SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Act of 1934
THE DELTONA CORPORATION
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(Name of the Issuer)
THE DELTONA CORPORATION
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(Name of Persons Filing Statement)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
247883101
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(CUSIP Number of Class of Securities)
Antony Gram
Chairman of the Board
President
THE DELTONA CORPORATION
8014 SW 135th Street Road
Ocala, Florida 34473
(352) 307-8100
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(Name, address and telephone number of person authorized to receive notices and
communications on behalf of persons filing statement)
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 Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1934.
c. [ ] A tender offer.
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: [x]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
$1,617,711 $323.54
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* The "Transaction Valuation" amount referred to above is approximately
the product of 4,044,277 fractional shares to be purchased (the
"Fractional Shares") and $0.40, the cash price per share to be paid
for fractional shares.
** In accordance with Rule 0-11 under the Securities Act of 1934, as
amended, the Filing Fee is determined by multiplying the Transaction
Valuation by 1/50th of 1%.
[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: $-0-
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Form or Registration Number: Schedule 14A
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Filing Party: THE DELTONA CORPORATION
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DATE FILED: January 3, 2002
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INTRODUCTION
This Going-Private Transaction Statement (the "Statement") is being filed by THE
DELTONA CORPORATION, a Delaware corporation (the "Company"), pursuant to Section
13(e)of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended,
and Rule 13e-3 thereunder in connection with a 500,000 for 1 reverse split of
the Company's Common Stock, no par value, with a cash payment of $0.40 per share
in lieu of fractional shares (the "Reverse Split"). This Statement is intended
to satisfy the reporting requirements of Section 13(e) of the Exchange Act.
A preliminary proxy statement of the Company relating to the solicitation of
proxies for the Special Meeting of Shareholders (the "Proxy Statement") is being
filed concurrently with this filing. Except as otherwise set forth below, the
information set forth in the Proxy Statement, including all appendices thereto,
is hereby expressly incorporated herein by reference in response to the items
of this Schedule 13e-3.
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 "GENERAL INFORMATION - 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 "BACKGROUND" is incorporated herein by reference.
(d) Dividends
The information set forth in the Proxy Statement under the
caption "BACKGROUND" 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. Identity and Background of Filing Person
(a) Name and Address
The filing person is the subject company:
THE DELTONA CORPORATION
8014 SW 135th Street Road
Ocala, Florida 34473
Executive Officers of the subject company:
Antony Gram
President, Chairman of the Board of Directors
and Chief Executive Officer
8014 SW 135th Street Road
Ocala, Florida 34473
Sharon J. Hummerhielm
Executive Vice President & Corporate Secretary
8014 SW 135th Street Road
Ocala, Florida 34473
John R. Battle
Treasurer
8014 SW 135th Street Road
Ocala, Florida 34473
Board of Directors of the subject company:
Antony Gram, Director
Christel DeWilde, Director
George W. Fischer, Director
Rudy Gram, Director
Thomas B. McNeill, Director
(b) Business and Background of Entities
Not applicable.
(c) Business and Background of Natural Persons
(1), (2)
Christel DeWilde has served as Financial Analyst for
Antony Gram since February 1995. Prior to joining
Mr. Gram, Ms. DeWilde was Chief Financial Officer
of the Sab Wabco Group, Brussels, Belgium from
December 1992 to February 1995. From
May 1991 to December 1992, Ms. DeWilde was
audit manager for Marcel Asselberghs & Co.,
member firm of Arthur Andersen & Co.
George W. Fischer is retired. From 1975
through 1995 he served as President of H.E.C. Fischer,
Inc., a closely held real estate company.
Antony Gram has served as Chairman of the Board of
Directors and Chief Executive Officer of the Company
since July 13, 1994 and President since October 2, 1998.
For more than the past five years, Mr. Gram
has served as Managing Director of Gramyco, a
scaffolding company, based in Belgium.
Rudy Gram is Vice President of Swan Development
Corporation, based in St. Augustine, Florida
Thomas B.McNeill is Retired. He was formally a Partner in
Mayer, Brown & Platt, Chicago, Illinois.
(3) None of the Company's executive officers or
directors was convicted in a criminal proceeding during the
past five years.
(4) None of the Company's executive officers or
directors were a party to any judicial or administrative
proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any
violation of federal or state securities laws.
(5) Three of the Company's directors and officers,
Mr. Antony Gram, Ms. DeWilde and Mr. Rudy Gram are citizens
of Belgium. The remaining directors and officers are
citizens of the United States.
(d) Tender Offer.
Not applicable.
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.
(c) Different Terms
None.
(d) Appraisal Rights
The information set forth in the Proxy Statement under the
caption "APPRAISAL RIGHTS AND DISSENTER'S RIGHTS" is
incorporated herein by reference.
(e) Provisions For Unaffiliated Security Holders
None.
(f) Eligibility For Listing or Trading
Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
(a) Transactions
Not applicable.
