- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
September 30 2009 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Amendment No. 2 to
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
MAXXAM Inc.
MAXXAM Inc.
Charles E. Hurwitz
Gilda Investments, LLC
Giddeon Holdings, Inc.
Hurwitz Investment Partnership L.P.
Hurwitz Family Foundation
Shawn M. Hurwitz
(Name of Person(s) Filing Statement)
Common Stock, $0.50 Par Value; Preferred Stock, $0.50 Par Value
(Title of Class of Securities)
Common Stock 577913-10-6; Preferred Stock 577913-20-5
(CUSIP Number of Class of Securities)
Bernard L. Birkel
Corporate Secretary
1330 Post Oak Boulevard, Suite 2000
Houston, Texas 77056-3058
(713) 975-7600
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
With Copies To:
Geoffrey K. Walker
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002-3090
(713) 220-4757
This statement is filed in connection with (check the appropriate box):
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a.
þ
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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.
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b.
o
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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:
þ
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee*
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$1,806,000
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$
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100.77
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*
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Pursuant to Rule 0-11(b)(1) and Fee Rate Advisory #5 dated March 11, 2009, the transaction
valuation equals the value of the securities proposed to be acquired and the filing fee equals
$55.80 per million of the transaction value, in each case based on the cash out prices
proposed to be paid for the estimated numbers of shares of Common Stock and Class A Preferred
Stock proposed to be acquired in the Rule 13e-3 Transaction.
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Check 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 date of its filing.
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Amount Previously Paid: 100.77
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Form or Registration No.: Schedule 13E-3
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Filing Party: MAXXAM Inc., Charles E. Hurwitz, Gilda Investments, LLC, Giddeon Holdings, Inc.,
Hurwitz Investment Partnership L.P., Hurwitz Family Foundation, and Shawn M. Hurwitz
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Date Filed: September 30, 2009
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
Schedule
13E-3
) is being filed with the Securities and Exchange Commission (the
SEC
) pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), by MAXXAM Inc.
(
MAXXAM
or the
Company
), a Delaware corporation, Charles E. Hurwitz, Gilda Investments, LLC, a
Delaware limited liability company, Giddeon Holdings, Inc., a Delaware corporation, the Hurwitz
Investment Partnership L.P., a Texas limited partnership, the Hurwitz Family Foundation, a Texas
nonprofit corporation, and Shawn M. Hurwitz (collectively, the
Filing Persons
).
The Company proposes to hold a special meeting of its stockholders (the
Meeting
) to consider an
amendment to the Companys Restated Certificate of Incorporation to effect a 1-for-250 reverse
stock split of MAXXAMs common and preferred shares (the
Reverse Stock Split
). As a result of
the Reverse Stock Split, (a) each stockholder owning fewer than 250 shares of MAXXAM common stock
immediately prior to the Reverse Stock Split will receive $10.77 in cash, without interest, for
each MAXXAM common share owned by such stockholder immediately prior to the Reverse Stock Split and
will no longer own any of the Companys common shares; (b) each stockholder owning fewer than 250
shares of MAXXAM preferred stock immediately prior to the Reverse Stock Split will receive $11.52
in cash, without interest, for each MAXXAM preferred share owned by such stockholder immediately
prior to the Reverse Stock Split and will no longer own any of the Companys preferred shares; and
(c) each stockholder owning 250 or more common or preferred shares immediately prior to the Reverse
Stock Split will receive one share for each 250 shares held before the Reverse Stock Split and, in
lieu of any fractional shares following the Reverse Stock Split, will receive $10.77 in cash,
without interest, for any common shares held immediately prior to the Reverse Stock Split that
result in the fraction and $11.52 in cash, without interest, for any preferred shares held
immediately prior to the Reverse Stock Split that result in the fraction. Based upon the Companys
analysis, it expects to pay an aggregate of approximately $1,700,000 to its stockholders in
connection with the Reverse Stock Split.
The primary effect of the Reverse Stock Split will be to reduce the Companys total number of
record holders of common stock below 300 by fully cashing out shareholders with less than 250
shares. This will allow the Company to suspend its SEC reporting obligations and seek to terminate
the registration of its common stock under Section 15(d) of the Exchange Act.
