UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
DC 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 13(e) of the Securities Exchange
Act of 1934
(Amendment No. 3)
The Edelman Financial Group Inc.
(Name of the Issuer)
The Edelman Financial Group Inc.
Summer Holdings II, Inc.
Summer Merger Sub, Inc.
LEP Summer Holdings, LLC
Thomas H. Lee
George L. Ball
Joseph Bottazzi, II
Fredric M. Edelman
The Edelman Financial Center, Inc.
Bruce R. McMaken
Edward P. Moore
Ben T. Morris
Lesley V. Roberts
Don A. Sanders
The 2003 Sanders Children’s Trust
The Edelman Financial Center, LLC
Edelman Financial Services, LLC
Rick Berry
Domenico Conti
(Name of Persons Filing
Statement)
Common Stock, Par Value $0.01
(Title of Class of Securities)
27943Q105
(CUSIP Number of Class of Securities)
|
The Edelman Financial Group Inc.
600 Travis, Suite 5800
Houston, TX 77002
Attn: John T. Unger
Telephone: (888) 752-6742
|
Summer Holdings II, Inc.
Summer Merger Sub, Inc.
LEP Summer Holdings, LLC
650 Madison Avenue, 21st Floor
New York, NY 10022
Attn: Joseph B. Rotberg
Telephone: (212) 888-1500
|
(Name, Address and Telephone
Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Person(s)
Filing Statement)
Copy To:
|
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, TX 77002
Attn: Amy R. Curtis and
Timothy T. Samson
Telephone: (214) 969-1763 and
(713) 951-5842
|
Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, TX 75201-2975
Attn: Alan J. Bogdanow and Stephen M. Gill
Telephone: (214) 220-7857
|
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attn: Robert D. Goldbaum
Telephone: (212) 373-3028
|
Fried, Frank, Harris, Shriver & Jacobson
LLP
One New York Plaza
New York, NY 10004
Attn: David N. Shine
Telephone: (212) 859-8000
|
_________________________________________
This statement is filed in connection
with (check the appropriate box):
|
x
|
a.
|
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.
|
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
x
Check the following box if the filing is a final amendment reporting
the results of the transaction:
¨
Calculation of Filing Fee
|
Transaction Value
(1)
|
Amount of Filing Fee
(2)
|
|
$267,273,021
|
$30,630
|
|
|
(1)
|
For purposes of calculating the filing fee, the transaction value was determined based upon the
sum of (A) 29,597,807 shares of common stock multiplied by the merger consideration of $8.85 per share; (B)
20,000
options to purchase shares of common stock multiplied by $0.94 per share (which is the difference between the merger consideration
and the weighted average exercise price of $7.91 per share); and (C)
$
5,313,629, the amount expected
to be paid to holders of restricted stock units ((A), (B) and (C) together, the “Transaction Valuation”).
|
|
|
(2)
|
The filing fee, calculated in accordance with Exchange Act Rule 0-11(c) and the Securities and
Exchange Commission Fee Rate Advisory #3 for fiscal year 2012, was determined by multiplying the Transaction Valuation by .0001146.
|
|
|
x
|
Check the box if any part of the fee is offset as provided by Exchange Act 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: $30,629.49
Form or Registration No.: Schedule 14A—Preliminary Proxy
Statement
Filing Party: The Edelman Financial Group Inc.
Date
Filed: May 16, 2012
Neither the Securities and Exchange
Commission nor any state securities commission has: (i) approved or disapproved of the transaction; (ii) passed upon the merits
or fairness of the transaction; or (iii) passed upon the adequacy or accuracy of the disclosure in the document. Any representation
to the contrary is a criminal offense.
INTRODUCTION
This Amendment No. 3 to the Rule 13e-3
transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Amendment No. 3 to Schedule
13E-3”), is being filed with the Securities and Exchange Commission (the “SEC”) jointly by the following
persons (collectively, the “filing persons”): (a) The Edelman Financial Group Inc., a Texas corporation (the
“Company”) and issuer of the common stock that is subject to the Rule 13e-3 transaction; (b) Summer Holdings
II, Inc., a Delaware corporation (“Parent”); (c) Summer Merger Sub, Inc., a Texas corporation and a wholly
owned subsidiary of Parent (“Merger Sub”); (d) LEP Summer Holdings, LLC, a Delaware limited liability company;
(e) Thomas H. Lee; (f) George L. Ball; (g) Joseph Bottazzi, II; (h) Fredric M. Edelman; (i) The Edelman Financial Center,
Inc., a Delaware corporation; (j) Bruce R. McMaken; (k) Edward P. Moore; (l) Ben T. Morris; (m) Lesley V. Roberts; (n) Don A.
