SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Act of 1934
AMENDMENT NO. 3
THE DELTONA CORPORATION
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(Name of the Issuer)
THE DELTONA CORPORATION
YASAWA HOLDINGS, N.V.
SELEX INTERNATIONAL, B.V.
ANTONY GRAM
WILBURY INTERNATIONAL, N.V.
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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%.
[ ] 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:
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Filing Parties: THE DELTONA CORPORATION, SELEX INTERNATIONAL, B.V., YASAWA
HOLDINGS, N.V., ANTONY GRAM, AND WILBURY INTERNATIONAL, N.V.
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DATE FILED: May 22, 2003, Amending Rule 13E-3 Transaction Statement Filed
January 3, 2002 as amended on September 5, 2002 and January 8, 2003.
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INTRODUCTION
This Going-Private Transaction Statement (the "Statement") is being filed by
THEDELTONA CORPORATION, a Delaware corporation (the "Company"), YASAWA HOLDINGS,
N.V., SELEX INTERNATIONAL, B.V., ANTONY GRAM and WILBURY INTERNATIONAL, N.V.
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 "GENERAL INFORMATION - Price Range of Common Stock and
Dividends" is incorporated herein by reference.
(d) Dividends
The information set forth in the Proxy Statement under the
caption "GENERAL INFORMATION - 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. Identity and Background of Filing Person
(a) Name and Address
The filing persons are the subject Company, Selex
International B.V., Yasawa Holdings, N.V., Antony Gram,
and Wilbury International, N.V.:
ANTONY GRAM
c/o The Deltona Corporation
8014 SW 135th Street Road
Ocala, Florida 34473
SELEX INTERNATIONAL, B.V.
Gerrit van den Veenstraat 70
Amsterdam, The Netherlands
YASAWA HOLDINGS, N.V.
Zarf Trust
1-5 Plaza JoJo Correa, P.O. Box 897
Willemstad, Curacao, Netherlands Antilles
THE DELTONA CORPORATION
8014 SW 135th Street Road
Ocala, Florida 34473
WILBURY INTERNATIONAL, N.V.
Amicorp Curacao, N.V.
Caracasbaaiweg 199, P.O. Box 6050
Curacao, Netherlands Antilles
Executive Officers of the subject company:
Antony Gram
President, Chairman of the Board of Directors
and Chief Executive Officer
The Deltona Corporation
8014 SW 135th Street Road
Ocala, Florida 34473
Sharon J. Hummerhielm
Executive Vice President & Corporate Secretary
8014 SW 135th Street Road
Ocala, Florida 34473
Robert O. Moore
Treasurer and Chief Financial Officer
The Deltona Corporation
8014 SW 135th Street Road
Ocala, Florida 34473
Executive Officers of Selex International, B.V.
Antony Gram, Director, President and Chief Executive Officer
C/O The Deltona Corporation
8014 SW 135th Street Road
Ocala, Florida 34473
Executive Officers of Yasawa Holdings, N.V.
R. de Meza, Managing Director on behalf of Zarf
Trust Corporation
1-5 Plaza JoJo Correa, P.O. Box 897
Willemstad, Curacao, Netherlands Antilles
Board of Directors of Selex International, B.V.
Antony Gram, Director
c/o The Deltona Corporation
8014 SW 135th Street Road
Ocala, Florida 34473
Board of Directors of Yasawa Holdings, N.V.
R. de Meza. Managing Director on behalf of Zarf
Trust Corporation
1-5 Plaza JoJo Correa, P.O. Box 897
Willemstad, Curacao, Netherlands Antilles
Board of Directors of Wilbury International, N.V.
Amicorp Curacao, N.V., Managing Director
Caracasbaaiweg 199, P.O. Box 6050
Curacao, Netherlands Antilles
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 been an independent consultant for
Antony Gram since December 2002. From February 1995 through
December 2002, Ms. DeWilde was employed as Financial Analyst
for Antony Gram. Prior to joining Mr. Gram, Ms. DeWilde was
Chief Financial Officer of the Sab Wabco Group, Brussels,
Belgium from December 1992 to February 1995. Ms. DeWilde's
business telephone number is 352-307-8100. Ms. DeWilde's
address is c/o The Deltona Corporation, 8014 SW 135th
Street, Ocala, FL 34473.
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. Mr. Fischer's business telephone number
is 352-307-8100. Mr. Fischer's address is c/o The Deltona
Corporation, 8014 SW 135th Street Road, Ocala, FL 34473.
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. Mr. Gram's
business telephone number is 352-307-8100. Mr. Gram's
address is c/o The Deltona Corporation, 8014 SW 135th Street
Road, Ocala, FL 34473.
Rudy Gram is Vice President of Swan Development Corporation,
based in St. Augustine, Florida Mr. Gram's business
telephone number is 352-307-8100. Mr. Gram's address is c/o
The Deltona Corporation, 8014 SW 135th Street Road, Ocala,
FL 34473.
