formsc13e3a.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13E-3
(Amendment
No. 2)
Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange Act of 1934
Colonial
Commercial Corp.
(Name of
Subject Company (Issuer))
William
Pagano (Filing Person)
(Name of
Filing Person (Identifying Status as Offeror, Issuer or Other
Person))
Convertible
Preferred Stock, Par Value $0.05 Per Share
(Title of
Class of Securities)
195621.503
(CUSIP
Number of Class of Securities)
William
Pagano
Colonial
Commercial Corp.
275
Wagaraw Road, Hawthorne, NJ 07506
Telephone:
(973) 427-3320
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
This
statement is filed in connection with (check the appropriate box):
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.T 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**
|
|
$446,033
|
$24.88
|
*Calculated
solely for purposes of determining the amount of the filing fee. Pursuant to
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the
Transaction Valuation was calculated assuming that 356,826 outstanding shares of
Convertible Preferred Stock, par value $0.05 per share, are being purchased at
the tender offer price of $1.25 per share
**The
amount of the filing fee is calculated in accordance with Fee Rate Advisory #5
for Fiscal Year 2009 issued by the SEC, effective March 11, 2009, by multiplying
the Transaction Value by 0.00005580.
T 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: $24.88
|
Filing
Party: Colonial Commercial Corp. (Issuer and Filing
Person)
|
|
Form
or Registration No.: SC TO-I
|
Date
Filed: July 9, 2009
|
INTRODUCTION
Colonial
Commercial Corp. (the “Company”) on September 23, 2009 announced that on
September 22, 2009 it had extended the expiration date of its Tender Offer to
acquire for cash all currently outstanding shares of its Convertible Preferred
Stock, par value $0.05 per share (the “Preferred Stock”) from 12:00 midnight New
York City time on September 22, 2009, to 12 midnight New York City time on
October 6, 2009.
The
Company mailed a Letter to Shareholders informing shareholders of the extension
of the Tender Offer. A copy of this letter is attached as an
exhibit.
On
September 23, 2009, the Company amended its Schedule TO and related exhibits and
documents (collectively, the “Amended Schedule TO”) to reflect the extended
expiration date.
The Items
set forth in Schedule 13e-3 filed on August 20, 2009 and amended by Amendment
No. 1 filed on August 21, 2009 are hereby amended and supplemented by the
Amended Schedule TO.
As of
September 22, 2009, 142,604 shares of Preferred Stock were tendered pursuant to
the offer.
Item 16
of the Schedule 13e-3 is further amended and supplemented by adding the
following thereto:
|
|
(a)(14)
|
Press
Release dated September 23, 2009, filed
herewith
|
|
|
(a)(15)
|
Letter
to Shareholders dated September 23, 2009, filed
herewith
|
Item
16. Exhibits
|
|
|
Press
Release dated September 23, 2009, filed
herewith
|
|
|
|
Letter
to Shareholders dated September 23, 2009, filed
herewith
|
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.
COLONIAL
COMMERCIAL CORP.
By: /s/ William
Pagano
Name:
William Pagano
Title:
Chief Executive Officer
Dated:
September 23, 2009