Amended Statement of Beneficial Ownership (sc 13d/a)
February 23 2015 - 2:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
JONATHAN H. GARDNER, ESQ.
KAVINOKY COOK LLP
726 Exchange Street, Suite 800
Buffalo, NY 14210
(716) 845-6000
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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This Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) amends and supplements the 13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended to add the following:
On February 23, 2015, the Reporting Person sent a letter to the Issuer proposing to acquire all of the outstanding Shares that the Reporting Person does not already own at a price of $0.78 per Share payable in cash, representing an approximately 32% premium to the average market price of the Shares over the past 30 days and an approximately 27% premium to the Shares’ closing price on February 20, 2015. Also on February 23, 2015, the Reporting Person issued a press release announcing the submission of the proposal.
In the letter and press release, the Reporting Person expressed his deep disappointment by the apparent unwillingness of the Issuer’s Board and management to meet with him to date, despite his significant ownership in the Issuer. As a result, the Reporting Person decided to publicly announce his proposal, which he believes represents a compelling opportunity for the Issuer’s stockholders to obtain liquidity for their Shares while maximizing the value of their Shares at a premium. The Reporting Person believes that the Issuer has great potential but does not believe it is in the best interest of stockholders for the Issuer to continue as an independent company, let alone a public company, given the Issuer’s long-term underperformance and poor stock price performance.
The foregoing description of the proposal is qualified in its entirety by reference to the letter and press release, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
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Item 7.
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Material to Be Filed as Exhibits
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Item 7 is hereby amended to add the following:
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Exhibit 99.1 Letter to Issuer dated February 23, 2015
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Exhibit 99.2 Press release issued February 23, 2015
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Signature
After reasonable 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.
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Dated: February 23, 2015
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ADAM WEITSMAN
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Exhibit 99.1
February 23, 2015
Via Facsimile and Overnight Mail
Carlos E. Aguero
Chairman, President and Chief Executive Officer
Metalico, Inc.
186 North Avenue
East Cranford, NJ 07016
Dear Mr. Aguero:
As you know, I am a significant stockholder of Metalico, Inc. (“Metalico” or the “Company”), currently owning approximately 11.7% of the outstanding shares of Metalico. I am also the owner of Upstate Shredding, LLC (“Upstate Shredding”), the East Coast's largest privately owned scrap metal processor and recycling center, and one of the largest operations of its type in the eastern United States. I am deeply disappointed by the apparent unwillingness of Metalico’s Board and management to meet with me to date to discuss my concerns regarding Metalico’s poor financial and stock price performance.
I strongly believe that Metalico has great potential but do not believe it is in the best interest of stockholders for Metalico to continue as an independent company, let alone a public company. Executing a turnaround is difficult. Executing a turnaround in the public spotlight is even more challenging. Accordingly, I set forth my willingness to acquire all of the outstanding shares of common stock of Metalico, other than shares owned directly by me, through an appropriate acquisition entity, by merger or otherwise, for $0.78 per share in cash. My offer price represents an approximately 32% premium to the average market price of the Metalico shares over the past 30 days and an approximately 27% premium to the closing price of Metalico’s shares on February 20, 2015. I believe that merging Metalico with and into Upstate Shredding (or an affiliated entity) would create a stronger, more diversified company and also represents a compelling opportunity for Metalico’s stockholders to obtain liquidity for their shares while maximizing the value of their shares at a premium.
With 36 straight quarters of profitability, Upstate Shredding has considerable financial strength and full knowledge and expertise in the geographical region in which Metalico operates. Upstate Shredding is the recipient of a number of awards, including, in 2014, the Platts, a division of McGraw Hill, global award for Scrap Company of the Year. Upstate Shredding was also a finalist for AMM (American Metal Market) Scrap Company of the Year in 2014. My affiliates have been in the scrap metal recycling business since 1938 and therefore I believe I can complete my confirmatory due diligence on an expeditious basis.