Thomas B.McNeill is Retired. He was formerly a Partner in
the law firm of Mayer, Brown, Rowe & Maw, formerly Mayer,
Brown & Platt, Chicago, Illinois.
Mr. McNeill's business telephone number is 352-307-8100. Mr.
McNeill's address is c/o The Deltona Corporation, 8014 SW
135th Street Road, Ocala, FL 34473.
R. de Meza has been engaged as an investment banker for the
past five years by the firm of Zarf Trust Corporation, N.V.
Mr. de Meza's business telephone number is 59995612647. Mr.
de Meza's address is 1-5 Plaza JoJo Correa, P.O. Box 897
Willemstad, Curacao, Netherlands Antilles (
3) None of the Company's executive officers or directors was
convicted in a criminal proceeding during the past five
years.
Sharon J. Hummerhielm has been employed by The Deltona
Corporation since 1975, having served as Executive Vice
President and Corporate Secretary since October 1998 and
Vice President of Administration and Corporate Secretary
from May 1995 to October 1998.
(4) None of the Company's executive officers or directors
was 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.
(b) Different Terms
None.
(c) Appraisal Rights
The information set forth in the Proxy Statement under the
caption "APPRAISAL RIGHTS AND DISSENTER'S RIGHTS" is
incorporated herein by reference.
(d) Provisions For Unaffiliated Security Holders
None.
(e) Eligibility For Listing or Trading
Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
(a) Transactions
See information set forth in the Proxy Statement Under the
caption "Ownership of Voting Securities of the Company."
(b) Significant Corporate Events
Not applicable.
(c) Negotiations or Contacts
See information set forth in the Proxy Statement Under the
caption "Ownership of Voting Securities of the Company."
(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 "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS
AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" is
incorporated herein by reference.
(b) Alternatives
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS
AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" is
incorporated herein by reference.
(c) Reasons
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS
AND EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT" is
incorporated herein by reference.
(d) Effects
The information set forth in the Proxy Statement under the
captions "SPECIAL FACTORS - PURPOSES, ALTERNATIVES, REASONS
AND EFFECTS OF THE PROPOSED 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 "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE
STOCK SPLIT" is incorporated herein by reference.
(b) Factors Considered in Determining Fairness The information
set forth in the Proxy Statement under the caption "SPECIAL
FACTORS - FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is
incorporated herein by reference.
(c) Approval of Security Holders The information set forth in
the Proxy Statement under the caption "SPECIAL FACTORS -
FAIRNESS OF THE PROPOSED REVERSE STOCK SPLIT" is
incorporated herein by reference.
(d) Unaffiliated Representative
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE
STOCK SPLIT" is incorporated herein by reference.
(e) Approval of Directors
The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - FAIRNESS OF THE PROPOSED REVERSE
STOCK SPLIT" 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 "SPECIAL FACTORS - REPORTS, APPRAISALS AND
NEGOTIATIONS" 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 "OWNERSHIP OF VOTING SECURITIES OF THE COMPANY" 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 Proxy Statement under
caption "SUMMARY FINANCIAL DATA" the Company's Report on
Form 10-K for the fiscal year ended December 31, 2001, under
"Item 7. Financial Statements and Supplementary Data" as
well as the Company's form 10-Q for the quarter ended March
31, 2003, are incorporated herein by reference. The book
value per share of the Company's common stock ("deficit in
stockholder equity") as of March 31, 2003, was a negative
seventy cents($.70) per common share.
(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.
Solicitations of proxies from the Company's shareholders
whose shares are held in street name will be made by:
Not Applicable.
(b) Employees and Corporate Assets
The services of the Company's Chief Executive Officer,
Executive Vice President and Treasurer will be used in
connection with the Reverse Split in preparing filing
documents and presenting the Reverse Split to shareholders.
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 8,
2003.
(b) None
(c) Report, Opinion or Appraisal
Filed as Exhibit 2 to the Definitive Proxy Statement filed
electronically by EDGAR with the Securities and Exchange
Commission on January 8, 2003.
(d) None
(e) None
(f) None
(g) None
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
theinformation set forth in this statement is true, complete and correct.
/s/
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ANTONY GRAM
President, Chief Executive Officer
Selex International, B.V.
Date: May 20, 2003
/s/
____________________________________
ANTONY GRAM
Date: May 20, 2003
/s/
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SHARON J. HUMMERHIELM
Executive Vice President, Corporate Secretary
The Deltona Corporation
Date: May 19, 2003
/s/
___________________________________
ROBERT O. MOORE
Treasurer
The Deltona Corporation
Date: May 19, 2003
/s/
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R. DE MEZA
Managing Director
Yasawa Holdings, N.V.
Date: May 20, 2003
/s/
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Amicorp Curacao, N.V.
Managing Director
Wilbury International, N.V.
Date: May 20, 2003