UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 TO SCHEDULE 13E-3 (RULE 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
LINCOLN LOGS LTD.
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(Name of Issuer)
Lincoln Logs Ltd. and John D. Shepherd
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(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value
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(Title of Class of Securities)
CUSIP #533788-30-3
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(CUSIP Number of Class of Securities)
Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement
Benjamin Shepherd, Leslie M. Apple, Esquire
Chief Financial Officer Whiteman Osterman & Hanna LLP
Lincoln Logs Ltd. One Commerce Plaza
5 Riverside Drive Albany, New York 12260
Chestertown, New York 12817 (518) 487-7770
(518) 494-5500
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 (Sections 240.14a-1 through 240.14b-2),
Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule
13e- 3(c)(Section 240.13e-3(c)) under the Securities Exchange Act of
1934 ("the Act").
b / / The filing of a registration statement under the Securities Act
of 1933.
c / / A tender offer.
d / / None of the above.
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**
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$115,669 $13.62
* The "Transaction Valuation" amount referred to above is the product of the
approximate number of shares of common stock to be acquired in the proposed
transaction for cash at a market price of $0.49 per share. No securities are
being acquired for non-cash consideration.
** In accordance with the Securities Exchange Act of 1934, as amended, the
Filing Fee is determined by multiplying the Transaction Valuation of $115,669 by
0.00011770.
/X/ Check the box if any part of the fee is offset as provided by Section
240.0-11(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: $13.62
Form or Registration No.: Schedule 13E-3
Filing Party: Lincoln Logs, Ltd.
Date Filed: March 24, 2005
INTRODUCTION
This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") is being filed by LINCOLN LOGS LTD., a New York corporation
(the "Company"), and JOHN D. SHEPHERD, Chairman, President and Chief Executive
Officer of the Company and holder of approximately 57% of the Company's out-
standing shares of common stock, pursuant to Section 13(e) of the Securities
Exchange Act of 1934 (the "Exchange Act"), as amended and Rule 13e-3 thereunder.
This Amendment, filed jointly by the Company and Mr. Shepherd, is being filed
pursuant to Rule 13e-3(d)(3) as a final amendment to the Schedule 13E-3 to
report the results of the consideration by the Company's shareholders of the
Company's proposal to amend its certificate of incorporation to effect a
1-for-500 reverse stock split (the "Reverse Split") of shares of the Company's
common stock, par value $0.01 per share.
Shareholders holding shares of the Company's common stock representing the
required majority of votes approved the Reverse Split at an Annual Meeting of
Shareholders held on September 12, 2005 (the "2005 Annual Meeting"). The
Company filed a Certificate of Amendment to its Restated Certificate of
Incorporation with the Department of State of the State of New York to effect
the Reverse Split on September 13, 2005. As a result of the effectiveness of
the Reverse Split on September 13, 2005, (i) shareholders owning fewer than
500 shares of the Company's common stock prior to the consummation of the
Reverse Split have the right to receive cash in an amount equal to the result
obtained by multiplying $245.00 by a fraction having as the numerator the
number of shares owned and having as the denominator the number 500 (which is
equal to $0.49 per share of stock owned by such shareholders immediately prior
to the Reverse Split), and (ii) each shareholder owning 500 or more shares
prior to the Reverse Split will own 1 share for every 500 shares previously
owned by such shareholder and will receive cash for any fractional shares
resulting from the Reverse Split.
Based on information available to the Company, the Reverse Split reduced the
number of record holders of the Company's common stock to fewer than 300. The
Company intends to file a Form 15 with the Securities and Exchange Commission
(the "SEC") as of the date hereof to terminate the registration of the Company's
common stock under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Upon the filing of the Form 15, in the absence of action by the
SEC, the Company will no longer be required to file periodic reports with the
SEC, including annual reports on Form 10-KSB and quarterly reports on Form
10-QSB, and will no longer be subject to the SEC's proxy rules. In addition, the
Company has sent a letter to the OTC Bulletin Board notifying it of the Reverse
Split and accordingly, it is anticipated that the Company's common stock will
not be eligible for trading on the OTC Bulletin Board effective as of September
14, 2005.
A Definitive Proxy Statement of the Company on Schedule 14A relating to the
2005 Annual Meeting was being filed pursuant to Section 14(a) of the Exchange
Act on August 16, 2005. The Proxy Statement describes, among other things, the
Reverse Split. Except as otherwise set forth below, the information set forth
in the Proxy Statement, including all appendices thereto, is hereby expressly
incorporated by reference into this Schedule 13E-3 and the responses to each
item are qualified in their entirety by the provisions of the Proxy Statement.