Based on my review of Metalico’s public filings, I understand that consent would be required from your convertible noteholders and bank lenders. I am prepared to open up discussions with Metalico’s noteholders and bank lenders and am highly confident of receiving their consent for this transaction based on Upstate Shredding’s financial strength and reputation in the industry. Upstate Shredding will pursue replacement financing if necessary.
My proposal is conditioned upon satisfactory completion of confirmatory due diligence, obtaining all material and necessary consents and approvals, including by Metalico’s convertible noteholders and bank lenders, waiver of any Company anti-takeover provisions, including redemption of the Company’s poison pill, other customary conditions for a transaction of this type and size and the execution of a definitive agreement. I am committed to my $0.78 all-cash offer and am prepared to immediately commence my confirmatory due diligence and enter into negotiations for a definitive acquisition agreement.
The stockholders deserve to receive a full and fair price for their shares now. Given the Board’s apparent unwillingness to meet with me to date, I have no choice but to disclose this offer publicly. While I believe it would be in everyone’s best interest to complete this transaction on a friendly basis, in the event that the Board is unwilling to negotiate a transaction that maximizes value for all stockholders, and instead chooses to continue with its current plan, I reserve all rights to take any action I deem necessary to ensure the best interests of all stockholders are represented, including modifying or revoking this offer and taking my concerns directly to stockholders.
I stand ready to meet with the independent members of the Board of Directors and their representatives as soon as possible. Please call me as soon as possible to discuss.
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/s/ Adam Weitsman
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Adam Weitsman
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Exhibit 99.2
Adam Weitsman of Upstate Shredding Proposes to Acquire Metalico, Inc. for $0.78 Per Share
OWEGO, N.Y., February 23, 2015 – Adam Weitsman of Upstate Shredding, LLC (“Upstate Shredding”), the East Coast's largest privately owned scrap metal processor and recycling center, announced today that he has submitted a written proposal to the Chairman, President and Chief Executive Officer of Metalico, Inc. (NYSE MKT: MEA) (“MEA”) to acquire all of the outstanding shares of MEA for $0.78 per share in cash. Mr. Weitsman’s proposal represents an approximately 32% premium to the average market price of MEA’s shares over the past 30 days and an approximately 27% premium to the closing price of MEA’s shares on February 20, 2015. Mr. Weitsman currently owns approximately 11.7% of the outstanding common stock of MEA.
“I am deeply disappointed by the apparent unwillingness of MEA’s Board and management to meet with me to date, despite my significant holdings in MEA,” said Mr. Weitsman. “As a result, I have decided to publicly announce my proposal to acquire MEA, which I believe represents a compelling opportunity for MEA’s stockholders to obtain liquidity for their shares while maximizing the value of their shares at a premium. I strongly believe that MEA has great potential but do not believe it is in the best interest of stockholders for MEA to continue as an independent company, let alone a public company, given MEA’s long-term underperformance and poor stock price performance,” continued Mr. Weitsman.
Weitsman’s proposal is conditioned upon the satisfactory completion of confirmatory due diligence, obtaining all material and necessary consents and approvals, including by MEA’s convertible noteholders and bank lenders, waiver of any Company anti-takeover provisions, including redemption of the Company’s poison pill, other customary conditions for a transaction of this type and size and the execution of a definitive agreement. Weitsman is prepared to open up discussions with MEA’s convertible noteholders and bank lenders and is highly confident of receiving their consent for this transaction based on Upstate Shredding’s financial strength and reputation in the industry. Upstate Shredding will pursue replacement financing if necessary.
With 36 straight quarters of profitability, Upstate Shredding has considerable financial strength and full knowledge and expertise in the geographical region in which MEA operates. Upstate Shredding is the recipient of a number of awards, including, in 2014, the Platts, a division of McGraw Hill, global award for Scrap Company of the Year. Upstate Shredding was also a finalist for AMM (American Metal Market) Scrap Company of the Year in 2014. Weitsman’s affiliates have been in the scrap metal recycling business since 1938 and therefore limited confirmatory due diligence will be required.