Sanders; (o) The 2003 Sanders Children’s Trust dated January 1, 2003; (p) The Edelman Financial Center, LLC; (q)
Edelman Financial Services, LLC; (r) Rick Berry; and (s) Domenico Conti.
On April 16, 2012, the Company entered
into an Agreement and Plan of Merger (the “merger agreement”) with Parent and Merger Sub. Pursuant to the merger
agreement, Parent will acquire the Company through the merger of Merger Sub with and into the Company (the
“merger”), with the Company continuing as the surviving corporation after the merger. If the merger is completed,
each share of the Company’s common stock, $0.01 par value per share (the “common stock”), will be converted
into the right to receive $8.85 in cash, without interest (the “merger consideration”). The following shares of
common stock will not be converted into the right to receive the merger consideration in connection with the merger:
(a) shares owned by any of the Company’s shareholders who properly exercise dissenters’ rights under Texas
law, (b) shares owned by the Company (as treasury stock or otherwise) or any of its subsidiaries, other than shares held
by Sanders Morris Harris Inc., a wholly owned subsidiary of the Company, in its proprietary trading account immediately prior
to the completion of the merger, (c) shares owned by Parent or Merger Sub, including certain shares to be contributed to
Lee Summer, LP, a Delaware limited partnership and indirect parent of Parent, immediately prior to the completion of the
merger by: George L. Ball, Chairman of the board of directors of the Company; Joseph Bottazzi, II, Chief Communications
Officer of the Company; Bruce R. McMaken, Executive Vice President-Corporate of the Company; Ben T. Morris, Vice Chairman of the
Company’s board of directors; Lesley V. Roberts, Chief of Staff and Chief Operations Officer of Edelman
Financial Services, LLC, a wholly owned subsidiary of the Company; Don A. Sanders, Vice Chairman of the Company’s board
of directors; and Don V. Weir as Trustee to The 2003 Sanders Children’s Trust dated January 1, 2003.
In addition, each outstanding option to purchase
shares of common stock granted under the Company’s equity incentive plans, whether or not then vested or exercisable, will
be cancelled as of the effective time of the merger. The holder of such stock option will be entitled to receive a cash payment,
equal to the product of (a) the excess, if any, of the $8.85 per share merger consideration over the applicable per share
exercise price of such stock option, multiplied by (b) the number of shares of common stock such holder could have purchased had
such holder exercised such option in full immediately prior to the effective time of the merger, without interest. Each outstanding
share of restricted stock granted under the Company’s equity incentive plans, to the extent not previously earned and vested,
will become fully earned and vested as of the effective time of the merger. The holder of such restricted stock will be entitled
to receive, in exchange for such restricted stock, a cash payment equal to the product of (a) the number of restricted shares
that have not been settled or paid immediately prior to the effective time of the merger, multiplied by (b) the $8.85 per
share merger consideration, without interest. Each outstanding restricted stock unit award representing the right to receive shares
of common stock granted under the Company’s equity incentive plans will vest and be cancelled as of the effective time of
the merger. The holder of such restricted stock unit award will be entitled to receive a cash payment equal to the product of (a) the
number of units covered by such restricted stock unit award, multiplied by (b) the $8.85 per share merger consideration, without
interest.
Concurrently with the filing of
this Amendment No. 3 to Schedule 13E-3, the Company is filing with the SEC a revised preliminary proxy statement on Schedule
14A (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), relating to a special meeting of the shareholders of the Company. At the special meeting,
the shareholders will consider and vote upon a proposal to approve the merger agreement and merger. The approval of the
merger agreement and the merger requires the affirmative vote of the holders of at least two-thirds of the outstanding shares
of the Company’s common stock, as well as a majority of the outstanding shares of the Company’s common stock not
held by Parent, Merger Sub, or their respective affiliates, The Edelman Financial Center, Inc., The 2003 Sanders
Children’s Trust, or any of Messrs. Ball, Edelman, McMaken, Moore, Morris and Sanders, or any officer of the Company or
its subsidiaries designated by the Company’s board of directors as an executive officer for purposes of Section 16 of
the Exchange Act. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and a copy of the merger agreement is
attached as Annex A to the Proxy Statement.
