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. 3/Final)
_______________________________
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
Transaction Valuation(1)
|
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.
|
Amount Previously
Paid: N/A
|
Filing Party:
N/A
|
|
Form or
Registration No.: N/A
|
Date Filed:
N/A
|
☐
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. 3 (“Amendment No. 3”) 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 and Amendment No. 2 thereto filed on May 12,
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 (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, 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 May 22, 2017 (which, together with all
such amendments and supplements, collectively constitute the
“Offer”).
This
Amendment No. 3 is the final amendment to the Schedule TO and
is being filed in satisfaction of the reporting requirements of
Rule 14d-3(b)(2) promulgated under the Securities Exchange Act of
1934, as amended. 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. 3.
Capitalized terms used in this Amendment No. 3 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.
Expiration of Offer. The Offer expired
at 5:00 p.m., New York City time, on May 19, 2017 (the
“Expiration Time”) as scheduled and was not further
extended. The Depositary has advised that, as of the Expiration
Time, a total of 42,883 Shares have been validly tendered in the
Offer and not properly withdrawn. Purchasers accepted for purchase
all of the Shares validly tendered and not properly withdrawn
pursuant to the Offer, and the consideration for all such Shares
promptly will be paid in accordance with the terms of the
Offer.
Exhibit
12 of the Schedule TO is hereby supplemented by adding the
following Exhibit.
ExhibitNumber
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Description
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Press
Release issued by Purchasers, dated May 22, 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 22, 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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|
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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.
ExhibitNumber
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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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(a)(5)(C)
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Press
Release issued by Purchasers, dated May 12, 2017. *
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Press
Release issued by Purchasers, dated May 22, 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.