Written Communication Relating to an Issuer or Third Party (sc To-c)
September 02 2016 - 11:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(RULE
14d-100)
Tender
Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities
Exchange Act of 1934
Siebert
Financial Corp.
(Name
of Subject Company)
Kennedy
Cabot Acquisition, LLC
(Offeror)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
826176109
(Cusip
Number of Class of Securities)
Gloria
E. Gebbia
Kennedy
Cabot Acquisition, LLC
Chief
Executive Officer
24100
Calabasas Road
Calabasas,
CA 91302
(212)514-8369
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies
to:
Lawrence
G. Nusbaum, Esq.
Martin
H. Kaplan, Esq.
Bryan
Dixon, Esq.
Gusrae
Kaplan Nusbaum PLLC
120
Wall Street, 25
th
Floor
New
York, NY 10005
212-269-1400
CALCULATION
OF FILING FEE
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Transaction
Valuation
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Amount
of Filing Fee*
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Not
Applicable*
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Not
Applicable*
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*
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A filing fee is not required
in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender
offer.
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o
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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: Not applicable.
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Filing
Party: Not applicable.
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Form
or Registration No.: Not applicable.
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Date
Filed: Not applicable.
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x
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Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes
below to designate any transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results of the tender offer
o
If applicable, check
the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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o
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Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
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o
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Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
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This filing
relates solely to the following preliminary communications made before the planned tender offer by Kennedy Cabot Acquisition,
LLC, a Nevada limited liability company (“
Purchaser
”) of a portion of the outstanding capital
stock of Siebert Financial Corp., a New York corporation (“
Siebert Financial
”), pursuant to the terms
of an Acquisition Agreement dated as of September 1, 2016, among Siebert Financial, the Estate of Muriel F. Siebert (the “
Siebert
Estate
”) and the Purchaser:
(1) a
joint press release issued by Siebert Financial and Purchaser dated September 2, 2016, a copy of which is attached hereto
as Exhibit 99.1 and incorporated herein by reference;
(2) a
form of communication to Siebert Financial’s employees first used or made available on September 2, 2016, a copy of which
is attached hereto as Exhibit 99.2 and incorporated herein by reference; and
(3) a
form of communication to Siebert Financial’s customers, first used or made available on September 2, 2016, a copy of which
is attached hereto as Exhibit 99.3 and incorporated herein by reference.
The
information set forth under Items 1.01 and 9.01 of the Current Report on Form 8-K filed by Siebert Financial on September 2, 2016
(including all exhibits attached thereto) is incorporated herein by reference.
Notice to Investors
This communication
is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities
of Siebert Financial. The tender offer for certain shares of the outstanding common stock of Siebert Financial has not
yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement
(including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed
on Schedule TO by Purchaser with the SEC, and soon thereafter the Siebert Financial will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer. Siebert Financial’s shareholders are advised to read these documents
and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they
contain important information. Siebert Financial’s shareholders may obtain copies of these documents for free at the SEC’s
website at www.sec.gov or by contacting Siebert Financial’s investor relations department at Siebert Financial Corp., 885
Third Avenue, New York, New York 10022, Attention: Investor Relations.
Forward Looking Statements
This communication contains
“forward-looking statements” (as defined in the Securities Litigation Reform Act of 1995) regarding, among other things,
future events. Words such as “anticipate,” “expect,” “intend,” “believe,” and
words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking
statements. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about
the benefits of the proposed transaction; Siebert Financial’s and Kennedy Cabot’s plans, objectives, expectations
and intentions; the expected timing of completion of the proposed transaction; and other statements relating to the transaction
that are not historical facts. Forward-looking statements are based on information currently available to Siebert Financial and
involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject
to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated
by such forward-looking statements. With respect to the proposed transaction between Siebert Financial and Kennedy Cabot, these
factors could include, but are not limited to: regulatory approval being a condition of the transaction; the risk that a condition
to closing of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which
may be longer than anticipated for various reasons; the diversion of management time on transaction-related issues; changes in
the general economic environment, or social or political conditions, that could affect the businesses; and the potential impact
of the announcement or consummation of the proposed transaction on relationships with customers, competitors, management and other
employees.
Additional information concerning
other risk factors is also contained in Siebert Financial’s most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings.
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: September 2, 2016
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KENNEDY
CABOT ACQUISITION, LLC
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By:
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/s/
Gloria E. Gebbia
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Name:
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Gloria
E. Gebbia
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Title:
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Manager
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Joint
press release issued by Siebert Financial and Purchaser dated September 2, 2016
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99.2
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Form
of communication to Siebert Financial’s employees, first used or made available
on September 2, 2016
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99.3
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Form
of communication to Siebert Financial’s customers, first used or made available
on September 2, 2016
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