The cross-references below are
being supplied pursuant to General Instruction G of Schedule 13E-3 and show the location in the Proxy Statement of the
information required to be included in response to the Items of Schedule 13E-3. The information contained in the Proxy
Statement, including all annexes thereto, is expressly incorporated herein by reference. As of the date hereof, the Proxy
Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this
Amendment No. 3 to Schedule 13E-3 shall have the meanings given to them in the Proxy Statement. The responses to each item in
this Amendment No. 3 to Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement,
including all annexes thereto.
The filing of this Amendment No.
3 to Schedule 13E-3 shall not be construed as an admission by any of the filing persons, or by any affiliate of a filing person,
that the Company is “controlled” by any other filing person or that any filing person. Parent, Merger Sub, LEP Summer
Holdings, LLC and Mr. Lee are deemed to be “affiliates” of the Company within the meaning of Rule 13e-3 of the Exchange
Act solely based upon the transactions identified in this Amendment No. 3 to Schedule 13E-3, and there is no other factual basis
on which such persons would be deemed to be “affiliates” of the Company within the meaning of Rule 13e-3 of the Exchange
Act.
The information contained in this
Amendment No. 3 to Schedule 13E-3 and the Proxy Statement concerning the Company was supplied by the Company, and the information
contained in this Amendment No. 3 to Schedule 13E-3 and the Proxy Statement concerning each filing person other than the Company
was supplied by each such filing person.
Item 1. Summary Term Sheet.
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 MERGER
AND THE SPECIAL MEETING”
Item 2. Subject Company Information.
|
|
(a)
|
Name and Address.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
“IMPORTANT INFORMATION REGARDING
THE COMPANY”
|
|
(b)
|
Securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
“THE SPECIAL MEETING—Record Date
and Quorum”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Security
Ownership of Certain Beneficial Owners and Management”
|
|
(c)
|
Trading Market and Price.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Market
Price of Common Stock and Dividend Information”
|
|
(d)
|
Dividends.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
“THE MERGER AGREEMENT—Conduct of
Business Prior to Closing”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Market
Price of Common Stock and Dividend Information”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
|
(e)
|
Prior Public Offerings.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock”
|
|
(f)
|
Prior Stock Purchases.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock”
Item 3. Identity and Background of Filing Person.
|
|
(a)
|
Name and Address.
The Company is the subject company. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET—The Parties
Involved in the Merger”
“THE PARTIES TO THE MERGER”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors
and Executive Officers of the Company”
“IMPORTANT INFORMATION REGARDING PARENT,
MERGER SUB AND THE LEE EQUITY FILING PERSONS”
“IMPORTANT INFORMATION REGARDING THE ROLLOVER
INVESTORS AND THE EDELMAN FINANCIAL FILING PERSONS”
|
|
(b)
|
Business and Background of Entities.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET—The Parties
Involved in the Merger”
“THE PARTIES TO THE MERGER”
“IMPORTANT INFORMATION REGARDING PARENT,
MERGER SUB AND THE LEE EQUITY FILING PERSONS”
“IMPORTANT INFORMATION REGARDING THE ROLLOVER
INVESTORS AND THE EDELMAN FINANCIAL FILING PERSONS”
|
|
(c)
|
Business and Background of Natural Persons.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET—The Parties
Involved in the Merger”
“THE PARTIES TO THE MERGER”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors
and Executive Officers of the Company”
“IMPORTANT INFORMATION REGARDING PARENT,
MERGER SUB AND THE LEE EQUITY FILING PERSONS”
“IMPORTANT INFORMATION REGARDING THE ROLLOVER
INVESTORS AND THE EDELMAN FINANCIAL FILING PERSONS”
Item 4. Terms of the Transaction.
(1)
Tender Offers.
Not applicable.
(2)
Mergers or Similar Transactions.
