Avp Inc (Other) (SC 13E3/A)
20 Setembro 2007 - 3:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
Amendment
No. 2
RULE
13e-3 TRANSACTION STATEMENT
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
AVP,
INC.
(Name
of the Issuer)
AVP,
INC.
AVP
HOLDINGS, INC.
AVP
ACQUISITION CORP.
SHAMROCK
CAPITAL GROWTH FUND II, L.P.
SHAMROCK
CAPITAL PARTNERS II, LLC
(Names
of
Person(s) Filing Statement)
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
0241A205
(CUSIP
Number of Class of Securities)
|
Leonard
Armato
AVP,
Inc.
6100
Center Drive
Suite
900
Los
Angeles, CA 90045
(310)
426-8000
|
Robert
F. Perille
c/o
Shamrock
Capital
Advisors
4444
Lakeside Drive
Burbank,
CA 91505
(818)
845-4444
|
(Name,
Address, and Telephone Numbers of Persons Authorized to Receive
Notices
and
Communications on Behalf of the Persons Filing Statement)
|
Kenneth
Benbassat
Loeb
& Loeb LLP
10100
S
anta
Monica Blvd.
Suite
200
Los
Angeles, CA 90067
(310)
282-2340
|
David
C. Fischer
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154
(212)
407-4827
|
John
A. Weissenbach
Damon
R. Fisher
Kirkland
& Ellis LLP
777
South Figueroa Street
Los
Angeles, CA 90017
(213)
680-8400
|
Robert
L. Kahan
LLP
Dreier
Stein &
Kahan
The
Water Garden
1620
26th Street
Sixth
Floor North
Tower
Santa
Monica, CA
90404
(310)
828-9050
|
This
statement is filed in connection with (check the appropriate box):
|
x
|
a.
|
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.
|
|
o
|
b.
|
The filing of a registration statement under the
Securities Act of 1933.
|
|
Check the following box if the soliciting
materials or information statement referred to in checking box (a)
are
preliminary copies:
|
o
|
|
|
|
|
Check the following box if the filing
is a
final amendment reporting the results of the transaction:
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x
|
|
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Calculation
of Filing Fee
|
|
Transaction
valuation:
|
|
Amount
of filing fee:
|
|
|
x
|
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:
|
$7,200.00
|
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Form or Registration No.:
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Schedule 14A
|
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Filing Party:
|
AVP, Inc.
|
|
Date Filed:
|
July 3,
2007
|
Introduction
This
Rule
13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being
filed by AVP, Inc., a Delaware corporation (“AVP”) and the issuer of the equity
securities that are the subject of the Rule 13e-3 transaction; Leonard Armato,
AVP's chairman and chief executive officer; and AVP Holdings, Inc., a newly
formed Delaware corporation (“Holdings”); AVP Acquisition Corp., a newly formed
Delaware corporation wholly owned by Holdings (“Acquisition”); and Shamrock
Capital Growth Fund II, L.P. and Shamrock Capital Partners II, LLC, affiliates
of Holdings and Acquisition (collectively, the “Shamrock Group”) with respect to
the proposed merger of Acquisition with and into AVP (the “Merger”), with AVP as
the surviving corporation.
On
September 5, 2007, AVP, Holdings, Acquisition and the Shamrock Group mutually
agreed to terminate the Agreement and Plan of Merger (the “Merger Agreement”),
which the parties entered into on April 5, 2007.
The
transaction was expected to close in late September 2007, but was subject
to
certain customary terms and conditions, including stockholder approval.
It had
become apparent to both Shamrock and AVP that a substantial number of the
stockholders of AVP would not vote their shares to approve the transaction.
As a
result, both parties decided to terminate the Merger Agreement rather than
risk
substantial additional expenses related to proceeding with the transaction.
AVP
will not pay any “breakup fee” to Shamrock or any Shamrock affiliates. It was
agreed, however, that AVP will reimburse certain expenses related to the
transaction incurred by AVP Holding, Inc.
The
information contained in this Schedule 13E-3 and/or Proxy Statement concerning
AVP was supplied by AVP, and none of the Shamrock Group takes responsibility
for
the accuracy of such information. The information contained in this Schedule
13E-3 and/or the Proxy Statement concerning the Shamrock Group was supplied
by
the Shamrock Group, and AVP takes no responsibility for the accuracy of such
information.
Item
16
Exhibits
Regulation
M-A Item 1016(a) though (d), (f) and (g).
(d)(4)
Termination
of Agreement and Mutual Release made and entered into as of the 5th day
of
September 2007, by and between AVP, Inc., Shamrock Capital Growth Fund
II, L.P.,
AVP Holdings, Inc. and AVP Acquisition Corp. (incorporated by reference
to
Exhibit 10.1 to AVP, Inc.'s Current Report on Form 8-K, filed on September
10, 2007.
SIGNATURES
After
due
inquiry and to the best of each of the undersigned’s knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is
true, complete and correct.
Dated
as
of September 20, 2007
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|
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AVP,
Inc.
|
|
|
|
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/s/ Leonard Armato
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By:
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/s/
Leonard Armato
|
|
Leonard
Armato
|
Leonard
Armato,
|
|
|
Chief
Executive Officer
|
|
|
|
|
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AVP
HOLDINGS, INC.
|
|
|
|
|
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By:
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/s/ Robert
F.
Perille
|
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Robert
F. Perille,
|
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President
|
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AVP
ACQUISITION CORP.
|
|
|
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By:
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/s/ Robert
F.
Perille
|
|
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Robert
F. Perille,
|
|
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President
|
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SHAMROCK
CAPITAL GROWTH FUND II, L.P.
|
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By:
Its:
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Shamrock
Capital
Partners II, L.L.C.
General
Partner
|
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By:
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/s/ Stephen
D. Royer
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Stephen
D. Royer
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Executive
Vice
President
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SHAMROCK
CAPITAL PARTNERS II, L.L.C.
|
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By:
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/s/ Stephen
D. Royer
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Stephen
D. Royer
|
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Executive
Vice
President
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EXHIBIT
INDEX
|
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Termination
of Agreement and Mutual Release made and entered into as of the
5th day of
September 2007, by and between AVP, Inc., Shamrock Capital Growth
Fund II,
L.P., AVP Holdings, Inc. and AVP Acquisition Corp. (incorporated
by
reference to Exhibit 10.1 to AVP, Inc.'s Current Report on Form 8-K,
filed on September 10, 2007.)
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