This Schedule 13E-3 is being filed by the Filing Persons with the SEC pursuant to Section 13(e) of
the Exchange Act and Rule 13e-3 thereunder in connection with the filing by the Company of an
amended preliminary proxy statement (
Proxy Statement
) filed under Regulation 14A of the Exchange
Act. Each of the cross references indicated in the Items of this Schedule 13E-3 shows the location
in the Proxy Statement of the information required to be included in response to such Items in this
Schedule 13E-3. The information contained in the Proxy Statement, including all schedules,
exhibits, appendices and annexes thereto, is hereby expressly incorporated herein by reference, and
the responses to each Item in this Schedule 13E-3 are qualified in their entirety by the
information contained in the Proxy Statement and the schedules, exhibits, appendices and annexes
thereto, including the accompanying proxy cards. All information contained in this Schedule 13E-3
concerning the Company has been supplied by the Company.
As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or
amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the
Proxy Statement.
All references in this Schedule 13E-3 to Items numbered 1001 through 1016 contained in this
Schedule 13E-3 are references to the corresponding Items contained in Regulation M-A under the
Exchange Act.
1
Item 1. SUMMARY TERM SHEET
Item 1001
The information set forth in the Proxy Statement under the following caption is incorporated herein
by reference: SUMMARY TERM SHEET.
Item 2. SUBJECT COMPANY INFORMATION
Item 1002
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(a)
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Name and Address.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: REVERSE STOCK SPLIT PROPOSALBackground of MAXXAM.
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(b)
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Securities.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: REVERSE STOCK SPLIT PROPOSALDescription of Capital Stock.
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(c)
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Trading Market and Price.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: VOTING SECURITIESMarket Price of Common Stock.
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(d)
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Dividends.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: VOTING SECURITIESDividends.
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(e)
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Prior Public Offerings.
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Not applicable.
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(f)
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Prior Stock Purchases.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: VOTING SECURITIESCommon Stock Repurchases.
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Item 3. IDENTITY AND BACKGROUND OF FILING PERSONS
Item 1003
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(a)
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Name and Address.
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The information set forth in the Proxy Statements under the following captions is
incorporated herein by reference: REVERSE STOCK SPLIT PROPOSALBackground of MAXXAM
andDescription and Interest of Certain Persons in Matters to be Acted Upon.
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(b)
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Business and Background of Entities.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: REVERSE STOCK SPLIT PROPOSALDescription and Interest of Certain
Persons in Matters to be Acted Upon.
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(c)
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Business and Background of Natural Persons.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: REVERSE STOCK SPLIT PROPOSALDescription and Interest of Certain
Persons in Matters to be Acted Upon.
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Item 4. TERMS OF THE TRANSACTION
Item 1004
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(a)(2)
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Material Terms.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSPurpose of the Reverse Stock Split,
Effects of the Reverse Stock Split,Fairness of the Reverse Stock Split, Material United
States Federal Income Tax Consequences to Stockholders, andFinancing, Source of Funds and
Expenses, REVERSE STOCK SPLIT PROPOSALAccounting Treatment, and MEETING AND VOTING
INFORMATIONQuorum and Required Vote.
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(c)
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Different Terms.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSEffects of the Reverse Stock Split,
and Fairness of the Reverse Stock Split and REVERSE STOCK SPLIT PROPOSALSummary and
Structure.
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(d)
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Appraisal Rights.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: REVERSE STOCK SPLIT PROPOSALUnavailability of Appraisal
or Dissenters Rights.
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(e)
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Provisions for Unaffiliated Security Holders.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SPECIAL FACTORSEffects of the Reverse Stock Split
andFairness of the Reverse Stock Split and AVAILABLE INFORMATION.
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(f)
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Eligibility for Listing or Trading.
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Not applicable.
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Item 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 1005
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(a)
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Transactions.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTSRelated
Party Transactions.
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(b)
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Significant Corporate Events.
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Not applicable.
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(c)
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Negotiations or Contacts.
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Not applicable.
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(e)
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Agreements Involving the Subject Companys Securities.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: REVERSE STOCK SPLIT PROPOSALDescription of Capital
Stock and PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTSDirector and Officer
Compensation andRelated Party Transactions.
