SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13E-3
(Amendment No. 3)
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Trover Solutions, Inc.
| Thomas Weisel Capital Partners, L.P. Tailwind Capital Partners LLC TWP CEO Founders’ Circle (QP), L.P. TWP CEO Founders’ Circle (AI), L.P. Thomas Weisel Capital Management LLC Thomas Weisel Partners Group LLC Thomas Weisel Capital Partners Employee Fund, L.P. TSI Holding Co., Inc. |
TSI Acquisition Co., Inc. Patrick B. McGinnis Robert G. Bader, Jr. Mark J. Bates Robert L. Jefferson Debra M. Murphy Douglas R. Sharps Trover Solutions, Inc. |
(Names of Person(s) Filing Statement)
Common Stock, par value $.001 per share
(Title of Class of Securities)
42220K101
(CUSIP Number of Class of Securities)
| Douglas M. Karp Managing Partner Tailwind Capital Partners LLC 390 Park Avenue, 17th Floor New York, New York 10022 Telephone: (212) 271-3700 |
Jill L. Force, Chair, Special Committee of the Board of Directors Trover Solutions, Inc. 1600 Watterson Tower Louisville, Kentucky 40218 Telephone: (502) 454-1340 |
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
| John T. Capetta Kelley Drye & Warren LLP Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901 Telephone (203) 324-1400 |
John A. Healy Clifford Chance US LLP 31 West 52nd Street New York, New York 10019 Telephone: (212) 878-8000 |
This statement is filed in connection with (check the appropriate box):
a.
|
þ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b.
|
o | The filing of a registration statement under the Securities Act of 1933. | ||
c.
|
o | A tender offer. | ||
c.
|
o | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee | |
| $63,463,551 | $8,041 |
þ
|
For purposes of calculating the filing fee only, the transaction valuation was based upon the sum of (i) the product of 8,504,163 shares of common stock, par value $0.001 per share, of Trover Solutions, Inc. and the merger consideration of $7.00 per share and (ii) the proposed aggregate cash payment of $3,934,410 to be paid to persons holding options to acquire shares of common stock of Trover Solutions, Inc. in consideration of cancellation of such options. The filing fee is equal to $8,041. | |
þ
|
Check the box if any part of the fee is offset as provided by Exchange Act 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:
|
$ | 8,041 | Filing Party: | Trover Solutions, Inc. | ||||
Form or Registration No.:
|
Schedule 14A, File No. 000-22585 | Dates Filed: | March 11, 2004 and April 30, 2004 | |||||
Introduction
This Amendment No. 3 (this “Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended, the “Schedule 13E-3”), first filed March 11, 2004, as amended April 30, 2004 and May 27, 2004, is being filed by Thomas Weisel Capital Partners, L.P. (“TWCP”); Tailwind Capital Partners LLC (“Tailwind”); TWP CEO Founders’ Circle (QP), L.P.; TWP CEO Founders’ Circle (AI), L.P.; Thomas Weisel Capital Management LLC; Thomas Weisel Partners Group LLC; Thomas Weisel Capital Partners Employee Fund, L.P.; TSI Holding Co., Inc. (“Parent”); TSI Acquisition Co., Inc. (“Acquisition Corp.”); Patrick B. McGinnis; Robert G. Bader, Jr.; Mark J. Bates; Robert L. Jefferson; Debra M. Murphy; Douglas R. Sharps and Trover Solutions, Inc. (“Trover” and together with the other filing persons, the “Filing Persons”).
The transaction which is the subject of this Schedule 13E-3 is a proposed merger (the “Merger”) of Acquisition Corp. with and into Trover, on the terms and subject to the conditions set forth in an Agreement and Plan of Merger, dated as of February 19, 2004, by and among Parent, Acquisition Corp. and Trover (the “Merger Agreement”). In the Merger each share of Trover’s common stock, par value $.001 per share, that remains outstanding immediately prior to the effective time of the Merger, other than shares held by Parent or Acquisition Corp. or held in treasury by Trover or any subsidiary of Trover, and except for shares as to which the holder thereof duly exercises statutory dissenter’s rights, will be converted into the right to receive $7.00 in cash, without interest.
