UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13E-3
(Amendment
No. 1)
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
REGENCY
AFFILIATES, INC.
(Name of
Issuer)
Regency
Affiliates, Inc.
(Name of
Person(s) Filing Statement)
Common
Stock, par value $.01 per share
(Title of
Class of Securities)
758847305
(CUSIP
Number of Class of Securities)
Regency
Affiliates, Inc.
610 N.E.
Jensen Beach Blvd.
Jensen
Beach, FL 34957
Attention:
Laurence S. Levy
(772)
334-8181
(Name,
Address, and Telephone Numbers of Person Authorized to Receive
Notices
and Communications on Behalf of Persons Filing Statement)
With a
copy to:
Todd J.
Emmerman
Katten
Muchin Rosenman LLP
575
Madison Avenue
New York,
NY 10022
(212)
940-8873
This
statement is filed in connection with (check the appropriate box):
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a.
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X
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The
filing of solicitation materials or an information statement subject to
Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C
(§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under
the Securities Exchange Act of 1934 (the
“Act”).
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b.
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The
filing of a registration statement under the Securities Act of
1933.
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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
Transaction
Valuation* Amount of Filing Fee**
$114,690 $23.00
*
Calculated solely for purposes of determining the filing fee. The transaction
valuation assumes the payment for 19,115 shares of common stock of the subject
company at $6.00 per share in cash.
** The
amount of the filing fee is calculated, in accordance with Rule 0-11(b), as
amended, by multiplying the transaction value of $114,690 by one-fiftieth of one
percent.
x
Check
the box if any part of the fee is offset as provided by §240.1-11(1)(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.
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Amount
Previously Paid: $23.00
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Filing
Party: Regency Affiliates, Inc.
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Form
or Registration No.: Schedule 13e-3
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Date
Filed: March 1,
2010
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EXPLANATORY
NOTE
This Amendment No. 1 to Schedule 13e-3
is being filed concurrently with the filing of a preliminary information
statement pursuant to Regulation 14C under the Securities Exchange Act of 1934
(the “Information Statement”). The information contained in the Information
Statement, including all annexes thereto, is hereby expressly incorporated
herein by reference. As of the date hereof, the Information Statement is in
preliminary form and is subject to completion or amendment. Capitalized terms
used but not defined in this Amendment No. 1 to Schedule 13E-3 (this “Schedule”)
shall have the meanings given to them in the Information Statement.
Item
1. Summary Term Sheet .
The section entitled “Summary Term
Sheet” set forth in the Information Statement is incorporated herein by
reference.
Item
2. Subject Company Information.
(a) Name
and Address. The information set forth in the Information Statement under
“Introduction” is incorporated herein by reference.
(b) Securities.
The information set forth in the Information Statement under “Introduction” and
“Market for Common Stock and Related Stockholder Matters – Market Prices of the
Common Stock” is incorporated herein by reference.
(c) Trading,
Market and Prices. The information set forth in the Information Statement under
“Market for Common Stock and Related Stockholder Matters – Market Prices of the
Common Stock” is incorporated herein by reference.
(d) Dividends.
The information set forth in the Information Statement under “Market for Common
Stock and Related Stockholder Matters – Dividend Policy” is incorporated herein
by reference.
(e) Prior
Public Offerings. Not applicable.
(f) Prior
Stock Purchases. The information set forth in the Information Statement under
“Market for Common Stock and Related Stockholder Matters – Regency Repurchases
of Securities” and “Market for Common Stock and Related Stockholder Matters –
Stock Purchases by Affiliates” is incorporated herein by reference.
Item
3. Identity and Background of Filing Person.
(a) Name
and Address, (b) Business and Background of Entities and (c) Business and
Background of Natural Persons. The filing person is Regency Affiliates,
Inc. Information set forth on the first page of the section of the
Information Statement entitled “Introduction” is incorporated herein by
reference.
Information regarding the directors and
executive officers of Regency and information regarding Royalty Management,
Inc., a Delaware corporation (“Royalty Inc.”), and Royalty Holdings LLC, a
Delaware limited liability company (“Royalty LLC”), the beneficial owners of a
majority of Regency’s common stock, is set forth in the Information Statement
under “Management of Regency” and “Security Ownership of Certain Beneficial
Owners” and is incorporated herein by reference.
