Amended Tender Offer Statement by Third Party (sc To-t/a)
November 25 2016 - 1:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Amendment
No. 4
TENDER OFFER STATEMENT UNDER 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 S. Dixon,
Esq.
Gusrae
Kaplan Nusbaum PLLC
120
Wall Street, 25
th
Floor
New
York, NY 10005
212-269-1400
CALCULATION
OF FILING FEE
|
|
|
Transaction
Valuation
*
|
|
Amount
of Filing Fee*
|
$3,334,766.40
|
|
$335.81
|
*
|
Estimated solely for purposes
of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”). The transaction valuation was calculated by multiplying (i) the 2,778,972 outstanding shares of common stock
of Siebert Financial Corp. (“
Siebert
”), par value $0.01 per share (the “
Shares
”) which
are subject to the Offer (as defined below), multiplied by the offer price of $1.20 per Share. The calculation of the filing
fee is based on information provided by Siebert as of September 29, 2016.
|
**
|
The filing fee was calculated in accordance
with Rule 0-11 under the Exchange Act and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying
the transaction value by 0.0001007.
|
|
|
x
|
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: $
335.81
|
|
Filing
Party: Kennedy Cabot Acquisition, LLC
|
Form
or Registration No.: Schedule TO
|
|
Date
Filed: September 6, 2016
|
o
|
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:
|
x
|
third-party tender offer subject to Rule 14d-1.
|
|
o
|
issuer tender offer subject to Rule 13e-4.
|
|
o
|
going-private transaction subject to Rule 13e-3.
|
|
o
|
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
o
If applicable, check
the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
o
|
Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
o
|
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This Amendment
No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any and all
subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission
on September 6, 2016 by Kennedy Cabot Acquisition, LLC., a Nevada limited liability corporation (“Purchaser”). The
Schedule TO relates to the offer by Purchaser to purchase 2,778,972 shares of common stock of Siebert Financial Corp., a New York
corporation (“Siebert”), par value $0.01 per share (each, a “Share”, and collectively, the “Shares”),
that represent all of the issued and outstanding Shares other than the 19,310,000 Shares owned by the Estate of Muriel F. Siebert,
at a purchase price of $1.20 per Share, net to the seller in cash, without interest thereon and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 6, 2016 (as it may be amended
or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (which, together
with the Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”),
copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise
set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference
to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Schedule TO.
Items 1 through
9 and Item 11.
The Offer to
Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information
contained in the Offer to Purchase, are hereby amended and supplemented as follows:
·
|
The
following paragraph is added as the first paragraph on the cover page of the Offer to
Purchase and as the last paragraph on page (i) of the “Summary Term Sheet”
of the Offer to Purchase:
|
|
|
|
“The
Offer was scheduled to expire at 5:00 PM, Eastern Time on November 25, 2016. The Offer is extended until 5:00 PM, Eastern Time
on December 13, 2016, unless further extended. American Stock Transfer & Trust Company LLC, the depositary for the Offer, has
indicated that as of 5:00 PM, Eastern Time on November 22, 2016, approximately 22,088,972 Shares were issued and outstanding, and
662,103 Shares have been tendered into and not properly withdrawn from the Offer.”
|
Item 12. Exhibits.
Item 12 of the Schedule TO
is hereby amended and supplemented by adding the following exhibits:
Index No.
(a)(5)(H)
Press Release issued by Kennedy Cabot Acquisition, LLC on November 25, 2016.
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: November 25, 2016
|
|
|
|
KENNEDY CABOT ACQUISITION,
LLC
|
|
|
|
|
By:
|
/s/ Gloria
E. Gebbia
|
|
Name:
|
Gloria E. Gebbia
|
|
Title:
|
Manager
|
EXHIBIT INDEX
|
|
Exhibit No.
|
Description
|
|
|
(a)(1)(A)
|
Offer to Purchase, dated September 6, 2016*
|
|
|
(a)(1)(B)
|
Form of Letter of Transmittal (including
Guidelines for Certificate of Taxpayer Identification Number on IRS W-9)*
|
|
|
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery*
|
|
|
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees*
|
|
|
(a)(1)(E)
|
Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees*
|
|
|
(a)(5)(A)
|
Joint press release issued by the Siebert
Financial and Purchaser dated September 2, 2016*
|
|
|
(a)(5)(B)
|
Form of communication to Siebert Financial’s
employees, first used or made available on September 2, 2016*
|
|
|
(a)(5)(C)
|
Form of communication to Siebert Financial’s
customers, first used or made available on September 2, 2016*
|
|
|
(a)(5)(D)
|
Form of summary advertisement, published
in The
New York Times
on September 6, 2016*
|
|
|
(a)(5)(E)
|
Press Release issued by Kennedy Cabot Acquisition,
LLC on September 29, 2016.*
|
|
|
(a)(5)(F)
|
Press Release issued by Kennedy Cabot Acquisition,
LLC on October 27, 2016.*
|
|
|
(a)(5)(G)
|
Press Release issued by Kennedy Cabot Acquisition, LLC on November 7, 2016.*
|
|
|
(a)(5)(H)
|
Press Release issued by Kennedy Cabot Acquisition, LLC on November 25, 2016.
|
|
|
(b)
|
Not applicable
|
|
|
(d)(1)
|
Acquisition Agreement between Siebert Financial
Corp., The Estate of Muriel F. Siebert and Kennedy Cabot Acquisition, LLC dated as of September 1, 2016*
|
|
|
(g)
|
Not applicable
|
|
|
(h)
|
Not applicable
|
* Previously filed
Siebert Financial (NASDAQ:SIEB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Siebert Financial (NASDAQ:SIEB)
Historical Stock Chart
From Sep 2023 to Sep 2024