Patrick B. McGinnis has entered into a definitive agreement with Parent providing for his continued employment with Trover following the merger on terms substantially similar to those contained in his current employment agreement with Trover.
Concurrently with the filing of this Schedule 13E-3, Trover is filing with the Securities and Exchange Commission pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a definitive proxy statement (the “Proxy Statement”) relating to a special meeting of Trover’s stockholders at which the stockholders will be asked to vote on a proposal to adopt the Merger Agreement. The information set forth in the Proxy Statement, including all appendices thereto, is expressly incorporated by reference into this Schedule 13E-3 and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement.
In filing this Schedule 13E-3, the Filing Persons do not concede that Trover is “controlled” by or under common “control” with TWCP; Tailwind; TWP CEO Founders’ Circle (QP), L.P.; TWP CEO Founders’ Circle (AI), L.P.; Thomas Weisel Capital Management LLC; Thomas Weisel Partners Group LLC; Thomas Weisel Capital Partners Employee Fund, L.P.; Parent; Acquisition Corp.; Patrick B. McGinnis; Robert G. Bader, Jr.; Mark J. Bates; Robert L. Jefferson; Debra M. Murphy or Douglas R. Sharps or that any of their respective affiliates is an “affiliate” of Trover within the meaning of Rule 13e-3 under the Exchange Act. The information contained in this Schedule 13E-3 and the Proxy Statement concerning each Filing Person was supplied by that Filing Person and no Filing Person takes responsibility for the accuracy of information relating to any other Filing Person.
ITEM 1. Summary Term Sheet.
The information provided in the Proxy Statement under the captions “Summary” and “Questions and Answers about Voting Procedures and Related Matters” is incorporated herein by reference.
ITEM 2. Subject Company Information.
(a)
|
Name and Address | The information provided in the Proxy Statement under the caption “The Participants” is incorporated herein by reference. | ||
(b)
|
Securities | The information provided in the Proxy Statement under the caption “The Special Meeting — Record Date; Voting Information” is incorporated herein by reference. |
(c)
|
Trading Market and Price | The information provided in the Proxy Statement under the caption “Common Stock Market and Market Price” is incorporated herein by reference. | ||
(d)
|
Dividends | The information provided in the Proxy Statement under the caption “Dividends” is incorporated herein by reference. | ||
(e)
|
Prior Public Offerings | Not applicable. | ||
(f)
|
Prior Stock Purchases | The information provided in the Proxy Statement under the caption “Common Stock Purchase Information—Purchases by Trover” is incorporated herein by reference. | ||
| ITEM 3. Identity and Background of Filing Person. | ||||
(a)–(c)
|
Identity and Background of the Filing Persons | The information provided in the Proxy Statement under the captions “Summary—The Participants”, “The Participants”, “Security Ownership of Certain Beneficial Owners and Management” and in Appendix D is incorporated herein by reference. | ||
| ITEM 4. Terms of the Transaction. | ||||
(a)
|
Material Terms | |||
(1)
|
Tender Offers | Not applicable. | ||
(2)(I) |
Transaction Description | The information provided in the Proxy Statement under the caption “Summary” is incorporated herein by reference. | ||
(2)(ii)
|
Consideration | The information provided in the Proxy Statement under the captions “Summary—Purpose and Effects of the Merger” and “Questions and Answers about Voting Procedures and Related Matters” is incorporated herein by reference. | ||
(2)(iii)
|
Reasons for Transaction | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger”, “Special Factors—Recommendation of the Special Committee and of the Board of Directors; Fairness of the Merger” and “Special Factors—Purpose and Structure of the Merger” is incorporated herein by reference. | ||
(2)(iv)
|
Vote Required for Approval | The information provided in the Proxy Statement under the captions “Summary—Stockholder Approval Required” and “The Special Meeting—Record Date; Voting Information” is incorporated herein by reference. | ||
(2)(v)
|
Differences in the Rights of Security Holders | Not applicable. | ||
(2)(vi)
|
Accounting Treatment | Not applicable. | ||
2
(2)(vii)
|
Income Tax Consequences | The information provided in the Proxy Statement under the captions “Summary—U.S. Federal Income Tax Consequences” and “Material U.S. Federal Income Tax Consequences” is incorporated herein by reference. | ||