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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Purpose and
Reasons for the Merger of the Rollover Investors, the Edelman Financial Filing Persons, the Lee Equity Filing Persons, Parent
and Merger Sub”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Material United
States Federal Income Tax Consequences”
“SPECIAL FACTORS—Interests of the Company’s
Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“SPECIAL FACTORS—Other Relationships”
“THE SPECIAL MEETING”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
|
(c)
|
Different Terms.
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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Plans for the Company
After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL FACTORS—Financing of the
Merger”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of the Company’s
Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“SPECIAL FACTORS—Other Relationships”
“
THE
MERGER AGREEMENT—Merger Consideration”
“THE MERGER AGREEMENT—Treatment
of Stock Options, Restricted Common Stock and Restricted Stock Unit Awards”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
|
(d)
|
Appraisal Rights.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET—Dissenters’
Rights of Appraisal”
“QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE SPECIAL MEETING”
“DISSENTERS’ RIGHTS OF APPRAISAL”
“ANNEX C—CHAPTER 10, SUBCHAPTER
H OF THE TEXAS BUSINESS ORGANIZATIONS CODE—Rights of Dissenting Owners”
|
|
(e)
|
Provisions For Unaffiliated Security Holders
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
“SPECIAL FACTORS—Provisions for Unaffiliated
Shareholders”
|
|
(f)
|
Eligibility for Listing or Trading
. Not applicable.
|
Item 5. Past Contacts, Transactions, Negotiations and
Agreements.
|
|
(a)
|
Transactions
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
(b),
|
(c)
Significant Corporate Events; Negotiations or Contacts.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Purpose and
Reasons for the Merger of the Rollover Investors, the Edelman Financial Filing Persons, the Lee Equity Filing Persons, Parent
and Merger Sub”
“SPECIAL FACTORS—Position of Parent, Merger
Sub and the Lee Equity Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of the Rollover
Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Financing of the
Merger”
“SPECIAL FACTORS—Remedies; Limited
Guarantee”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
|
(e)
|
Agreements Involving the Subject Company’s Securities.
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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL FACTORS—Financing of the
Merger”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“SPECIAL FACTORS—Other Relationships”
“SPECIAL FACTORS—Delisting and Deregistration
of the Company’s Common Shares”
“THE SPECIAL MEETING—Stock Ownership
and Interests of Certain Persons”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Security
Ownership of Certain Beneficial Owners and Management”
“WHERE YOU CAN FIND MORE INFORMATION”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
Item 6. Purposes of the Transaction and Plans or Proposals.
|
|
(b)
|
Use of Securities Acquired
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Plans for the Company After
the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Effects on the
Company if the Merger is Not Completed”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“SPECIAL FACTORS—Delisting and Deregistration
of the Company’s Common Shares”
“THE MERGER AGREEMENT—Merger Consideration”
“THE MERGER AGREEMENT—Payment Procedures”
“THE MERGER AGREEMENT—Treatment
of Stock Options, Restricted Common Stock and Restricted Stock Unit Awards”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
(c)
|
|
(1)-(8)
Plans
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Plans for the Company
After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL FACTORS—Effects on the Company if
the Merger is Not Completed”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“SPECIAL FACTORS—Delisting and Deregistration
of the Company’s Common Shares”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Market
Price of Common Stock and Dividend Information”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
Item 7. Purposes, Alternatives, Reasons and Effects.
|
|
(a)
|
Purposes
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Purpose and
Reasons for the Merger of the Rollover Investors, the Edelman Financial Filing Persons, the Lee Equity Filing Persons, Parent
and Merger Sub”
“SPECIAL FACTORS—Position of Parent,
Merger Sub and the Lee Equity Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company
After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL FACTORS—Effects on the Company if
the Merger is Not Completed”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
|
|
(b)
|
Alternatives
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
|
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company
After the Merger”
“SPECIAL FACTORS—Effects
on the Company if the Merger is Not Completed”
|
|
(c)
|
Reasons
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial
Advisor to the Special Committee”
“SPECIAL FACTORS—Purpose and
Reasons for the Merger of the Rollover Investors, the Edelman Financial Filing Persons, the Lee Equity Filing Persons, Parent
and Merger Sub”
“SPECIAL FACTORS—Plans for the Company
After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“ANNEX B—OPINION OF STEPHENS INC.”