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Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 1006
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(b)
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Use of Securities Acquired.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: QUESTIONS AND ANSWERS ABOUT THE MEETING AND REVERSE
STOCK SPLIT and REVERSE STOCK SPLIT PROPOSALAccounting Treatment.
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(c)
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Plans.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSPurpose of the Reverse Stock
Split,Description of the Reverse Stock Split andEffects of the Reverse Stock Split,
VOTING SECURITIESMarket Price of Common Stock, andDividends and PAST CONTACTS,
TRANSACTIONS, NEGOTIATIONS AND AGREEMENTSCompany Plans.
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Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Item 1013
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(a)
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Purposes.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSPurpose of the Reverse Stock Split
and REVERSE STOCK SPLIT PROPOSALBackground of the Reverse Stock Split.
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(b)
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Alternatives.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: SPECIAL FACTORSAlternatives to the Reverse Stock Split.
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(c)
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Reasons.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, and SPECIAL FACTORSPurpose of the Reverse Stock
Split and REVERSE STOCK SPLIT PROPOSALBackground of the Reverse Stock Split.
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(d)
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Effects.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSEffects of the Reverse Stock Split
and
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Fairness of the Reverse Stock Split and REVERSE STOCK SPLIT PROPOSALSummary and
Structure andMaterial United States Federal Income Tax Consequences to Stockholders.
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Item 8. FAIRNESS OF THE TRANSACTION
Item 1014
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(a)
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Fairness.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSFairness of the
Reverse Stock Split andOpinion of WoodRock & Co. and REVERSE STOCK SPLIT
PROPOSALBackground of the Reverse Stock Split.
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(b)
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Factors Considered in Determining Fairness.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSFairness of the
Reverse Stock Split and Opinion of Woodrock & Co.
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(c)
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Approval of Security Holders.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSFairness of the
Reverse Stock Split and MEETING AND VOTING INFORMATIONQuorum and Required Vote.
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(d)
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Unaffiliated Representative.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: SPECIAL FACTORSFairness of the Reverse Stock Split.
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(e)
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Approval of Directors.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SPECIAL FACTORSFairness of the Reverse Stock Split
andConclusion and REVERSE STOCK SPLIT PROPOSALBackground of the Reverse Stock Split
andRecommendation of the Board of Directors.
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(f)
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Other Offers.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: SPECIAL FACTORSFairness of the Reverse Stock Split.
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Item 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Item 1015
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(a)
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Report, Opinion or Appraisal.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSFairness of the
Reverse Stock Split, and Opinion of WoodRock & Co., REVERSE STOCK SPLIT
PROPOSALBackground of the Reverse Stock Split and Exhibit A to the Proxy Statement
entitled FAIRNESS OPINION.
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(b)
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Preparer and Summary of the Report, Opinion or Appraisal.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SPECIAL FACTORSFairness of the Reverse Stock Split
andOpinion of WoodRock & Co. and REVERSE STOCK SPLIT PROPOSALBackground of the Reverse
Stock Split.
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(c)
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Availability of Documents.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: Special FactorsOpinion of WoodRock & Co.
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Item 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Item 1007
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(a)
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Source of Funds.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE REVERSE
STOCK SPLIT, SPECIAL FACTORSFinancing, Source of Funds and Expenses and MEETING AND
VOTING INFORMATIONSolicitation and Costs.
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(b)
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Conditions.
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Not applicable.
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(c)
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Expenses.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SPECIAL FACTORSFinancing, Source of Funds and Expenses
and MEETING AND VOTING INFORMATIONSolicitation and Costs.
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(d)
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Borrowed Funds.
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Not applicable.
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Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 1008
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(a)
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Securities Ownership.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: REVERSE STOCK SPLIT PROPOSALDescription and Interest of
Certain Persons in Matters to be Acted Upon andPrincipal Holders and Management
Ownership.
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(b)
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Securities Transactions.
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Not applicable.
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Item 12. THE SOLICITATION OR RECOMMENDATION
Item 1012
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(d)
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Intent to Tender or Vote in a Going Private Transaction.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSEffects of the Reverse Stock
Split,Fairness of the Reverse Stock Split andConclusion and REVERSE STOCK SPLIT
PROPOSALRecommendation of the Board of Directors and Description and Interest of Certain
Persons in Matters to be Acted Upon.