(c)
|
Different Terms | The information provided in the Proxy Statement under the caption “Special Factors—Interests of Trover’s Directors and Executive Officers” is incorporated herein by reference. | ||
(d)
|
Appraisal Rights | The information provided in the Proxy Statement under the captions “Summary—Appraisal Rights”, “The Special Meeting—Appraisal Rights” and in Appendix C is incorporated herein by reference. | ||
(e)
|
Provisions for Unaffiliated Security Holders |
Not applicable. | ||
(f)
|
Eligibility for Listing or Trading |
Not applicable. | ||
| ITEM 5. Past Contacts, Transactions, Negotiations And Agreements. | ||||
(a)
|
Transactions. | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Interests of Trover’s Directors and Executive Officers” is incorporated herein by reference. | ||
(b)-(c)
|
Significant Corporate Events; Negotiations or Contacts. | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Interests of Trover’s Directors and Executive Officers” is incorporated herein by reference. | ||
(e)
|
Agreements Involving the Subject Company’s Securities | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Interests of Trover’s Directors and Executive Officers” is incorporated herein by reference. | ||
| ITEM 6. Purposes of the Transaction and Plans or Proposals. | ||||
(b)
|
Use of Securities Acquired | The information provided in the Proxy Statement under the captions “Special Factors—Effects of the Merger” and “Special Factors—Interests of Trover’s Directors and Executive Officers” is incorporated herein by reference. | ||
(c)(1)–(8)
|
Plans | The information provided in the Proxy Statement under the captions “Special Factors—Effects of the Merger” and “Special Factors—Interests of Trover’s Directors and Executive Officers—Management of the Surviving Corporation” is incorporated herein by reference. | ||
| ITEM 7. Purposes, Alternatives, Reasons and Effects. | ||||
(a)-(d)
|
The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger”, “Special Factors—Position of the Tailwind Entities and the Management Investors as to the | |||
3
| Fairness of the Merger”, “Special Factors—Purpose and Structure of the Merger”; “Special Factors—Effects of the Merger” and “Material U.S. Federal Income Tax Consequences” is incorporated herein by reference. | ||||
| ITEM 8. Fairness of the Transaction. | ||||
(a)-(b)
|
Fairness; Factors Considered in Determining Fairness | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger”, “Special Factors—Recommendation of the Special Committee and of the Board of Directors; Fairness of the Merger” and “Special Factors—Position of the Tailwind Entities and the Management Investors as to the Fairness of the Merger” is incorporated herein by reference. | ||
(c)
|
Approval of Security Holders | The information provided in the Proxy Statement under the caption “The Special Meeting—Record Date; Voting Information” is incorporated herein by reference. | ||
(d)
|
Unaffiliated Representative | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger”, “Special Factors—Recommendation of the Special Committee and of the Board of Directors; Fairness of the Merger”, “Special Factors—Position of the Tailwind Entities and the Management Investors as to the Fairness of the Merger” and “Special Factors—Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.” is incorporated herein by reference. | ||
(e)
|
Approval of Directors | The information provided in the Proxy Statement under the captions “Special Factors—Background of the Merger” and “Special Factors—Recommendation of the Special Committee and of the Board of Directors; Fairness of the Merger” is incorporated herein by reference. | ||
(f)
|
Other Offers | The information provided in the Proxy Statement under the caption “Special Factors—Background of the Merger” is incorporated herein by reference. | ||
| ITEM 9. Reports, Opinions, Appraisals and Negotiations. | ||||
(a)-(c)
|
Report, Opinion, or Appraisal; Preparer and Summary of the Report; Availability of Documents | The information provided in the Proxy Statement under the captions “Summary—Opinion of Financial Advisor”, “Special Factors—Background of the Merger”, “Special Factors—Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.” and in Appendix B is incorporated herein by reference. | ||
| ITEM 10. Source And Amounts Of Funds Or Other Consideration. | ||||
(a),(b),(d)
|