|
|
(d)
|
Effects
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company
After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL FACTORS—Effects on the
Company if the Merger is Not Completed”
“SPECIAL FACTORS—Financing of the
Merger”
“SPECIAL FACTORS—Material United
States Federal Income Tax Consequences”
“SPECIAL FACTORS—Remedies; Limited
Guarantee”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“SPECIAL FACTORS—Delisting and Deregistration
of the Company’s Common Shares”
“SPECIAL FACTORS—Estimated Fees
and Expenses of the Merger”
“THE MERGER AGREEMENT”
“DISSENTERS’ RIGHTS
of
appraisal
”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX C—CHAPTER 10, SUBCHAPTER
H OF THE TEXAS BUSINESS ORGANIZATIONS CODE—Rights of Dissenting Owners”
Item 8. Fairness of the Transaction.
|
|
(a)
|
Fairness
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial
Advisor to the Special Committee”
“SPECIAL FACTORS—Position of Parent,
Merger Sub and the Lee Equity Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“ANNEX B—OPINION OF STEPHENS INC.”
See also the presentations attached hereto as exhibits (c)(2)-(9)
and incorporated by reference herein, which were prepared by Stephens Inc., the financial advisor to the special committee of
the Board of Directors of the Company.
|
|
(b)
|
Factors Considered in Determining Fairness
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial
Advisor to the Special Committee”
“SPECIAL FACTORS—Position of Parent,
Merger Sub and the Lee Equity Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“ANNEX B—OPINION OF STEPHENS INC.”
See also the presentations attached hereto as exhibits (c)(2)-(9)
and incorporated by reference herein, which were prepared by Stephens Inc., the financial advisor to the special committee of
the Board of Directors of the Company.
|
|
(c)
|
Approval of Security Holders
. 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 MERGER AND THE
SPECIAL MEETING”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“THE SPECIAL MEETING—PROPOSAL NO.
1—The Merger Agreement and the Merger”
“THE MERGER AGREEMENT—Conditions
to the Completion of the Merger”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
|
(d)
|
Unaffiliated Representative
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
|
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial
Advisor to the Special Committee”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“ANNEX B—OPINION OF STEPHENS INC.”
|
|
(e)
|
Approval of Directors.
The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET—Recommendation
of the Special Committee and Our Board of Directors”
“QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
|
|
(f)
|
Other Offers
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
|
“SUMMARY TERM SHEET—Go Shop”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent,
Merger Sub and the Lee Equity Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“THE MERGER AGREEMENT—Go Shop; Solicitation”
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(b)
Report, Opinion or Appraisal; Preparer
and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial
Advisor to the Special Committee”
“ANNEX B—OPINION OF STEPHENS INC.”
See also the presentations attached hereto as exhibits (c)(2)-(9)
and incorporated by reference herein, which were prepared by Stephens Inc., the financial advisor to the special committee of
the Board of Directors of the Company.
|
|
(c)
|
Availability of Documents
. The reports, opinions or appraisals referenced in this Item
9 are available for inspection and copying at the Company’s principal executive offices at 600 Travis, Suite 5800, Houston,
Texas 77002, during regular business hours by any interested holder of the Company’s common stock or any representative who
has been so designated in writing. The information set forth in the Proxy Statement under the following caption is incorporated
herein by reference:
|
“WHERE YOU CAN FIND MORE INFORMATION”
Item 10. Source and Amounts of Funds or Other Consideration.
|
(a),
|
|
(b)
Source of Funds; Conditions
. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of the
Merger”
“SPECIAL FACTORS—Remedies; Limited
Guarantee”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Other Relationships”
“THE MERGER AGREEMENT—Financing”
“THE MERGER AGREEMENT—Conditions
to the Completion of the Merger”
“THE MERGER AGREEMENT—Liability
Cap and Limitation on Remedies”
|
|
(c)
|
Expenses
. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Estimated Fees
and Expenses of the Merger”
“THE SPECIAL MEETING—Solicitation
of Proxies”
“THE MERGER AGREEMENT—Termination
Fees and Expense Reimbursement”
|
|
(d)
|
Borrowed Funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of the
Merger”
Item 11. Interest in Securities of the Subject Company.
