Page 8 of 13 – SEC Filing The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Central Square Capital and Central Square Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 972,642 Shares directly owned by Central Square Capital is approximately $14,898,429, including brokerage commissions. The aggregate purchase price of the 434,856 Shares directly owned by Central Square Master is approximately $8,359,197, including brokerage commissions. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On March 18, 2016, Central Square Management LLC and its affiliates (collectively, “Central Square”), entered into a settlement agreement with the Issuer (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things, to: (i) increase the size of the Board of Directors of the Issuer (the “Board”) from seven (7) to nine (9) members and appoint (a) Andrew F. Cates as a director of the Issuer in Class III with a term expiring at the Issuer’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) and (b) Daniel B. Silvers as a director of the Issuer in Class I with a term expiring at the Issuer’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”); (ii) cause the Board to decrease the size of its Class II membership by one, effective upon the conclusion of the 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), such that only eight (8) directors are serving on the Board upon the conclusion of the 2016 Annual Meeting; (iii) nominate, recommend, support and solicit proxies for the election of Mr. Cates at the 2017 Annual Meeting in the same manner as the Issuer supports its other nominees up for election; (iv) appoint Mr. Cates as a member of the Audit Committee and Corporate Governance and Nominating Committee (the “Nominating Committee”) and appoint Mr. Silvers as a member of the Compensation Committee and Nominating Committee; and (v) form a strategy committee (the “Strategy Committee”) to be composed of four (4) members of the Board and to appoint each of Messrs. Cates and Silvers as members of the Strategy Committee, effective as of the date of the Settlement Agreement. The Agreement also provides that, subject to certain limitations, if either of Messrs. Cates and Silvers is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of their applicable term in office during the Standstill Period (as defined below), and at such time Central Square beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding shares, then Central Square shall have the ability to recommend a substitute person who meets certain independence and experience criteria for approval by the Nominating Committee and appointment by the Board within ten (10) business days after such committee’s approval. Pursuant to the terms of the Settlement Agreement, Central Square agreed, among other things, at each annual or special meeting of shareholders held prior to the expiration of the Standstill Period: (i) to appear in person or by proxy for purposes of establishing a quorum and vote all Shares beneficially owned by it in favor of (a) each director nominated and recommended by the Board for election at any such shareholders’ meeting and (b) except in connection with any Opposition Matter (as defined therein), each of the shareholder proposals listed on the Issuer’s proxy card in accordance with the Board’s recommendations; and (ii) not to execute any proxy card or voting instruction form at any such shareholders’ meeting other than the Issuer’s proxy card or voting instruction form. Follow Vidler Water Resources Inc. (NASDAQ:VWTR)
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The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Central Square Capital and Central Square Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 972,642 Shares directly owned by Central Square Capital is approximately $14,898,429, including brokerage commissions. The aggregate purchase price of the 434,856 Shares directly owned by Central Square Master is approximately $8,359,197, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 18, 2016, Central Square Management LLC and its affiliates (collectively, “Central Square”), entered into a settlement agreement with the Issuer (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things, to: (i) increase the size of the Board of Directors of the Issuer (the “Board”) from seven (7) to nine (9) members and appoint (a) Andrew F. Cates as a director of the Issuer in Class III with a term expiring at the Issuer’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) and (b) Daniel B. Silvers as a director of the Issuer in Class I with a term expiring at the Issuer’s 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”); (ii) cause the Board to decrease the size of its Class II membership by one, effective upon the conclusion of the 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), such that only eight (8) directors are serving on the Board upon the conclusion of the 2016 Annual Meeting; (iii) nominate, recommend, support and solicit proxies for the election of Mr. Cates at the 2017 Annual Meeting in the same manner as the Issuer supports its other nominees up for election; (iv) appoint Mr. Cates as a member of the Audit Committee and Corporate Governance and Nominating Committee (the “Nominating Committee”) and appoint Mr. Silvers as a member of the Compensation Committee and Nominating Committee; and (v) form a strategy committee (the “Strategy Committee”) to be composed of four (4) members of the Board and to appoint each of Messrs. Cates and Silvers as members of the Strategy Committee, effective as of the date of the Settlement Agreement.
The Agreement also provides that, subject to certain limitations, if either of Messrs. Cates and Silvers is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of their applicable term in office during the Standstill Period (as defined below), and at such time Central Square beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding shares, then Central Square shall have the ability to recommend a substitute person who meets certain independence and experience criteria for approval by the Nominating Committee and appointment by the Board within ten (10) business days after such committee’s approval.
Pursuant to the terms of the Settlement Agreement, Central Square agreed, among other things, at each annual or special meeting of shareholders held prior to the expiration of the Standstill Period: (i) to appear in person or by proxy for purposes of establishing a quorum and vote all Shares beneficially owned by it in favor of (a) each director nominated and recommended by the Board for election at any such shareholders’ meeting and (b) except in connection with any Opposition Matter (as defined therein), each of the shareholder proposals listed on the Issuer’s proxy card in accordance with the Board’s recommendations; and (ii) not to execute any proxy card or voting instruction form at any such shareholders’ meeting other than the Issuer’s proxy card or voting instruction form.
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