset as provided by 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.
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Amount Previously
Paid: N/A
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Filing Party:
N/A
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Form or
Registration No.: N/A
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Date Filed:
N?A
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⬜ Check
the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which
the statement relates:
☑
third-party tender
offer subject to Rule 14d-1.
⬜ issuer
tender offer subject to Rule 13e-4.
⬜ going-private
transaction subject to Rule 13e-3.
⬜ amendment
to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the
results of the tender offer: ⬜
If
applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
⬜ Rule
13e-4(i) (Cross-Border Issuer Tender Offer).
⬜ Rule
14d-1(d) (Cross-Border Third-Party Tender Offer).
SCHEDULE TO
This
Amendment No. 2 (“Amendment No. 2”) amends and
supplements the Tender Offer Statement on Schedule TO originally
filed on April 7, 2017, and amended by Amendment No. 1 thereto
filed on May 3, 2017 (which, together with all amendments and
supplements thereto, collectively constitute the “Schedule
TO”), relating to the offer by AB Value Partners, LP, a
Delaware limited partnership (“ABVP”), and AB
Opportunity Fund, LLC, a Delaware limited liability company
(“ABOF” and, together with ABVP,
“Purchasers”), to purchase all of the outstanding
shares of common stock, $0.10 par value per share (the
“Shares”), in Security Land & Development
Corporation, a Georgia corporation (“Security Land &
Development” or the “Company”), at a purchase
price of $1.75 per share, in cash, without interest and less any
required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase (the “Offer to
Purchase”) and in the related Letter of Transmittal (the
“Letter of Transmittal”), each dated April 7, 2017 and
amended on May 3, 2017, and as each may be supplemented or amended
from time to time (which, together with all such amendments and
supplements, collectively constitute the
“Offer”).
All the
information set forth in the Offer to Purchase is incorporated by
reference herein in response to Items 1 through 9 and Item 11 in
the Schedule TO, and is supplemented by the information
specifically provided by this Amendment No. 2. Capitalized terms
used in this Amendment No. 2 that are not otherwise defined herein
shall have the meaning given to such terms in the Offer to
Purchase.
Items 1 Through 9; Item 11.
The
Offer to Purchase and the Schedule TO, to the extent Items 1
through Items 9 and Item 11 incorporate by reference the
information contained in the Offer to Purchase, are hereby amended
and supplemented to include the following:
1.
Extension of Expiration Date. Purchasers
have extended the Expiration Date of the Offer until 5:00 p.m., New
York City time, on May 19, 2017, unless the Offer is further
extended. (The Offer had previously been scheduled to expire at
5:00 p.m., New York City time, on May 16, 2017.) Accordingly, the
Offer to Purchase is amended by amending each reference to the
Expiration Date to be 5:00 p.m., New York City time, on May 19,
2017, unless the Offer is further extended, including, without
limitation, each such reference in the Offer to Purchase on its
cover page, in the section entitled “Summary Term
Sheet” (including, without limitation, in response to the
question “How long do I have to decide whether to tender in
the Offer?”), in the section entitled
“Introduction”, in the section entitled “The
Offer” and in each other reference to the Expiration Date in
the Offer to Purchase or Letter of Transmittal. Specifically, the
date “May 16, 2017” is amended and replaced by
“May 19, 2017” in each place it appears.
2.
Tenders to Date. The Depositary has
advised that, as of 5:00 p.m., New York City time, on May 11, 2017,
approximately 25,000 Shares have been tendered in the Offer and not
withdrawn.
Item 12
Exhibits.
Exhibit
12 of the Schedule TO is hereby supplemented by adding the
following Exhibit.
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ExhibitN umber
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Description
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Press
Release issued by Purchasers, dated May 12, 2017.
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SIGNATURE
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 12, 2017
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AB
VALUE PARTNERS, LP
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By:
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/s/ Andrew
Berger
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Name:
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Andrew
Berger |
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Title:
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Manager |
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AB
OPPORTUNITY FUND, LLC
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By:
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/s/ Andrew
Berger
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Name:
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Andrew
Berger
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Title:
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Manager
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AB
VALUE MANAGEMENT, LLC
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By:
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/s/ Andrew
Berger
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Name:
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Andrew
Berger
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Title:
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Manager
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EXHIBIT INDEX
Exhibits
filed as a part of this Schedule TO are listed below.
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Exhibit Number
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Description
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(a)(1)(A)
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Offer
to Purchase, dated April 7, 2017.*
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(a)(1)(B)
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Form of
Letter of Transmittal.*
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(a)(1)(C)
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Form of
Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
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(a)(1)(E)
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Form of
Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(1)(F)
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Text of
Summary Advertisement, dated April 7, 2017.*
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(a)(1)(G)
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Letter
to Shareholders of Security Land & Development Corporation,
dated April 7, 2017.*
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(a)(5)(A)
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Press
Release issued by Purchasers, dated April 1, 2017.*
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(a)(5)(B)
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Press
Release issued by Purchasers, dated May 2, 2017.*
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Press
Release issued by Purchasers, dated May 12, 2017.
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(d)
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Not
Applicable.
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(g)
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Not
Applicable.
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(h)
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Not
Applicable.
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____________
*
Previously filed.