Item
4. Terms of the Transaction.
(a) Material
Terms. The information set forth in the Information Statement under “Summary
Term Sheet”, “Special Factors—Purpose of and Reasons for the Transaction”,
“Special Factors –Effects of the Transaction”, “Special Factors – Benefits of
the Transaction”, “Special Factors – Disadvantages of the Transaction”, “The
Transaction – The Amendments”, “Special Factors – Fairness of the Transaction –
Approval by the Board”, “Special Factors – Fairness of the Transaction –
Stockholder Approval” and “Special Factors—U.S. Federal Income Tax Consequences”
is incorporated herein by reference.
(c) Different
Terms. The information set forth in the Information Statement under “Special
Factors –Effects of the Transaction”, “Special Factors – Benefits of the
Transaction” and “Special Factors – Disadvantages of the Transaction” is
incorporated herein by reference.
(d) Appraisal
Rights. The information set forth in the Information Statement under “The
Transaction – No Appraisal or Dissenters’ Rights; Escheat Laws” is incorporated
herein by reference.
(e) Provisions
for Unaffiliated Security Holders. The information set forth in the Information
Statement under “Special Factors – Fairness of the Transaction – Independent
Director Considerations” and “The Transaction - No Appraisal or Dissenters’
Rights; Escheat Laws” is incorporated herein by reference.
(f) Eligibility
for Listing or Trading. Not applicable.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the Information Statement under “Certain
Relationships and Related Transactions” is incorporated herein by
reference.
(b) Significant
Corporate Events. The information set forth in the Information Statement under
“Security Ownership of Certain Beneficial Owners” and “Certain Relationships and
Related Transactions” is incorporated herein by reference.
(c) Negotiations
or Contacts. The information set forth in the Information Statement under
“Security Ownership of Certain Beneficial Owners” and “Certain Relationships and
Related Transactions” is incorporated herein by reference.
(e) Agreements
Involving the Subject Company’s Securities. The information set forth in the
Information Statement under “Security Ownership of Certain Beneficial Owners” is
incorporated herein by reference.
Item
6. Purposes of the Transaction and Plans or Proposals.
(b) Use
of Securities Acquired. The information set forth in the Information Statement
under “The Transaction – Exchange of Certificates” is incorporated herein by
reference.
(c) Plans.
The information set forth in the Information Statement under “Summary Term
Sheet,” “Special Factors – Purpose of and Reasons for the
Transaction,” “Special Factors – Benefits of the Transaction,” “Special Factors
– Disadvantages of the Transaction,” “Special Factors – Effects of the
Transaction – Effects on Regency,” and “Market for Common Stock and Related
Stockholder Matters – Dividend Policy” is incorporated herein by
reference. Except as disclosed in the foregoing sections, Regency
does not have any current plans or proposals to cause or effect any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation; a sale or transfer of any material amount of its assets; a change
in Regency’s Board or management; a material change in its indebtedness or
capitalization; or any other material change in its corporate structure or
business.
Item
7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the Information Statement under “Summary Term
Sheet,” “Special Factors – Purpose of and Reasons for the Transaction,” and
“Special Factors—Benefits of the Transaction” is incorporated herein by
reference.
(b) Alternatives.
The information set forth in the Information Statement under “Special Factors –
Alternatives Considered” is incorporated herein by reference.
(c) Reasons.
The information set forth in the Information Statement under “Summary Term
Sheet,” “Special Factors—Purpose of and Reasons for the Transaction” and
“Special Factors – Fairness of the Transaction” is incorporated herein by
reference.
(d) Effects.
The following information is incorporated by reference to the Information
Statement: “Summary Term Sheet,” “Special Factors – Purpose of and Reasons for
the Transaction,” “Special Factors – Benefits of the Transaction,” “Special
Factors – Disadvantages of the Transaction,” “Special Factors – Effects of the
Transaction,” and “Special Factors – U.S. Federal Income Tax
Consequences.”
Item
8. Fairness of the Transaction.
(a) Fairness.
The information set forth in the Information Statement under “Special
Factors - Fairness of the Transaction – Approval by the Board” is incorporated
herein by reference.