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Item 1. SUMMARY TERM SHEET. The information set forth in the Proxy
Statement under the section "SUMMARY TERM SHEET" is incorporated herein by
reference.
Item 2. SUBJECT COMPANY INFORMATION. The information set forth in the section
of the Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND
CERTAIN TRANSACTIONS" is incorporated herein by reference.
Item 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a) NAME AND ADDRESS. The filing persons are (i) the subject company,
Lincoln Logs Ltd., 5 Riverside Drive, Chestertown, New York 12817, and
(ii) John D. Shepherd, Chairman, President and Chief Executive Officer
of the Company and shareholder of approximately 57% of the Company's
outstanding shares of common stock, whose business address is Lincoln
Logs Ltd., 5 Riverside Drive, Chestertown, New York 12817. The
telephone number at the Company's principal place of business is
(518) 494-5500.
The executive officers of the Company are:
John D. Shepherd
Chairman of the Board, President and Chief Executive Officer
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Benjamin A. Shepherd
Vice President - Finance and Chief Financial Officer,
Vice President - Corporate Development and Secretary
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Richard C. Farr
Director of Corporate Strategy
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Jeffrey J. LaPell
Vice President and Chief Operating Officer
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
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The members of the Board of Directors of the Company are:
Leslie M. Apple, Esq.
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Samuel J. Padula
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Steven Patlin
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Richard C. Farr
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
John D. Shepherd
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Jeffry J. LaPell
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
Benjamin A. Shepherd
c/o Lincoln Logs Ltd.
5 Riverside Drive
Chestertown, New York 12817
(518) 494-5500
(b) BUSINESS AND BACKGROUND OF ENTITIES. Not applicable.
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(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information set forth in
the section of the Proxy Statement captioned "INFORMATION REGARDING THE
COMPANY AND CERTAIN TRANSACTIONS" is incorporated herein by reference.
Each director and executive officer of the Company, including Mr.
Shepherd is a citizen of the United States. No executive officer or
director, including Mr. Shepherd, has been either (a) convicted in a
criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors) or (b) a party to any judicial or
administrative proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state
securities laws.
Item 4. TERMS OF THE TRANSACTION.
(a) MATERIAL TERMS.
1. Tender Offers: Not applicable.
2. Mergers or Similar Transactions: The following information is provided
with respect to the Reverse Split:
i. Description of the Transaction: The information set forth in the
sections of the Proxy Statement captioned "SUMMARY TERM SHEET" and
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
INCORPORATION TO EFFECT REVERSE SPLIT" is incorporated herein by
reference.
ii. Consideration Offered to Security Holders: The information set
forth in the sections of the Proxy Statement captioned "SUMMARY TERM
SHEET" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - How the Reverse
Split Will Be Undertaken", "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
Purposes and Reasons for the Proposed Reverse Split", "SPECIAL FACTORS
RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
EFFECT REVERSE SPLIT - Deliberations of the Board of Directors", and
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the General Effects
Of The Reverse Split" is incorporated herein by reference.
iii. Reasons for Engaging in the Transaction: The information set forth
in the sections of the Proxy Statement captioned "SUMMARY TERM SHEET",
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
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INCORPORATION TO EFFECT REVERSE SPLIT - Purposes and Reasons for the
Proposed Reverse Split", and "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
Deliberations of the Board of Directors" is incorporated herein by
reference.
iv. Vote Required for Approval of the Transaction: The information set
forth in the sections of the Proxy Statement captioned "SUMMARY TERM
SHEET" and "PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF
INCORPORATION TO EFFECT REVERSE STOCK SPLIT - Shareholder Approval" is
incorporated herein by reference.
v. Material Differences in Rights of Security Holders: The information
set forth in the section of the Proxy Statement captioned "SUMMARY TERM
SHEET" and "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the
General Effects Of The Reverse Split" is incorporated herein by
reference.
vi. Accounting Treatment: The information set forth in the section of
the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
Summary of the General Effects Of The Reverse Split" is incorporated
herein by reference.
vii. Federal Income Tax Consequences of the Transaction: The information
set forth in the section of the Proxy Statement captioned "FEDERAL INCOME
TAX CONSEQUENCES" is incorporated herein by reference.
(c) DIFFERENT TERMS. There are no items or arrangements in the transaction
that treat certain shareholders differently from other shareholders.
Shareholders holding fewer than 500 shares of Common Stock immediately prior
to the Reverse Split will, however, cease to be shareholders of the Company
upon consummation of the Reverse Split.
(d) APPRAISAL RIGHTS. The information set forth in the section of the Proxy
Statement captioned "DISSENTERS' APPRAISAL RIGHTS" is incorporated herein by
reference. In addition, shareholders should refer to the copy of the
dissenters' rights statute that is included as Appendix B to the Proxy
Statement.