The full text of the proposal letter follows:
February 23, 2015
Via Facsimile and Overnight Mail
Carlos E. Aguero
Chairman, President and Chief Executive Officer
Metalico, Inc.
186 North Avenue
East Cranford, NJ 07016
Dear Mr. Aguero:
As you know, I am a significant stockholder of Metalico, Inc. (“Metalico” or the “Company”), currently owning approximately 11.7% of the outstanding shares of Metalico. I am also the owner of Upstate Shredding, LLC (“Upstate Shredding”), the East Coast's largest privately owned scrap metal processor and recycling center, and one of the largest operations of its type in the eastern United States. I am deeply disappointed by the apparent unwillingness of Metalico’s Board and management to meet with me to date to discuss my concerns regarding Metalico’s poor financial and stock price performance.
I strongly believe that Metalico has great potential but do not believe it is in the best interest of stockholders for Metalico to continue as an independent company, let alone a public company. Executing a turnaround is difficult. Executing a turnaround in the public spotlight is even more challenging. Accordingly, I set forth my willingness to acquire all of the outstanding shares of common stock of Metalico, other than shares owned directly by me, through an appropriate acquisition entity, by merger or otherwise, for $0.78 per share in cash. My offer price represents an approximately 32% premium to the average market price of the Metalico shares over the past 30 days and an approximately 27% premium to the closing price of Metalico’s shares on February 20, 2015. I believe that merging Metalico with and into Upstate Shredding (or an affiliated entity) would create a stronger, more diversified company and also represents a compelling opportunity for Metalico’s stockholders to obtain liquidity for their shares while maximizing the value of their shares at a premium.
With 36 straight quarters of profitability, Upstate Shredding has considerable financial strength and full knowledge and expertise in the geographical region in which Metalico operates. Upstate Shredding is the recipient of a number of awards, including, in 2014, the Platts, a division of McGraw Hill, global award for Scrap Company of the Year. Upstate Shredding was also a finalist for AMM (American Metal Market) Scrap Company of the Year in 2014. My affiliates have been in the scrap metal recycling business since 1938 and therefore I believe I can complete my confirmatory due diligence on an expeditious basis.
Based on my review of Metalico’s public filings, I understand that consent would be required from your convertible noteholders and bank lenders. I am prepared to open up discussions with Metalico’s noteholders and bank lenders and am highly confident of receiving their consent for this transaction based on Upstate Shredding’s financial strength and reputation in the industry. Upstate Shredding will pursue replacement financing if necessary.
My proposal is conditioned upon satisfactory completion of confirmatory due diligence, obtaining all material and necessary consents and approvals, including by Metalico’s convertible noteholders and bank lenders, waiver of any Company anti-takeover provisions, including redemption of the Company’s poison pill, other customary conditions for a transaction of this type and size and the execution of a definitive agreement. I am committed to my $0.78 all-cash offer and am prepared to immediately commence my confirmatory due diligence and enter into negotiations for a definitive acquisition agreement.
The stockholders deserve to receive a full and fair price for their shares now. Given the Board’s apparent unwillingness to meet with me to date, I have no choice but to disclose this offer publicly. While I believe it would be in everyone’s best interest to complete this transaction on a friendly basis, in the event that the Board is unwilling to negotiate a transaction that maximizes value for all stockholders, and instead chooses to continue with its current plan, I reserve all rights to take any action I deem necessary to ensure the best interests of all stockholders are represented, including modifying or revoking this offer and taking my concerns directly to stockholders.
I stand ready to meet with the independent members of the Board of Directors and their representatives as soon as possible. Please call me as soon as possible to discuss.
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/s/ Adam Weitsman
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Adam Weitsman
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