- Amended Statement of Ownership: Private Transaction (SC 13E3/A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13e

OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 4)

DVL, INC.

______________________________________________

(Name of the Issuer)

Lawrence J. Cohen, Jay Chazanoff

and Peter Gray

______________________________________________

(Name of Person(s) Filing Statement)

Common Stock, $0.01 par value

______________________________________________

(Title of Class of Securities)

233347103

______________________________________________

(CUSIP Number of Class of Securities)

David J. Heymann, Esq

Post Heymann & Koffler LLP

Two Jericho Plaza, Wing A

Jericho, 11753

516-681-3636

______________________________________________

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

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.

o

The filing of a registration statement under the Securities Act of 1933.

c.

o

A tender offer.

d.

o

None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. x

 

 

 

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Check the following box if the filing is a final amendment reporting the results of the transaction. o

 

Calculation of Filing Fee

TRANSACTION VALUATION*	AMOUNT OF FILING FEE**
$6,267,848	$ 447

*Calculated solely for the purposes of determining the filing fee.  The transaction valuation assumes the payment for 44,770,345 shares of Common Stock of the subject Company at $0.14 per share in cash.

**The amount of the filing fee, calculated, in accordance with Rule 0-11(b) and the Commission’s Fee Rate Advisory for Fiscal Year 2010, equals .0000713 ($71.30 per million dollars) multiplied by the Total Transaction Value.

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: $447 Form or Registration No.: SC13E-3

Filing Party: DVL, Inc. Date Filed: October 26, 2010

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

 

 

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Introduction

 

This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed pursuant to Rule 13e-3(d)(3) as a final amendment to that certain Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by Lawrence J. Cohen, Jay Chazanoff and Peter Gray (the “Filing Persons”) with the Securities and Exchange Commission (the “SEC”) on November 5, 2010, as amended on December 10, 2010, December 23, 2010 and December 30, 2010, in connection with the going private transaction by DVL, Inc., a Delaware corporation (“DVL”), pursuant to that certain definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by DVL with the Securities and Exchange Commission (the “SEC”) on December 30, 2010 pursuant to Regulation 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and that certain Rule 13e-3 Transaction Statement on Schedule 13E-3 initially filed on October 26, 2010, and amended on December 10, 2010, December 23, 2010, December 30, 2010, and February 8, 2011 by DVL.

 

Based solely on publicly available information, at the Special Annual Meeting of stockholders held on January 28, 2011, a majority of the issued and outstanding shares of DVL’s common stock approved an amendment to DVL’s Certificate of Incorporation to effect a 1-for-7,500 reverse stock split (the “Reverse Stock Split”).  On February 7, 2011, DVL filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split.  As a result of the Reverse Stock Split, every 7,500 shares of pre-split Common Stock issued and outstanding on February 7, 2011, the effective date of the Reverse Stock Split, was converted into one post-split share of Common Stock, $0.01 par value per share (the “Common Stock”).  Following the Reverse Stock Split, the total number of shares of Common Stock outstanding will be reduced to approximately six thousand shares.

 

As a result of the Reverse Stock Split, holders of certificates representing shares of pre-split Common Stock prior to the effective date have the right to receive, upon surrender of those certificates, post-split shares of Common Stock at the ratio of one share of post-split Common Stock for every 7,500 shares of pre-split Common Stock.  No fractional shares will be issued in connection with the Reverse Stock Split.  Instead, holders of pre-split shares of Common Stock who otherwise would have received fractional shares will receive an amount in cash equal to $0.14 per pre-split share.

 

Based solely on publicly available information, the Reverse Stock Split reduced the number of record holders of the Common Stock (as defined by Rule 12g5-1 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) to 218.  It is expected that DVL will file a Form 15 with the SEC on February 8, 2011 to terminate registration of the Common Stock under Section 12(g) of the 1934 Act and to suspend its reporting obligations under the 1934 Act.  Upon the filing of the Form 15, DVL’s obligation to file periodic reports with the SEC will be suspended.

 

 

 

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

		Dated: February 8, 2011
		/s/ Lawrence J. Cohen
		Lawrence J. Cohen
		/s/ Jay C h azanoff
		Jay Chazanoff
		/s/ Pet er H. Gray
		Peter H. Gray