(b) Significant Corporate Events
Not applicable.
(c) Negotiations or Contacts
Not applicable.
(d) Agreements Regarding the Subject Company's Securities
Not applicable.
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Use of Securities Acquired. Outstanding shares of the Company's
existing common stock, $1.00 par value, that would otherwise be
converted into a fractional share of the Company's new common stock,
$500,000 par value, will be canceled; otherwise, no securities will be
acquired in the transaction.
(c)(1)-(8) Plans. The information set forth in the Proxy Statement
under the captions "SUMMARY TERM SHEET" and "REVERSE STOCK SPLIT" is
incorporated herein 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 "REVERSE STOCK SPLIT" is
incorporated herein by reference.
(b) Alternatives
The information set forth in the Proxy Statement under the
caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
(c) Reasons
The information set forth in the Proxy Statement under the
caption "PURPOSE AND REASONS FOR THE REVERSE STOCK SPLIT" is
incorporated herein by reference.
(d) Effects
The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET", "REVERSE STOCK SPLIT" and
"FEDERAL INCOME TAX CONSEQUENCES" are incorporated herein by
reference.
Item 8. Fairness of the Going Private Transaction
(a) Fairness
The information set forth in the Proxy Statement under the
caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
(b) Factors Considered in Determining Fairness
The information set forth in the Proxy Statement under the
caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
(c) Approval of Security Holders
The information set forth in the Proxy Statement under the
caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
(d) Unaffiliated Representative
The information set forth in the Proxy Statement under the
caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
(e) Approval of Directors
The information set forth in the Proxy Statement under the
captions "BACKGROUND" and "FAIRNESS OF THE REVERSE STOCK
SPLIT PROPOSAL" is incorporated herein by reference.
(f) Other Offers
Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)-(c) The information set forth in the Proxy Statement under the
caption "REPORT OF MILLER ADVISORY GROUP" and in Exhibit 2 to
the Proxy Statement is incorporated herein by reference.
Item 10. Source and Amount of Funds or Other Considerations
(a) Source of Funds. The information set forth in the Proxy
Statement under the caption "CERTAIN EFFECTS OF THE REVERSE
STOCK SPLIT ON THE COMPANY'S SHAREHOLDERS" is incorporated
herein by reference.
(b) Conditions. None.
(c) Expenses. The information set forth in the Proxy Statement
under the caption "CERTAIN EFFECTS OF THE REVERSE STOCK SPLIT
ON THE COMPANY'S SHAREHOLDERS" is incorporated herein by
reference.
(d) Borrowed Funds. The information set forth in the Proxy
Statement under the caption "CERTAIN EFFECTS OF THE REVERSE
STOCK SPLIT ON THE COMPANY'S SHAREHOLDERS" is incorporated
herein by reference.
Item 11. Interest in Securities of the Subject Company
(a) Securities Ownership
The information set forth in the Proxy Statement under the
caption "SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL
SHAREHOLDERS" is incorporated herein by reference.
(b) Securities Transactions
Not applicable.
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 "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
(e) Recommendations of Others
The information set forth in the Proxy Statement under the
caption "FAIRNESS OF THE REVERSE STOCK SPLIT PROPOSAL" is
incorporated herein by reference.
Item 13. Financial Statements
(a) Financial Information
The information set forth in the Company's Report on Form
10-K for the fiscal year ended December 31, 2000, under
"Item 7. Financial Statements and Supplementary Data" is
incorporated herein by reference. This Report on Form 10-K
was previously filed.
(b) Pro Forma Information
The information set forth in the Proxy Statement under the
Caption "CERTAIN EFFECTS OF REVERSE STOCK SPLIT PROPOSAL ON
THE COMPANY'S SHAREHOLDERS" is incorporated herein by
reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations or Recommendations
Solicitations of proxies from the Company's shareholders of
record will be made by:
Not Applicable.
Payment Arrangements: Fee For Service Schedule
Solicitations of proxies from the Company's shareholders
whose shares are held in street name will be made by:
Not Applicable.
Payment Arrangements: Fee For Service Schedule
(b) Employees and Corporate Assets
The services of the Company's Chief Executive Officer and
Executive Vice President will be used in connection with
the Reverse Split.
Item 15. Additional Information
The information contained in the Proxy Statement, including any
appendices thereto, is incorporated herein by reference.
Item 16. Exhibits
(a) Disclosure Materials
Preliminary Proxy Statement filed electronically by EDGAR
with the Securities and Exchange Commission on January
3,2002.
(b) None
(c) Report, Opinion or Appraisal
Filed as Exhibit 2 to the Preliminary Proxy Statement filed
electronically by EDGAR with the Securities and Exchange
Commission on January 3, 2002.
(d) None
(e) None
(f) None
(g) None
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.
/s/ Sharon J. Hummerhielm
Sharon J. Hummerhielm
Executive Vice President and
Corporate Secretary
Date: January 3, 2002