(b) Factors
Considered in Determining Fairness. The information set forth in the Information
Statement under “Special Factors — Fairness of the Transaction” is incorporated
herein by reference.
(c) Approval
of Security Holders. The information set forth in the Information Statement
under “Special Factors – Fairness of the Transaction” is incorporated herein by
reference.
(d) Unaffiliated
Representatives. The information set forth in the Information Statement under
“Special Factors – Fairness of the Transaction – Independent Director
Considerations” is incorporated herein by reference.
(e) Approval
of Directors. The information set forth in the Information Statement under
“Special Factors– Approval by the Board” is incorporated herein by
reference.
(f) Other
Offers. None.
Item
9. Reports, Opinions, Appraisals and Negotiations.
(a) Report,
Opinion or Appraisals and (b) Preparer and Summary of the Report. The
information set forth in the Information Statement under “Special Factors –
Fairness of the Transaction – Opinion and Report of Madison Williams and
Company” is incorporated herein by reference.
(b) Preparer
and Summary of the Report, Opinion or Appraisal. The information set forth in
the Information Statement under “Special Factors – Fairness of the
Transaction” is incorporated herein by reference.
(c) Availability
of Documents. The information set forth in the Information Statement under
“Where Your Can Find More Information” is incorporated herein by
reference.
Item
10. Source and Amounts of Funds or Other Consideration.
(a) Source
of Funds, (b) Conditions, (c) Expenses and (d) Borrowed Funds. The information
set forth in the Information Statement under “The Transaction – Sources of Funds
for the Transaction,” “The Transaction – Conditions to Completion of the
Acquisition,” and “Costs of this Information Statement” is incorporated herein
by reference.
Item
11. Interest in Securities of the Subject Company.
(a) Securities
Ownership. The information set forth in the Information Statement under
“Security Ownership of Certain Beneficial Owners” and “Security Ownership of
Directors and Executive Officers” is incorporated herein by
reference
(b) Securities
Transactions. The information set forth in the Information Statement under
“Market for Common Stock and Related Stockholder Matters – Stock Purchases by
Affiliates” is incorporated herein by reference.
Item
12. The Solicitation or Recommendation.
(d) Intent
to Tender or Vote in a Going Private Transaction. The information set forth in
the Information Statement under “Special Factors – Fairness of the Transaction
–Stockholder Approval” and “Special Factors – Effects of the Transaction –
Effects on Affiliated Stockholders” is incorporated herein by
reference.
(e) Recommendations
of Others. The information set forth in the Information Statement under “Special
Factors – Fairness of the Transaction,” is incorporated herein by
reference.
Item
13. Financial Statements.
(a) Financial
Information. The information and financial statements incorporated by reference
in the Information Statement under “Documents Incorporated by Reference” and
“Where You Can Find Additional Information” are incorporated herein by
reference. The audited financial statements included in the Company’s
annual report on Form 10-K for the year ended December 31, 2008 and the
unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2009 are
incorporated in the Information Statement by Reference.
(b) Pro
forma Information. Not applicable.
Item
14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitation
or Recommendation and (b) Employees and Corporate Assets. The information set
forth in the Information Statement under “Cost of this Information Statement” is
incorporated herein by reference.
Item
15. Additional Information.
The information contained in the
Information Statement, including all appendices attached thereto, is
incorporated herein by reference.
Item
16. Exhibits.
EXHIBIT
INDEX
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(a)(1)
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Preliminary
Information Statement on Schedule 14C filed with the Securities and
Exchange Commission on April 30, 2010 is hereby incorporated herein
by reference to the Information
Statement.
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(c)(1)
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Fairness
opinion of Madison Williams and Company dated January 28, 2010 is hereby
incorporated by reference to Appendix C of Information Statement filed
with the Securities and Exchange Commission on April 30,
2010.
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(c)(2)
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Report
of Madison Williams and Company, dated January 28,
2010.
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(f)
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Rights
of appraisal are described in the Information Statement filed with the
Securities and Exchange Commission on April 30, 2010 under “The
Transaction – No Appraisal or Dissenters’ Rights; Escheat
Laws”
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