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(e)
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Recommendations of Others.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE
MEETING AND THE REVERSE STOCK SPLIT, SPECIAL FACTORSFairness of the Reverse Stock Split
andConclusion and REVERSE STOCK SPLIT PROPOSALBackground of the Reverse Stock Split
andRecommendation of the Board of Directors.
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Item 13. FINANCIAL STATEMENTS
Item 1010
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(a)
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Financial Information.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: FINANCIAL INFORMATIONSummary Historical Financial Information.
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(b)
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Pro forma Information.
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The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: FINANCIAL INFORMATIONPro Forma Consolidated Financial
Statements (Unaudited)and Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements.
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Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Item 1009
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(a)
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Solicitations or Recommendations.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: MEETING AND VOTING INFORMATIONSolicitation and Costs.
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(b)
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Employees and Corporate Assets.
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The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference: MEETING AND VOTING INFORMATIONSolicitation and Costs.
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Item 15. ADDITIONAL INFORMATION
Item 1011
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(b)
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Other Material Information.
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The information contained in the Proxy Statement, including all appendices and the proxy
card attached hereto, is incorporated herein by reference.
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Item 16. EXHIBITS
Item 1016
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(a)(i)
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Preliminary Proxy Statement (the
Proxy Statement
) on Schedule 14A including all
appendices and the proxy card attached thereto, filed by MAXXAM with the SEC on September
30, 2009 (incorporated herein by reference to the Schedule 14A filed by MAXXAM with the SEC
on September 30, 2009).
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(a)(ii)
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Press Release issued by MAXXAM on August 24, 2009 (incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by MAXXAM with the SEC on August 24,
2009).
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(c)(i)
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WoodRock & Co. Presentation to the Board of Directors, furnished to MAXXAM Inc. directors
on August 14, 2009.
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(c)(ii)
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WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 17,
2009.
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(c)(iii)
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Executive summary page and replacement update pages for WoodRock & Co. Presentation to
the Board of Directors, furnished to MAXXAM Inc. directors on August 18, 2009.
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(c)(iv)
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Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on
August 18, 2009.
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(c)(v)
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Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on
August 21, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM
Inc. directors on August 18, 2009.
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(c)(vi)
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Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on
August 24, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM
Inc. directors on August 21, 2009.
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(c)(vii)
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Unmarked version of the revised draft WoodRock Fairness Opinion, furnished to MAXXAM
Inc. directors on August 24, 2009.
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(c)(viii)
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Executed Fairness Opinion of WoodRock & Co., dated August 24, 2009 (incorporated
herein by reference to Exhibit A to the Proxy Statement).
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(c)(ix)
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Letter Agreement between MAXXAM Inc. and WoodRock & Co. dated September 24, 2009.
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(d)(i)
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MAXXAM 2002 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference
to Exhibit 10.51 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March
31, 2009).
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(d)(ii)
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MAXXAM 1994 Omnibus Employee Incentive Plan, as amended (incorporated herein by
reference to Exhibit 10.53 to the Annual Report on Form 10-K filed by MAXXAM with the SEC
on March 31, 2009).
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(d)(iii)
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Restricted Stock Agreement dated December 13, 1999, between the Company and Charles E.
Hurwitz, as amended (incorporated herein by reference to Exhibits 10.71 and 10.72 to the
Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
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(d)(iv)
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MAXXAM Amended and Restated Non-Employee Director Stock Plan (incorporated herein by
reference to Exhibit 99.1 to the Schedule 14A filed by MAXXAM with the SEC on April 20,
2004).
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(d)(v)
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Rights Agreement, dated as of December 15, 1999, between MAXXAM Inc. and American Stock
Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Annual
Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
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(d)(vi)
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Deferred Fee Agreement, dated September 1, 1994, between the Company and Ezra G. Levin,
as amended (incorporated herein by reference to Exhibits 10.77, 10.78 and 10.79 to the
Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
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(d)(vii)
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Separation, Release and Confidentiality Agreement, dated July 31, 2008, between the
Company and J. Kent Friedman (incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K/A Amendment No. 1 filed by MAXXAM with the SEC on August 7,
2008). [Note: A portion of this exhibit has been redacted and the redacted portion
separately filed with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]
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8
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
for in this statement is true, complete and correct.