(e) PROVISIONS FOR UNAFFILIATED SECURITIES HOLDERS. None.
(f) ELIGIBILITY FOR LISTING OR TRADING. The Company intends to file as of the
date hereof an application with the Securities and Exchange Commission
to suspend or terminate the registration of the Common Stock under the
Exchange Act and will cause the listings of the Common Stock on the NASDAQ
Over The Counter Bulletin Board to be terminated.
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Item 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. The information set forth in the section of the Proxy
Statement captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN
TRANSACTIONS - Certain Transactions" is incorporated herein by reference.
(b) SIGNIFICANT CORPORATE EVENTS. None.
(c) NEGOTIATIONS OR CONTACTS. None.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The information
set forth in the section of the Proxy Statement captioned "INFORMATION
REGARDING THE COMPANY AND CERTAIN TRANSACTIONS" is incorporated herein by
reference.
Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The outstanding shares of the Company's
existing common stock, par value $0.01, that would otherwise be converted
into a fractional share of the Company's common stock will be cancelled by
the Company's board of directors; otherwise, no securities will be acquired
in the transaction.
(c) PLANS.
1. There are no plans, proposals or negotiations that relate to or might
result in any extraordinary transactions (e.g. merger, reorganization or
liquidation) involving the Company or its subsidiaries, aside from the
Reverse Split described herein.
2. There are no plans, proposals or negotiations that relate to or might
result in any purchase, sale or transfer of a material amount of assets
of the Company or any of its subsidiaries.
3. There are no plans, proposals or negotiations that relate to or might
result in any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company aside from the Reverse
Split described herein.
4. Except as set forth below, there are no plans, proposals or negotiations
that relate to or might result in any material change in the present board
of directors or management of the Company, including but not limited to
any plans or proposals to change the number or the term of directors or to
fill any existing vacancies on the board or to change any material term of
the employment contract of any executive officer. On September 12, 2005,
the Company's board of directors was advised that neither William J. Thyne
nor Reginald W. Ray, Jr. has accepted his election to the board of
directors of the Company for the current year. The Company's board of
directors will seek to fill the vacancies left by Mr. Thyne and Mr. Ray
or will eliminate such positions in accordance with applicabable law.
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5. There are no plans, proposals or negotiations that relate to or might
result in any other material change in the Company's corporate structure
or business.
6. The Company's common stock is not currently listed on an exchange. Once
the Company is deregistered under the Exchange Act, the Company's common
stock will no longer be quoted on the Nasdaq OTC Bulletin Board.
7. As a result of the Reverse Split, the securities of the Company are
eligible for termination of registration under Section 12(g)(4) of the
Act.
8. As a result of the Reverse Split transaction, the Company's obligation to
file periodic reports under Section 15(d) of the Act will be suspended.
Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) PURPOSES. The information set forth in the sections of the Proxy
Statement captioned "SUMMARY TERM SHEET" and "SPECIAL FACTORS RELATING TO
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
SPLIT - Purposes and Reasons for the Proposal Reverse Split" is incorporated
herein by reference.
(b) ALTERNATIVES. The information set forth in the sections of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations
Regarding the Reverse Split Transaction" is incorporated herein by reference.
(c) REASONS. The information set forth in the sections of the Proxy
Statement captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING TO
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
SPLIT - Purposes and Reasons for the Proposed Reverse Split", and "SPECIAL
FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT REVERSE SPLIT - Deliberations Regarding the Reverse Split
Transaction" is incorporated herein by reference.
(d) EFFECTS. The information set forth in the sections of the Proxy
Statement captioned "SUMMARY TERM SHEET", "SPECIAL FACTORS RELATING TO
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
SPLIT - Purposes and Reasons for the Proposed Reverse Split", "SPECIAL
FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT REVERSE SPLIT - Summary of the General Effects of the Reverse
Split" and "FEDERAL INCOME TAX CONSEQUENCES" is incorporated herein by
reference.
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Item 8. FAIRNESS OF THE TRANSACTION.
(a) FAIRNESS. The Company, through its Board of Directors, and Mr. Shepherd
reasonably believes that this Rule 13e-3 transaction is fair to Company's
unaffiliated shareholders for the reasons as stated in section of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations
Regarding the Reverse Split Transaction" which is hereby incorporated by
reference.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth
in the section of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
SPLIT - Deliberations Regarding the Reverse Split Transaction" is
incorporated herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information set forth in the sections
of the Proxy Statement captioned "SUMMARY TERM SHEET" and "PROPOSAL ONE -
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
STOCK SPLIT - Shareholder Approval" and "SPECIAL FACTORS RELATING TO
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
SPLIT - Deliberations Regarding the Reverse Split Transaction" is
incorporated herein by reference.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth in the section
of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
Deliberations Regarding the Reverse Split Transaction" is incorporated
herein by reference.
