SIENA HOLDINGS, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 13e-3
AMENDMENT NO. 2
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Siena Holdings, Inc.
(Name of Issuer)
Siena Holdings, Inc.
John P. Kneafsey
(Names of Persons Filing Statement)
Common Stock, $0.10 par value
(Title of Class of Securities)
826 203 101
(CUSIP Number of Class of Securities)
W. Joseph Dryer
President
Siena Holdings, Inc.
5068 W. Plano Parkway, Suite 300
Plano, TX 75093
(972) 381-4255
Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of filing
persons)
Copy To:
Kevin M. O'Connell, Esq.
O'Connell & Co./Hong Kong & Washington DC
818 Connecticut Avenue N. W.
Washington, DC 20006
(202) 296-0350
This statement is filed in connection with (check the appropriate box):
a |X| 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 |_| The filing of a registration statement under the Securities
Act of 1933.
c |_| A tender offer.
d |_| None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |_|
Check the following box if the filing is a final amendment reporting the results
of the transaction: |_|
Calculation of Filing Fee
Transaction valuation* Amount of filing fee**
$ 3,525,000.00 $ 705.00
|X| Check the 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: $ 1,500.00 Filing Party: Siena Holdings, Inc.
Form or Registration No.: 0000060150 Date Filed:
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INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
"Schedule 13E-3") is being filed jointly by Siena Holdings, Inc. (Siena) and by
John P. Kneafsey, Siena's Chairman of the Board and Chief Executive Officer.
The purpose of the Amendment No. 2 to Schedule 13E-3 is to report that the
Reverse Stock Split and related Amendment were approved by the shareholders of
Siena at a Special Meeting of shareholders of Siena held on November 10, 2003.
As a result of the Reverse Stock Split, shareholder will receive one share of
New Common Stock in exchange for every 500,000 shares of Existing Common Stock
that they currently own. Since no new certificates representing fractional
shares will be issued, each shareholder owning less than 500,000 shares of
Existing Common Stock, or who would otherwise receive fractional shares as a
result of the Reverse Stock Split, will receive in exchange for each share of
Existing Common Stock cash in the amount of $1.41 per share. The Reverse Stock
Split and related cash purchase by the Company of fractional shares resulting
from the Reverse Stock Split is proposed to take the Company private.
As a result of this transaction, the shares of Siena Holdings, Inc. will be
delisted from and will no longer trade on the OTC Bulletin Board and will be
deregistered with the Securities and Exchange Commission.
The following responses and cross-references are being supplied pursuant to
General Instruction F to Schedule 13E-3 and show the locations in the Proxy
Statement where information required to be disclosed herein may be located. The
information set forth in the Proxy Statement, including all appendices thereto,
is hereby expressly incorporated herein by reference in its entirety and the
responses to each item in this Schedule 13E-3 are qualified in their entirety by
the information contained in the Proxy Statement and the appendices thereto.
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TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
Item 1. Summary Term Sheet
The Information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and Address
The information set forth in the "Notice of Special Meeting of
Shareholders" of the Proxy Statement is incorporated herein by
reference.
(b) Securities
The information set forth in the Proxy Statement under the
caption "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Voting
Procedures and Revocability of Proxies" is incorporated herein
by reference.
(c) Trading Market and Price
The information set forth in the Proxy Statement under the
caption "INFORMATION ABOUT SIENA HOLDINGS, INC -- Price Range
Common Stock and Dividends" is incorporated herein by
reference.
(d) Dividends
The information set forth in the Proxy Statement under the
caption "INFORMATION ABOUT SIENA HOLDINGS, INC. -- Price Range
of Common Stock and Dividends" is incorporated herein by
reference.
(e) Prior Public Offerings
The Company has made no underwritten public offering of the
subject securities for cash during the past three years that
was registered under the Securities Act of 1933 or exempt from
registration under Regulation A (Rules 251 through 263 of the
Securities Act of 1933, as amended).
(f) Prior Stock Purchases
The Company has not purchased any subject securities during
the past two years.
Item 3. Identities and Backgrounds of Filing Persons
The filing person is Siena Holdings, Inc. The subject company is
Siena Holdings, Inc. Information regarding the persons specified in
Instruction C to the Schedule is incorporated herein by reference to
the Proxy Statement under the caption "INFORMATION ABOUT Siena
Holdings, Inc. -- Current Directors and Executive Officers."
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Item 4. Terms of the Transaction
(a) Material Terms
The information set forth in the Proxy Statement under the
caption "SUMMARY TERM SHEET" is incorporated herein by
reference.
The foregoing is hereby supplemented by the following
information: At the Special Meeting, the Reverse Stock Split
and the related Amendment were approved by the shareholders of
Existing Common Stock, in person or by proxy, representing
5,401,102 shares of Existing Common Stock, which was
approximately 90% of the votes entitled to be cast by the
holders of issued and outstanding shares of the Existing
Common Stock as of the record date of the Special Meeting.
(c) Different Terms
None.
(d) Appraisal Rights
The information set forth in the Proxy Statement under the
caption "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Appraisal
Rights is incorporated herein by reference.
(e) Provisions For Unaffiliated Security Holders
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" is incorporated herein by reference.
(f) Eligibility For Listing or Trading
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Certain Effects of Reverse Stock
Split and the Reduction in Authorized Common Stock on the
Company's Shareholders" is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) Transactions
Not applicable.
(b) Significant Corporate Events
Not applicable.
(c) Negotiations or Contacts
Not applicable.
(e) Agreements Regarding the Subject Company's Securities
Not applicable.