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Date: September 30, 2009
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MAXXAM INC.
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/s/ Charles E. Hurwitz
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Charles E. Hurwitz
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Chief Executive Officer
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/s/ Charles E. Hurwitz
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Charles E. Hurwitz
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GILDA INVESTMENTS, LLC
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/s/ Charles E. Hurwitz
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Charles E. Hurwitz
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President
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GIDDEON HOLDINGS, INC.
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/s/ Charles E. Hurwitz
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Charles E. Hurwitz
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President
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HURWITZ INVESTMENT PARTNERSHIP L.P.
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/s/ Charles E. Hurwitz
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Charles E. Hurwitz
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Managing General Partner
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HURWITZ FAMILY FOUNDATION
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/s/ Charles E. Hurwitz
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Charles E. Hurwitz
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President
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/s/ Shawn M. Hurwitz
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Shawn M. Hurwitz
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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(a)(i)
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Preliminary Proxy Statement on Schedule 14A including all appendices and the proxy card
attached thereto, filed by MAXXAM with the SEC on September 30, 2009 (incorporated herein by
reference to the Schedule 14A filed by MAXXAM with the SEC on September 30, 2009).
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(a)(ii)
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Press Release issued by MAXXAM on August 24, 2009 (incorporated herein by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by MAXXAM with the SEC on August 24,
2009).
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(c)(i)
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WoodRock & Co. Presentation to the Board of Directors, furnished to MAXXAM Inc. directors on
August 14, 2009.
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(c)(ii)
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WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August 17, 2009.
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(c)(iii)
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Executive summary page and replacement update pages for WoodRock & Co. Presentation to the
Board of Directors, furnished to MAXXAM Inc. directors on August 18, 2009.
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(c)(iv)
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Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August
18, 2009.
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(c)(v)
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Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August
21, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM Inc.
directors on August 18, 2009.
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(c)(vi)
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Revised WoodRock & Co. draft Fairness Opinion, furnished to MAXXAM Inc. directors on August
24, 2009, marked to show changes to the draft Fairness Opinion distributed to MAXXAM Inc.
directors on August 21, 2009.
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(c)(vii)
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Unmarked version of the revised draft WoodRock Fairness Opinion, furnished to MAXXAM Inc.
directors on August 24, 2009.
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(c)(viii)
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Executed Fairness Opinion of WoodRock & Co., dated August 24, 2009 (incorporated herein by
reference to Exhibit A to the Proxy Statement).
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(c)(ix)
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Letter Agreement between MAXXAM Inc. and WoodRock & Co. dated September 24, 2009.
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(d)(i)
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MAXXAM 2002 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference to
Exhibit 10.51 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31,
2009).
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(d)(ii)
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MAXXAM 1994 Omnibus Employee Incentive Plan, as amended (incorporated herein by reference to
Exhibit 10.53 to the Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31,
2009).
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(d)(iii)
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Restricted Stock Agreement dated December 13, 1999, between the Company and Charles E.
Hurwitz, as amended (incorporated herein by reference to Exhibits 10.71 and 10.72 to the
Annual Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
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(d)(iv)
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MAXXAM Amended and Restated Non-Employee Director Stock Plan (incorporated herein by
reference to Exhibit 99.1 to the Schedule 14A filed by MAXXAM with the SEC on April 20,
2004).
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(d)(v)
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Rights Agreement, dated as of December 15, 1999, between MAXXAM Inc. and American Stock
Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Annual
Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
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Exhibit
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Number
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Description
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(d)(vi)
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Deferred Fee Agreement, dated September 1, 1994, between the Company and Ezra G. Levin, as
amended (incorporated herein by reference to Exhibits 10.77, 10.78 and 10.79 to the Annual
Report on Form 10-K filed by MAXXAM with the SEC on March 31, 2009).
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(d)(vii)
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Separation, Release and Confidentiality Agreement, dated July 31, 2008, between the Company
and J. Kent Friedman (incorporated herein by reference to Exhibit 10.1 to the Current Report
on 8-K/A Amendment No. 1 filed by MAXXAM with the SEC on August 7, 2008). [Note: A portion
of this exhibit has been redacted and the redacted portion separately filed with the
Securities and Exchange Commission pursuant to a request for confidential treatment.]
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