|
|
(a)
|
Securities Ownership
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Interests of the Company’s
Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“THE SPECIAL MEETING—Stock Ownership
and Interests of Certain Persons”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Security
Ownership of Certain Beneficial Owners and Management”
|
|
(b)
|
Securities Transactions
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Voting Agreements”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions
in Common Stock”
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 following captions is incorporated herein by reference:
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Voting Agreements”
“SPECIAL FACTORS—Intent to Vote
in Favor of the Merger”
“THE SPECIAL MEETING—Stock Ownership
and Interests of Certain Persons”
|
|
(e)
|
Recommendation of Others
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent,
Merger Sub and the Lee Equity Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of
the Rollover Investors and the Edelman Financial Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Intent to Vote
in Favor of the Merger”
“THE SPECIAL MEETING—PROPOSAL NO.
1—The Merger Agreement and the Merger”
“THE SPECIAL MEETING—Stock Ownership
and Interests of Certain Persons”
“THE MERGER AGREEMENT—Termination
in Connection with a Superior Proposal”
Item 13. Financial Statements.
|
|
(a)
|
Financial Information
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
|
“SPECIAL FACTORS—Certain Projections”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Selected
Historical Financial Data”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ratio
of Earnings to Fixed Charges”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Net
Earnings and Book Value Per Share”
“WHERE YOU CAN FIND MORE INFORMATION”
|
|
(b)
|
Pro Forma Information
. Not applicable.
|
Item 14. Persons/Assets, Retained, Employed, Compensated
or Used.
|
|
(a)
|
Solicitations or Recommendations
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
|
“QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Estimated Fees
and Expenses of the Merger”
“THE SPECIAL MEETING—Solicitation
of Proxies”
|
|
(b)
|
Employees and Corporate Assets
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
|
“QUESTIONS AND ANSWERS ABOUT THE MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the
Merger”
“SPECIAL FACTORS—Purpose and Reasons
for the Merger; Recommendation of the Special Committee and Our Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Other Relationships”
“SPECIAL FACTORS—Estimated Fees
and Expenses of the Merger”
“THE SPECIAL MEETING—Solicitation
of Proxies”
Item 15. Additional Information.
|
|
(b)
|
Golden Parachute Compensation
. 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 MERGER
AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Interests of the
Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute
Compensation”
“THE MERGER AGREEMENT— Treatment
of Stock Options, Restricted Common Stock and Restricted Stock Unit Awards”
|
|
(c)
|
Other Material Information
. The entirety of the Proxy Statement, including all annexes
thereto, is incorporated herein by reference.
|
Item 16. Exhibits.
|
Exhibit
Number
|
Description
|
|
(a)(1)
|
Not
applicable
|
|
(a)(2)(i)
|
Preliminary
Proxy Statement of The Edelman Financial Group Inc., incorporated by reference to the Schedule 14A filed with the Securities
and Exchange Commission on August 10, 2012 (the “Proxy Statement”)
|
|
(a)(2)(ii)
|
Form
of Proxy Card, incorporated herein by reference to the Proxy Statement
|
|
(a)(2)(iii)
|
Preliminary
Form of Letter to Shareholders, incorporated herein by reference to the Proxy Statement
|
|
(a)(2)(iv)
|
Preliminary
Notice of Special Meeting of Shareholders, incorporated herein by reference to the Proxy Statement
|
|
(a)(2)(v)
|
Press
Release by The Edelman Financial Group Inc. dated April 16, 2012, incorporated by reference to the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on April 16, 2012
|
|
(a)(2)(vi)
|
Internal
Employee Announcement dated April 16, 2012, incorporated by reference to the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on April 16, 2012
|
|
(a)(2)(vii)
|
Employee
FAQ, incorporated by reference to the Current Report on Form 8-K filed by The Edelman Financial Group Inc. with the Securities