Source of Funds; Conditions; Borrowed Funds | The information provided in the Proxy Statement under the captions “Summary—Merger Financing” and “Special Factors—Financing of the Merger” is incorporated herein by reference. | ||
(c)
|
Expenses | The information provided in the Proxy Statement under the caption “Estimated Fees and Expenses of the Merger” is incorporated herein by reference. | ||
4
| ITEM 11. Interest in Securities of the Subject Company. | ||||
(a)
|
Securities Ownership | The information provided in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference. | ||
(b)
|
Securities Transactions | The information provided in the Proxy Statement under the caption “Common Stock Purchase Information—Recent Transactions” is incorporated herein by reference. | ||
| ITEM 12. The Solicitation or Recommendation. | ||||
(d)
|
Intent to Tender or Vote in a Going-Private Transaction | The information provided in the Proxy Statement under the captions “The Special Meeting—Record Date; Voting Information” and “Special Factors—Position of the Tailwind Entities and the Management Investors as to the Fairness of the Merger” is incorporated herein by reference. | ||
(e)
|
Recommendations to Others | The information provided in the Proxy Statement under the caption “Special Factors—Recommendation of the Special Committee and of the Board of Directors; Fairness of the Merger” is incorporated herein by reference. | ||
| ITEM 13. Financial Statements. | ||||
(a)
|
Financial Information | The information provided in the Proxy Statement under the caption “Trover Selected Historical Financial Data” is incorporated herein by reference. The audited financial statements of Trover as of and for the fiscal years ended December 31, 2003 and December 31, 2002 are incorporated herein by reference to Trover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. The unaudited financial statements of Trover as of and for the quarter ended March 31, 2004 are incorporated herein by reference to Trover’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004. | ||
(b)
|
Pro Forma Information | Not applicable. | ||
| ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used. | ||||
(a), (b)
|
Solicitations or Recommendations; Employees and Corporate Assets | The information provided in the Proxy Statement under the captions “The Special Meeting—Proxies; Revocation” and “The Special Meeting—Expenses of Proxy Solicitation” is incorporated herein by reference. | ||
| ITEM 15. Additional Information. | ||||
(b)
|
Other Material Information | The information contained in the Proxy Statement as a whole is incorporated herein by reference. | ||
5
ITEM 16. Exhibits.
(a)(1)
|
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2004 (incorporated herein by reference). | |
(a)(2)
|
Proxy Card (included in the Proxy Statement and incorporated herein by reference). | |
(c)(1)
|
Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., dated February 19, 2004 (incorporated herein by reference to Appendix B to the Proxy Statement). | |
(c)(2)
|
Materials presented by Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to the Special Committee of the Board of Directors on February 19, 2004 (incorporated herein by reference to Exhibit (c)(2) to Amendment No. 1 to Schedule 13E-3 dated March 11, 2004). | |
(c)(3)
|
Valuemetrics: Going Private & ESOP Feasibility Study Analysis – Preliminary Draft dated June 16, 2003 (incorporated by reference to Exhibit (c)(3) to Amendment No. 2 to Schedule 13E-3 dated May 27, 2004). | |
(c)(4)
|
Preliminary Materials presented by Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to the Special Committee of the Board of Directors on November 5, 2003. | |
(d)(1)
|
Agreement and Plan of Merger among TSI Holding Co., Inc., TSI Acquisition Corp. Co., Inc. and Trover Solutions, Inc. dated February 19, 2004 (incorporated herein by reference to Appendix A to the Proxy Statement). | |
(d)(2)
|
Letter Agreement between Thomas Weisel Capital Partners LLC and Patrick McGinnis dated February 19, 2004 (incorporated by reference to Exhibit (d)(2) to Amendment No. 2 to Schedule 13E-3 dated May 27, 2004). | |
(d)(3)
|
Letter Agreement between TSI Holding Co., Inc. and Patrick McGinnis dated February 19, 2004 (incorporated by reference to Exhibit (d)(3) to Amendment No. 2 to Schedule 13E-3 dated May 27, 2004). | |
(f)
|
Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Appendix C to the Proxy Statement). | |
(g)
|
Not applicable. |
6
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.
