SIENA HOLDINGS, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Siena Holdings, Inc.
(Name of Issuer)
John P. Kneafsey
(Names of Person(s) Filing Statement)
Common Stock, $0.10 par value
(Title of Class of Securities)
826 203 101
(CUSIP Number of Class of Securities)
John P. Kneafsey
c/o W. Joseph Dryer
President
Siena Holdings, Inc.
5068 W. Plano Parkway, Suite 300
Plano, TX 75093
(972) 381-4255
Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of filing persons)
Copy To:
Kevin M. O'Connell, Esq.
O'Connell & Co./Hong Kong & Washington DC
818 Connecticut Avenue N. W.
Washington, DC 20006
(202) 296-0350
This statement is filed in connection with (check the appropriate box):
a |X| 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.
b |_| The filing of a registration statement under the Securities Act
of 1933.
c |_| A tender offer.
d |_| None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |_|
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**
$3,525,000.00 $705.00
|X| Check the 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 the date of its filing.
Amount Previously Paid: $1,500.00 Filing Party: Siena Holdings, Inc.
Form or Registration No.: 0000060150 Date Filed:
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TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
Item 1. Summary Term Sheet
The Information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and Address
The information set forth in the "Notice of Special Meeting of
Shareholders" of the Proxy Statement is incorporated herein by
reference.
(b) Securities
The information set forth in the Proxy Statement under the
caption "PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Voting
Procedures and Revocability of Proxies" is incorporated herein
by reference.
(c) Trading Market and Price
The information set forth in the Proxy Statement under the
caption "INFORMATION ABOUT SIENA HOLDINGS, INC -- Price Range
Common Stock and Dividends" is incorporated herein by
reference.
(d) Dividends
The information set forth in the Proxy Statement under the
caption "INFORMATION ABOUT SIENA HOLDINGS, INC. -- Price Range
of Common Stock and Dividends" is incorporated herein by
reference.
(e) Prior Public Offerings
The Company has made no underwritten public offering of the
subject securities for cash during the past three years that
was registered under the Securities Act of 1933 or exempt from
registration under Regulation A (Rules 251 through 263 of the
Securities Act of 1933, as amended).
(f) Prior Stock Purchases
The Company has not purchased any subject securities during the
past two years.
Item 3. Identity and Background of Filing Person
The filing person is John P. Kneafsey. The subject company is Siena
Holdings, Inc. Information regarding the persons specified in
Instruction C to the Schedule is incorporated herein by reference to
the Proxy Statement under the caption "INFORMATION ABOUT Siena
Holdings, Inc. -- Current Directors and Executive Officers."
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Item 4. Terms of the Transaction
(a) Material Terms
The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is incorporated herein by reference.
(c) Different Terms
None.
(d) Appraisal Rights
The information set forth in the Proxy Statement under the caption
"PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Appraisal Rights is
incorporated herein by reference.
(e) Provisions For Unaffiliated Security Holders
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is
incorporated herein by reference.
(f) Eligibility For Listing or Trading
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Certain Effects of Reverse Stock Split and the
Reduction in Authorized Common Stock on the Company's Shareholders"
is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) Transactions
Not applicable.
(b) Significant Corporate Events
Not applicable.
(c) Negotiations or Contacts
Not applicable.
(e) Agreements Regarding the Subject Company's Securities
Not applicable.
Item 6. Purposes of the Transaction and Plans or Proposals
(a) Use of Securities Acquired
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Certain Effects of the Reverse Stock Split and
the Reduction in Authorized Common Stock on the Company's
Shareholders" is herein incorporated by reference.
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(b) (1) - (8) Plans
The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "SPECIAL FACTORS" and "PROPOSAL NO. 1
REVERSE STOCK SPLIT" is herein incorporated by reference.
Item 7. Purposes, Alternatives, Reasons and Effects in a Going Private
Transaction
(a) Purposes
The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "SPECIAL FACTORS -- Purpose and Reasons for
the Reverse Stock Split" is herein incorporated by reference.