and Exchange Commission on April 16, 2012
|
|
(a)(2)(viii)
|
Current
Report on Form 8-K filed by The Edelman Financial Group Inc. with the Securities and Exchange Commission on April 16, 2012,
incorporated by reference
|
|
(a)(3)
|
Not
applicable
|
|
(a)(4)
|
Not
applicable
|
|
(a)(5)
|
None
|
|
(b)(1)
|
Financing
Commitment dated April 16, 2012 by and between Summer Holdings II, Inc. and Fortress Credit Co LLC*
|
|
(b)(2)
|
$46.4
Million Senior Subordinated Note Purchase Facility Commitment Letter dated April 16, 2012 by and between Summer Holdings II,
Inc. and Ares Mezzanine Partners, L.P.*
|
|
(b)(3)
|
Sale
of
Interests
by
SMH
SPEADV
LLC
in
Retiring
Partner
Agreement
Commitment Letter by and between Summer Holdings II,
Inc. and Fortress Credit Corp.*
|
|
(c)(1)
|
Opinion
of Stephens Inc. dated April 13, 2012, incorporated herein by reference to Annex B of the Proxy Statement
|
|
(c)(2)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated November 21, 2011*
|
|
(c)(3)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated January 25, 2012*
|
|
(c)(4)
|
Presentation
of Stephens Inc. to the Special Committee, dated April 13, 2012*
|
|
(c)(5)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated November 14, 2011**
|
|
(c)(6)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated December 14, 2011**
|
|
(c)(7)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated December 20, 2011**
|
|
(c)(8)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated January 18, 2012
**
|
|
(c)(9)
|
Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated March 20, 2012**
|
|
(d)(1)
|
Agreement
and Plan of Merger among The Edelman Financial Group Inc., Summer Holdings II, Inc. and Summer Merger Sub, Inc., dated April
16, 2012, incorporated herein by reference to Annex A of the Proxy Statement
|
|
(d)(2)
|
Limited
Guarantee dated April 16, 2012 by and among LEP Summer Holdings, LLC, Lee Equity Partners Fund, L.P., Lee Equity Strategic
Partners Fund, L.P., Lee Equity Strategic Partners Fund (Offshore), L.P. and The Edelman Financial Group Inc.*
|
|
(d)(3)
|
Equity
Commitment Letter dated April 16, 2012 by and among LEP Summer Holdings, LLC, Lee Equity Partners Fund, L.P., Lee Equity Strategic
Partners Fund, L.P., Lee Equity Strategic Partners Fund (Offshore), L.P. and Summer Holdings II, Inc.*
|
(d)(4)
|
Voting
Agreement, dated as of April 16, 2012, among George L. Ball, Ben T. Morris, Don A. Sanders, the 2003 Sanders Children’s
Trust, the 1998 Sanders Children’s Trust and Summer Holdings II, Inc., incorporated by reference to the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission on April 16, 2012
|
|
(d)(5)
|
Voting
Agreement, dated as of April 16, 2012, among Fredric M. Edelman, The Edelman Financial Center, Inc. and Summer Holdings
II, Inc., incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on April 16, 2012
|
|
(d)(6)
|
Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and George L. Ball*
|
|
(d)(7)
|
Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC, Don A. Sanders and the 2003 Sanders Children’s
Trust*
|
|
(d)(8)
|
Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Ben T. Morris*
|
|
(d)(9)
|
Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Bruce R. McMaken*
|
|
(d)(10)
|
Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC, Fredric M. Edelman and The Edelman Financial
Center, Inc.*
|
|
(d)(11)
|
Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Edward P. Moore*
|
|
(d)(13)
|
Contribution
Agreement dated April 23, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Joseph Bottazzi, II*
|
|
(d)(14)
|
Contribution
Agreement dated April 23, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Lesley V. Roberts*
|
|
(d)(15)
|
Employment
Agreement dated April 16, 2012 by and between Fredric M. Edelman, Lee Summer, LP and The Edelman Financial Center, LLC*
|
|
(d)(16)
|
Employment
Agreement dated April 23, 2012 by and between George L. Ball and Sanders Morris Harris Inc.*
|
|
(d)(17)
|
Employment
Agreement dated April 23, 2012 by and between Bruce R. McMaken and Sanders Morris Harris Inc.*
|
|
(d)(18)
|
Employment
Agreement dated April 23, 2012 by and between Rick Berry and Sanders Morris Harris Inc.*
|
|
(d)(19)
|
Employment
Agreement dated April 23, 2012 by and between Ed Moore with Edelman Financial Services, LLC*