| Thomas Weisel Capital Partners, L.P. | ||||||
|
By: Its: |
Tailwind Capital Partners LLC General Partner |
|||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: Managing Partner |
||||||
| Tailwind Capital Partners LLC | ||||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: Managing Partner |
||||||
| TWP CEO Founders’ Circle (QP), L.P. | ||||||
|
By: Its: |
Tailwind Capital Partners LLC General Partner |
|||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: Managing Partner |
||||||
| TWP CEO Founders’ Circle (AI), L.P. | ||||||
|
By: Its: |
Tailwind Capital Partners LLC General Partner |
|||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: Managing Partner |
||||||
7
| Thomas Weisel Capital Management LLC | ||||||
| By: | /s/ David Baylor |
|||||
| Name: David Baylor Title: Chief Administrative Officer |
||||||
| Thomas Weisel Partners Group LLC | ||||||
| By: | /s/ David Baylor |
|||||
| Name: David Baylor Title: Chief Administrative Officer |
||||||
| Thomas Weisel Capital Partners Employee Fund, L.P. | ||||||
|
By: Its: |
Tailwind Capital Partners LLC General Partner |
|||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: Managing Partner |
||||||
| TSI Holding Co., Inc. | ||||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: President |
||||||
| TSI Acquisition Co., Inc. | ||||||
| By: | /s/ Douglas M. Karp |
|||||
| Name: Douglas M. Karp Title: President |
||||||
8
| /s/ Patrick B. McGinnis | ||||||
| Patrick B. McGinnis | ||||||
| /s/ Robert G. Bader, Jr. | ||||||
| Robert G. Bader, Jr. | ||||||
| /s/ Mark J. Bates | ||||||
| Mark J. Bates | ||||||
| /s/ Robert L. Jefferson | ||||||
| Robert L. Jefferson | ||||||
| /s/ Debra M. Murphy | ||||||
| Debra M. Murphy | ||||||
| /s/ Douglas R. Sharps | ||||||
| Douglas R. Sharps | ||||||
| Trover Solutions, Inc. | ||||||
| By: | /s/ Douglas R. Sharps |
|||||
| Name: Douglas R. Sharps Title: Executive Vice President |
||||||
9
Exhibit Index
| Exhibit Number |
Description |
|||
| (a)(1) | Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2004 (incorporated herein by reference). | |||
| (a)(2) | Proxy Card (included in the Proxy Statement and incorporated herein by reference). | |||
| (c)(1) | Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., dated February 19, 2004 (incorporated herein by reference to Appendix B to the Proxy Statement). | |||
| (c)(2) | Materials presented by Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to the Special Committee of the Board of Directors on February 19, 2004 (incorporated herein by reference to Exhibit (c)(2) to Amendment No. 1 to Schedule 13E-3 dated March 11, 2004). | |||
| (c)(3) | Valuemetrics: Going Private & ESOP Feasibility Study Analysis – Preliminary Draft dated June 16, 2003 (incorporated by reference to Exhibit (c)(3) to Amendment No. 2 to Schedule 13E-3 dated May 27, 2004). | |||
| (c)(4) | Preliminary Materials presented by Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to the Special Committee of the Board of Directors on November 5, 2003. | |||
| (d)(1) | Agreement and Plan of Merger among TSI Holding Co., Inc., TSI Acquisition Corp. Co., Inc. and Trover Solutions, Inc. dated February 19, 2004 (incorporated herein by reference to Appendix A to the Proxy Statement). | |||
| (d)(2) | Letter Agreement between Thomas Weisel Capital Partners LLC and Patrick McGinnis dated February 19, 2004 (incorporated by reference to Exhibit (d)(2) to Amendment No. 2 to Schedule 13E-3 dated May 27, 2004). | |||
| (d)(3) | Letter Agreement between TSI Holding Co., Inc. and Patrick McGinnis dated February 19, 2004 (incorporated by reference to Exhibit (d)(3) to Amendment No. 2 to Schedule 13E-3 dated May 27, 2004). | |||
| (f) | Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Appendix C to the Proxy Statement). | |||
| (g) | Not applicable. |
10