UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 5)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
McRAE INDUSTRIES, INC.
(Name of Issuer)
McRAE INDUSTRIES, INC.
D. GARY McRAE
JAMES W. McRAE
(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, $1.00 PAR VALUE
CLASS B COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
582757209
582757308
(Respective CUSIP Numbers of Classes of Securities)
Marvin G. Kiser, Sr.
Vice President of Finance
400 North Main Street
Mount Gilead, North Carolina 27306
910-439-6147
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
Mark R. Busch, Esq.
Kennedy Covington Lobdell & Hickman, L.L.P.
214 N. Tryon St., Suite 4700
Charlotte, North Carolina 28202
(704) 331-7400
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS: APPROVED OR
DISAPPROVED OF THE TRANSACTION; PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION; OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
| |
|
This statement is filed in connection with (check the appropriate box): |
| |
|
|
|
|
x
|
|
a.
|
|
The filing of solicitation
materials or an information statement subject to Regulation 14A,
Regulation 14(C) or
Rule 13e-3(c) under the Securities Exchange Act of 1934. |
|
|
|
|
|
o
|
|
b.
|
|
The filing of a registration statement under the Securities Act of 1933. |
|
|
|
|
|
o
|
|
c.
|
|
A tender offer. |
|
|
|
|
|
o
|
|
d.
|
|
None of the above. |
|
|
|
|
|
| |
|
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies o. |
1
INTRODUCTION
This Amendment No. 5 (this “Final Amendment”) to the Transaction Statement on Schedule 13E-3
(“Schedule 13E-3”) is being filed by McRae Industries, Inc., a Delaware corporation (the
“Company”), D. Gary McRae and James W. McRae pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended (“Exchange Act”), and Rule 13e-3 promulgated thereunder. This Final
Amendment amends the Schedule 13E-3 filed by such parties with the Securities and Exchange
Commission on June 10, 2005, as amended on July 22, 2005, August 19, 2005, September 29, 2005 and
October 13, 2005. All information below should be read in conjunction with the information
contained or incorporated by reference in the Schedule 13E-3, as previously amended. This Final
Amendment is filed pursuant to
Rule 13e-3(d)(3) promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), to report the consummation of the transaction on December 1,
2005.
Item 4. Terms of the Transaction.
Item 4 is hereby amended and supplemented by adding the following:
On December 1, 2005, the transaction became effective by the filing with the Secretary of
State of Delaware of certificates of amendment to the Company’s certificate of incorporation which
effected a 1-for-200 reverse stock split, followed immediately by a 200-for-1 forward stock split,
of the outstanding shares of both classes of its common stock (Class A and Class B). As a result
of the transaction, stockholders holding fewer than 200 shares of the Company’s common stock (Class
A or Class B) immediately before the transaction had such shares cancelled and converted into the
right to receive from the Company a cash payment of $14.25 for each such share owned before the
reverse stock split.
Item 10. Source and Amounts of Funds or Other Consideration.
Item 10 is hereby amended and supplemented as follows by adding the following:
As discussed in the proxy statement for the Special Meeting of Stockholders held to consider
the transaction, in preparation for the anticipated implementation of the transaction the Company
established a process through the Depository Trust Company whereby beneficial owners who held fewer
than 200 shares of a particular class of common stock in “street name” were able to submit their
shares so that they could be cashed out in the transaction. Through this process a significantly
greater number of shares were submitted than was anticipated. As a result, the actual number of
shares cashed out in the transaction increased from the estimated amount of 56,140 to approximately
192,000 and the cost to purchase these shares, after estimated transaction expense of $190,000,
increased from $800,000 to approximately $2.7 million.
Item 15. Additional Information.
Item 15 is amended and supplemented by adding the following:
The transaction was approved by the Company’s stockholders at a Special Meeting of
Stockholders held on November 17, 2005.
3