ITEM 5.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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All of the information in the Tender Offer Statement and the Schedule
14D-9,
including all schedules
and annexes thereto, is expressly incorporated by reference in answer to Item 5 of this Schedule
13E-3.
All of the information in the Transactions with Related Persons section of the proxy statement on Schedule 14A filed by the
Company with the SEC on April 20, 2018, is expressly incorporated by reference in answer to Item 5 of this Schedule
13E-3.
ITEM 6.
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PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
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All of the information in the Tender Offer Statement and the Schedule
14D-9,
including all schedules
and annexes thereto, is expressly incorporated by reference in answer to Item 6 of this Schedule
13E-3.
For LHC, the purpose of the transaction is for LHC to retain an indirect equity interest in the Company through ownership of shares in WC SACD
and to continue bearing the rewards and risks of such ownership after the Company ceases to be a publicly-traded company.
ITEMS 7 THROUGH 10.
All of the information in the Tender Offer Statement
and the Schedule
14D-9,
including all schedules and annexes thereto, is expressly incorporated by reference in answer to Items 7 through 10 of this Schedule
13E-3.
ITEM 11.
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INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
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All of the information in the Tender Offer Statement and the Schedule
14D-9,
including all schedules
and annexes thereto, is expressly incorporated by reference in answer to Item 11 of this Schedule
13E-3.
All of the information in Schedule 13D Amendment No. 4 filed by Loeb Holding Corporation and the Estate of Thomas L. Kempner with the SEC
on October 31, 2018 and Schedule 13D Amendment No. 5 filed by Loeb Holding Corporation and the Estate of Thomas L. Kempner with the SEC on November 6, 2018, including all schedules and annexes thereto, is expressly incorporated by
reference in answer to Item 11 of this Schedule
13E-3.
Upon his death on October 9, 2018,
Mr. Thomas L. Kempner owned 31,250 restricted stock units of the Company which immediately vested, and his Estate received 31,250 shares of Common Stock in accordance with the terms of such restricted stock units.
Other than as described herein, neither the Estate nor any director or executive officer of LHC or preliminary
co-executor
of the Estate has engaged in a transaction involving the securities of the Company in the past sixty (60) days.
All of the information set forth in Schedule 13D Amendment No. 1 filed by Stanfield with the SEC on October 31, 2018, and Schedule 13D
Amendment No. 2 filed by Stanfield with the SEC on November 6, 2018, including all schedules and annexes thereto, is expressly incorporated by reference in answer to Item 11 of this Schedule 13E-3.
Other than as described herein, neither Stanfield nor SFI, LLC, has engaged in a transaction involving the securities of the Company in the
past sixty (60) days.
ITEMS 12, 14 AND 15.
All of the information in the Tender Offer Statement and the Schedule
14D-9,
including all schedules
and annexes thereto, is expressly incorporated by reference in answer to Items 12, 14 and 15 of this Schedule
13E-3.
ITEM 13.
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FINANCIAL STATEMENTS.
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(a) Financial Information
. The information set forth in (i) the Offer to Purchase under the heading The
OfferSection 8Certain Information Concerning the Company, (ii) the Companys audited financial statements for the fiscal years ended December 31, 2017 and 2016 included in the
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