(b) Alternatives
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Alternatives Considered by the Board of
Directors" is herein incorporated by reference.
(c) Reasons
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Purpose and Reasons for the Reverse Stock Split"
is herein incorporated by reference.
(d) Effects
The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "SPECIAL FACTORS -- Certain Effects of
Reverse Stock Split and the Reduction in Authorized Common Stock on
the Company's Shareholders" and "SPECIAL FACTORS -- Federal Income
Tax Consequences" is herein incorporated by reference.
Item 8. Fairness of the Going Private Transaction
(a) Fairness
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is herein
incorporated by reference.
(b) Factors Considered in Determining Fairness
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" and
"SPECIAL FACTORS -- Alternatives Considered by the Board of
Directors" is herein incorporated by reference.
(c) Approval of Security Holders
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" and
"PROPOSAL NO. 1 REVERSE STOCK SPLIT -- Vote Required" is herein
incorporated by reference.
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(d) Unaffiliated Representative
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is
incorporated herein by reference.
(e) Approval of Directors
The information set forth in the Proxy Statement under the captions
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" and
"SPECIAL FACTORS -- Background" is herein incorporated by reference.
(f) Other Offers
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Alternatives Considered by the Board of
Directors" is herein incorporated by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a) - (c) The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS -- Opinion of Charenton Advisors" is
incorporated herein by reference.
Item 10. Source and Amount of Funds or Other Consideration
(a) Source of Funds
The information set forth in the Proxy Statement under the caption "SPECIAL
FACTORS -- Certain Effects of the Reverse Stock Split and the Reduction in
Authorized Common Stock on the Company's Shareholders" is incorporated
herein by reference.
(b) Conditions
Not applicable.
(c) Expenses
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Certain Effects of the Reverse Stock Split and
the Reduction in Authorized Common Stock on the Company's
Shareholders" is incorporated herein by reference.
(d) Borrowed Funds
Not applicable.
Item 11. Interest in Securities of the Subject Company
(a) Securities Ownership
The information set forth in the Proxy Statement under the caption
"INFORMATION ABOUT SIENA HOLDINGS, INC. -- Ownership of Voting
Securities of the Company" is incorporated herein by reference.
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(b) Securities Transactions
Item 12. The Solicitation or Recommendation
(d) Intent to Tender or Vote in a Going-Private Transaction
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is
incorporated herein by reference.
(e) Recommendations of Others
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Fairness of the Reverse Stock Split" is
incorporated herein by reference.
Item 13. Financial Statements
(a) The financial information in the Company's Annual Report on Form
10-K for the year ended June 30, 2002 and the Company's Form 10-Q
for the quarter ended March 31, 2003 are incorporated herein by
reference.
(b) Pro Forma Information
The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS -- Certain Effects of Reverse Stock Split and the
Reduction in Authorized Common Stock on the Company's Shareholders"
is herein incorporated by reference.
Item 14. Persons/Assets Retained, Employed, Compensated or Used
The information set forth in the Proxy Statement under the caption
"INFORMATION ABOUT SIENA HOLDINGS, INC. -- Persons Making the
Solicitation" is incorporated herein by reference.
Item 15. Additional Information
The information contained in the Proxy Statement, including any
appendices or exhibits thereto, is incorporated herein by reference.
Item 16. Exhibits.
(a)(1) The Definitive Proxy Statement, including all appendices thereto
(filed electronically by EDGAR with the Securities and Exchange
Commission on September 30, 2003) is incorporated herein by
reference.
(c)(1) The Opinion of Charenton Advisors, including all Exhibits thereto
(filed as Appendix B to the Definitive Proxy Statement filed
electronically by EDGAR with the Securities and Exchange
Commission on September 30, 2003) is incorporated herein by
reference.
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SIGNATURE
After due 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.
Date: September 30, 2003
John P. Kneafsey
Chief Executive Officer
Siena Holdings, Inc.
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