(e) APPROVAL OF DIRECTORS. The information set forth in the section of the
Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT
TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations
Regarding the Reverse Split Transaction" is incorporated herein by reference.
(f) OTHER OFFERS. The information set forth in the section of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Deliberations
Regarding the Reverse Split Transaction" is incorporated herein by reference.
Item 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) REPORT, OPINION OR APPRAISAL. The information set forth in the section
of the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding
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the Reverse Split Transaction" is incorporated herein by reference.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. The
information set forth in the section of the Proxy Statement captioned
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT
REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" is
incorporated herein by reference.
(c) AVAILABILITY OF DOCUMENTS. The information set forth in the section of
the Proxy Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE TO EFFECT REVERSE SPLIT - Deliberations Regarding
the Reverse Split Transaction" is incorporated herein by reference.
Item 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) SOURCE OF FUNDS. The information set forth in the section of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the
General Effects Of The Reverse Split" is incorporated herein by reference.
(b) CONDITIONS. None.
(c) EXPENSES. The information set forth in the section of the Proxy
Statement captioned "SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the
General Effects Of The Reverse Split" is incorporated herein by reference.
(d) BORROWED FUNDS. None.
Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth in the section of the
Proxy Statement captioned "INFORMATION REGARDING THE COMPANY AND CERTAIN
TRANSACTIONS - Security Ownership of Management" is incorporated herein by
reference.
(b) SECURITIES TRANSACTIONS. None.
Item 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER VOTE IN A GOING-PRIVATE TRANSACTION. The information
set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET",
"PROPOSAL ONE - APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
EFFECT REVERSE STOCK SPLIT - Shareholder Approval", and "PROPOSAL ONE -
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE
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STOCK SPLIT - Conflicts of Interest" are incorporated herein by reference.
(e) RECOMMENDATIONS OF OTHERS. The information set forth in the Proxy
Statement under the caption "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT -
Deliberations Regarding the Reverse Split Transaction" is incorporated
herein by reference.
Item 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information set forth in the Proxy
Statement under the caption "INFORMATION REGARDING THE COMPANY AND CERTAIN
TRANSACTIONS" is incorporated hereby by reference. The financial
information required by this Item 13(a) is also incorporated hereby by
reference to the Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 2005 and its Quarterly Report on Form 10-QSB for the
fiscal quarter ended April 30, 2005.
(b) PRO FORMA INFORMATION. The information set forth in the Proxy
Statement under the caption "SPECIAL FACTORS RELATING TO APPROVAL OF
AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT REVERSE SPLIT - Summary
of the General Effects Of The Reverse Split" and "INFORMATION REGARDING THE
COMPANY AND CERTAIN TRANSACTIONS - Summary Unaudited Pro-forma Financial
Information" is incorporated herein by reference.
Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. The
information set forth in the sections of the Proxy Statement captioned
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE TO EFFECT
REVERSE SPLIT - Deliberations Regarding the Reverse Split Transaction" and
"SPECIAL FACTORS RELATING TO APPROVAL OF AMENDMENT TO CERTIFICATE OF
INCORPORATION TO EFFECT REVERSE SPLIT - Summary of the General Effects Of
The Reverse Split" is incorporated herein by reference.
Item 15. ADDITIONAL INFORMATION. The information set forth in the Proxy
Statement, the Company's 10-KSB for the fiscal year ended January 31, 2005
and Form 10-QSB for the period ended April 30, 2005 are incorporated by
reference.
Item 16. EXHIBITS.
(1) Proxy Statement. Filed electronically via EDGAR with the Securities and
Exchange Commission as of August 16, 2005 and incorporated herein by
reference.
(2) Opinion of value from Empire Valuation Consultants, LLC. Incorporated
by reference to Appendix C to the Proxy Statement filed electronically via
EDGAR with the Securities and Exchange Commission as of August 16, 2005.
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(3) New York State Dissenters' Rights Statute (BCL Chapter 623).
Incorporated by reference to Appendix B to the Proxy Statement filed
electronically via EDGAR with the Securities and Exchange Commission as of
August 16, 2005.
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SIGNATURES
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 13, 2005
LINCOLN LOGS LTD.
By: /s/ Benjamin A. Shepherd
------------------------
Benjamin A. Shepherd
Chief Financial Officer and Secretary
JOHN D. SHEPHERD
By: /s/ John D. Shepherd
--------------------
John D. Shepherd
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