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Item 6. Purposes of the Transaction and Plans or Proposals
(a) Use of Securities Acquired
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Certain Effects of the Reverse
Stock Split and the Reduction in Authorized Common Stock on
the Company's Shareholders" is herein incorporated by
reference.
(b) (1) - (8) Plans
The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET" and "SPECIAL FACTORS" and
"PROPOSAL NO. 1 REVERSE STOCK SPLIT" is herein incorporated by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects in a Going Private
Transaction
(a) Purposes
The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET" and "SPECIAL FACTORS -- Purpose
and Reasons for the Reverse Stock Split" is herein
incorporated by reference.
(b) Alternatives
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Alternatives Considered by the
Board of Directors" is herein incorporated by reference.
(c) Reasons
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Purpose and Reasons for the
Reverse Stock Split" is herein incorporated by reference.
(d) Effects
The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET" and "SPECIAL FACTORS -- Certain
Effects of Reverse Stock Split and the Reduction in Authorized
Common Stock on the Company's Shareholders" and "SPECIAL
FACTORS -- Federal Income Tax Consequences" is herein
incorporated by reference.
Item 8. Fairness of the Going Private Transaction
(a) Fairness
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" is herein incorporated by reference.
(b) Factors Considered in Determining Fairness
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The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" and "SPECIAL FACTORS -- Alternatives Considered by the
Board of Directors" is herein incorporated by reference.
(c) Approval of Security Holders
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" and "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Vote
Required" is herein incorporated by reference.
The foregoing is hereby supplemented by the following
information: At the Special Meeting, the Reverse Stock Split
and the related Amendment were approved by the shareholders of
Existing Common Stock, in person or by proxy, representing
5,401,102 shares of Existing Common Stock, which was
approximately 90% of the votes entitled to be cast by the
holders of issued and outstanding shares of the Existing
Common Stock as of the record date of the Special Meeting.
(d) Unaffiliated Representative
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" is incorporated herein by reference.
(e) Approval of Directors
The information set forth in the Proxy Statement under the
captions "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" and "SPECIAL FACTORS -- Background" is herein
incorporated by reference.
(f) Other Offers
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Alternatives Considered by the
Board of Directors" is herein incorporated by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) - (c) The information set forth in the Proxy Statement under
the caption "SPECIAL FACTORS -- Opinionof Charenton
Advisors" is incorporated herein by reference.
Item 10. Source and Amount of Funds or Other Consideration
(a) Source of Funds
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Certain Effects of the Reverse
Stock Split and the Reduction in Authorized Common Stock on
the Company's Shareholders" is incorporated herein by
reference.
(b) Conditions
Not applicable.
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(c) Expenses
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Certain Effects of the Reverse
Stock Split and the Reduction in Authorized Common Stock on
the Company's Shareholders" is incorporated herein by
reference.
(d) Borrowed Funds
Not applicable.
Item 11. Interest in Securities of the Subject Company
(a) Securities Ownership
The information set forth in the Proxy Statement under the
caption "INFORMATION ABOUT SIENA HOLDINGS, INC. -- Ownership
of Voting Securities of the Company" is incorporated herein by
reference.
(b) Securities Transactions
Item 12. The Solicitation or Recommendation
(d) Intent to Tender or Vote in a Going-Private Transaction
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" is incorporated herein by reference.
(e) Recommendations of Others
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Fairness of the Reverse Stock
Split" is incorporated herein by reference.
Item 13. Financial Statements
(a) The financial information in the Company's Annual Report on
Form 10-K for the year ended June 30, 2002 and the Company's
Form 10-Q for the quarter ended March 31, 2003 are
incorporated herein by reference.
(b) Pro Forma Information
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Certain Effects of Reverse Stock
Split and the Reduction in Authorized Common Stock on the
Company's Shareholders" is herein incorporated by reference.
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Item 14. Persons/Assets Retained, Employed, Compensated or Used
The information set forth in the Proxy Statement under the caption
"INFORMATION ABOUT SIENA HOLDINGS, INC. -- Persons Making the
Solicitation" is incorporated herein by reference.
Item 15. Additional Information
The information contained in the Proxy Statement, including any
appendices or exhibits thereto, is incorporated herein by reference.
Item 16. Exhibits.
(a)(1) The Definitive Proxy Statement, including all appendices
thereto (filed electronically by EDGAR with the
Securities and Exchange Commission on September 30,
2003) is incorporated herein by reference.
(a)(2) Press Release dated September 4, 2003 (filed on Form 8K
filed electronically by EDGAR with the Securities and
Exchange Commission on September 4, 2003) is
incorporated herein by reference.
(a)(3) Current Report dated October 1, 2003 filed on Form 8K
filed electronically by EDGAR with the Securities and
Exchange Commission on October 1, 2003) is incorporated
herein by reference.
(a)(4) Press Release dated November 10, 2003 (filed on Form
13E-3 filed electronically by EDGAR with the Securities
and Exchange Commission on November 10, 2003) is
incorporated herein by reference.
(c)(1) The Opinion of Charenton Advisors, including all
Exhibits thereto (filed as Appendix B to the Definitive
Proxy Statement filed electronically by EDGAR with the
Securities and Exchange Commission on September 30,
2003) is incorporated herein by reference.
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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.
Date: November 10, 2003
SIENA HOLDINGS, INC.
By: /s/ W. Joseph Dryer
W. Joseph Dryer
President of Siena Holdings, Inc.
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.
Date: November 10, 2003
/s/ John P. Kneafsey
John P. Kneafsey
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