|
|
(d)(20)
|
Employment
Agreement dated April 23, 2012 by and between Joseph Bottazzi, II and Edelman Financial Services, LLC*
|
|
(d)(21)
|
Employment
Agreement dated April 23, 2012 by and between Lesley Roberts with Edelman Financial Services, LLC*
|
|
(d)(22)
|
Management
Grant Agreement dated April 16, 2012 by and between Lee Summer, LP and Fredric M. Edelman*
|
|
(d)(23)
|
Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Lesley V. Roberts*
|
|
(d)(24)
|
Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Rick Berry*
|
|
(d)(25)
|
Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Joseph Bottazzi, II*
|
|
(d)(26)
|
Management Grant Agreement dated as of April 23, 2012
by and between Lee Summer, LP and
George Ball*
|
|
(d)(27)
|
Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Ed Moore*
|
|
(d)(28)
|
Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Bruce McMaken*
|
|
(d)(29)
|
Letter
dated April 16, 2012 by and among The Edelman Financial Center, Inc., Fredric M. Edelman, Edward P. Moore and The Edelman
Financial Group Inc.*
|
|
(d)(30)
|
Letter
dated April 12, 2012 by and between Gerardo A. Chapa, Robert C.A. Benjamin, Ricardo Perusquia and The Edelman Financial Group
Inc.*
|
|
(d)(31)
|
Lee
Summer, LP Management Incentive Plan adopted as of April 16, 2012*
|
|
(f)
|
Chapter
10, Subchapter H of the Texas Business Organizations Code, incorporated herein by reference to Annex C of the Proxy Statement
|
|
(g)
|
None
|
|
*
|
|
Previously filed on May 17, 2012
|
|
**
|
|
Previously filed on July 6, 2012
|
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.
|
|
The Edelman Financial Group Inc.
|
|
Date: August 10, 2012
|
By:
|
/s/ Fredric M. Edelman
|
|
|
|
Fredric M. Edelman
|
|
|
|
Chief Executive Officer
|
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: August 10, 2012
|
By:
|
/s/ Joseph B. Rotberg
|
|
|
|
Joseph B. Rotberg
|
|
|
|
Treasurer and Secretary
|
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: August 10, 2012
|
By:
|
/s/ Joseph B. Rotberg
|
|
|
|
Joseph B. Rotberg
|
|
|
|
Treasurer and Secretary
|
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: August 10, 2012
|
By:
|
/s/ Joseph B. Rotberg
|
|
|
|
Joseph B. Rotberg
|
|
|
|
Chief Financial Officer
|
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: August 10, 2012
|
/s/ Thomas H. Lee
|
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: August 10, 2012
|
/s/ George L. Ball
|
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: August 10, 2012
|
/s/ Fredric M. Edelman
|
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.
|
|
The Edelman Financial Center,
Inc.
|
|
Date: August 10, 2012
|
By:
|
/s/ Fredric M. Edelman
|
|
|
|
Fredric M. Edelman
|
|
|
|
Chief Executive Officer
|
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.
|
|
THE EDELMAN FINANCIAL CENTER, LLC
|
|
|
|
|
|
Date: August 10, 2012
|
By:
|
/s/ Edward P. Moore
|
|
|
|
Edward P. Moore
|
|
|
|
President
|
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.
|
|
EDELMAN FINANCIAL SERVICES, LLC
|
|
|
|
|
|
Date: August 10, 2012
|
By:
|
/s/ Fredric M. Edelman
|
|
|
|
Fredric M. Edelman
|
|
|
|
Chief Executive Officer
|
|
|
|
|
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: August 10, 2012
|
/s/ Joseph Bottazzi,
II
|
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: August 10, 2012
|
/s/ Bruce R. McMaken
|
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: August 10, 2012
|
/s/ Edward P. Moore
|
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: August 10, 2012
|
/s/ Ben T. Morris
|
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: August 10, 2012
|
/s/ Lesley V. Roberts
|
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: August 10, 2012
|
/s/ Don A. Sanders
|
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.
|
|
the 2003 Sanders Children’s
Trust
|
|
Date: August 10, 2012
|
By:
|
/s/ Don Weir
|
|
|
|
Don Weir
|
|
|
|
Trustee
|
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: August 10, 2012
|
/s/ Rick Berry
|
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: August 10, 2012
|
/s/ Domenico Conti
|
Edelman Financial Grp. Inc. (The) (MM) (NASDAQ:EF)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Edelman Financial Grp. Inc. (The) (MM) (NASDAQ:EF)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
