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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
United Capital Corp.
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(Name of Subject Company (Issuer))
United Capital Corp.
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(Names of Filing Persons (Offeror))
Common Stock, $0.10 par value
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(Title of Class of Securities)
909912 1 07
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(CUSIP Number of Class of Securities)
A.F. Petrocelli
United Capital Corp.
9 Park Place
Great Neck, New York 11021
(516) 466-6464
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky, LLP
65 East 55th Street
Second Floor
New York, NY 10022
Telephone: (212) 451-2300
Facsimile: (212) 451-2222
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$24,500,000 $0
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* Estimated for purposes of calculating the amount of the filing fee only. This
amount assumes the purchase of 1,000,000 shares of common stock, par value $0.10
per share, at the maximum tender offer price of $24.50 per share and a minimum
tender offer price of $23.50 per share in cash.
|_| 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 the date of its filing.
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration
No.: Not applicable. Date Filed: Not applicable.
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
ITEMS 1 THROUGH 9, AND ITEM 11.
This Tender Offer Statement on Schedule TO is filed by United Capital
Corp., a Delaware corporation (the "Company"). This Schedule TO relates to the
offer by the Company to purchase 1,000,000 outstanding shares of common stock,
par value $0.10 per share (the "Shares") at a purchase price of not in excess
of $24.50 and not less than $23.50 per Share, upon the terms and subject to the
conditions that will be set forth in the Offer to Purchase which will be
available on December 5, 2005 (the "Offer to Purchase") and in the related
Letter of Transmittal. The Company's Offer to Purchase and the Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") may also be obtained when available on the
Securities and Exchange Commission website http://www.sec.gov.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(5)(i) Press release issued by Company, dated November 28, 2005.
Exhibit (a)(5)(i)
NEWS RELEASE NEWS RELEASE NEWS RELEASE
SUMMARY:
United Capital Corp. Announces
"Dutch Auction" Self-Tender Offer to
Repurchase up to 1,000,000 Shares
COMPANY CONTACT:
Anthony J. Miceli
Chief Financial Officer
(516) 466-6464
FOR IMMEDIATE RELEASE
GREAT NECK, New York, November 28, 2005... United Capital Corp. (AMEX: AFP)
today announced that its Board of Directors has authorized a "Dutch Auction"
self-tender offer for up to 1,000,000 shares of its common stock, or
approximately 12% of its outstanding shares. The offer will commence on December
5, 2005 and will expire at 5:00 p.m., New York City time, on January 10, 2006,
unless the offer is extended. Under the terms of the offer, the Company will
invite shareholders to tender shares at prices between $23.50 and $24.50 per
share. Terms of the Dutch Auction tender offer are described more fully in the
Offer to Purchase and Letter of Transmittal, pursuant to which the offer is
being made.
In a Dutch Auction, the company sets a price range, and stockholders are given
an opportunity to specify prices within that range at which they are willing to
sell shares. After the expiration of the tender offer, the company determines a
single per share price that will enable it to purchase the stated amount of
shares, or such lesser number of shares as have been properly tendered. If the
tender offer is oversubscribed, shares validly tendered at or below the purchase
price will be subject to proration; however, in this instance, United Capital
Corp. will not prorate shares tendered by any shareholder owning beneficially
fewer than 100 shares in the aggregate as of December 2, 2005 who continue to
beneficially own fewer than 100 shares at the expiration of the offer and who
tender all such shares in the offer. The tender offer is not conditioned on any
minimum number of shares being tendered.
United Capital Corp. expects to fund the offer with available cash resources.
Its common stock price closed at $22.60 on the American Stock Exchange on
November 25, 2005.
"The repurchase of our shares is clearly the best investment available to our
company at this time and is consistent with our long term goal of increasing
shareholder value," noted A.F. Petrocelli, Chairman, President and CEO of United
Capital Corp.
Innisfree M&A Incorporated will act as information agent and Continental Stock
Transfer & Trust Co. will act as depositary agent for the offer. Security
holders are advised to consult the Offer to Purchase, the Letter of Transmittal
or the Notice of Guaranteed Delivery related to the offer and any questions or
requests for additional copies may be directed to the information agent,
Innisfree M&A Incorporated, toll free at (888) 750-5834. The Offer to Purchase,
the Letter of Transmittal or the Notice of Guaranteed Delivery related to the
offer may also be obtained without charge on the Securities and Exchange
Commission's web site, www.sec.gov. Shareholders may also contact their broker,
dealer, commercial bank or trust company for assistance concerning the offer.
Certain statements in this press release and other statements made by the
Company or its representatives that are not strictly historical facts are
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that should be considered as subject to the many
risks and uncertainties that exist in the Company's operations and business
environment. The forward-looking statements are based on current expectations
and involve a number of known and unknown risks and uncertainties that could
cause the actual results, performance and/or achievements of the Company to
differ materially from any future results, performance or achievements,
expressed or implied, by the forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, and that in
light of the significant uncertainties inherent in forward-looking statements,
the inclusion of such statements should not be regarded as a representation by
the Company or any other person that the objectives or plans of the Company will
be achieved. The Company also assumes no obligation to publicly update or revise
its forward-looking statements or to advise of changes in the assumptions and
factors on which they are based. See our 2004 Annual Report on Form 10-K for a
discussion of risk factors that could impact our future financial performance
and/or cause actual results to differ significantly from those expressed or
implied by such statements.
United Capital Corp. owns and manages real estate and through subsidiaries,
provides engineered products to industrial and automotive markets worldwide.
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