-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHUwgmHJmgRePZDXJPmjLbDtXro3SwgRnyWPpave1KIrfJmA3QCjJqHONDnOVEij /3QWD5hapDKfJ6Kp7UT87g== 0000950123-00-001502.txt : 20000223 0000950123-00-001502.hdr.sgml : 20000223 ACCESSION NUMBER: 0000950123-00-001502 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000222 GROUP MEMBERS: CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LTD. GROUP MEMBERS: CP INTERPATIONAL INVESTMENTS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCM CAPITAL GROUP INC CENTRAL INDEX KEY: 0001084961 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 481090909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58347 FILM NUMBER: 550481 BUSINESS ADDRESS: STREET 1: 500 WEST FIRST STREET BOX 576 CITY: HUTCHINSON STATE: KS ZIP: 67501 BUSINESS PHONE: 8007590327 MAIL ADDRESS: STREET 1: 500 W FIRST STREET BOX 576 CITY: HUTCHINSON STATE: KS ZIP: 67501 FORMER COMPANY: FORMER CONFORMED NAME: MIDLAND CORP OF KANSAS DATE OF NAME CHANGE: 19990423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CP INTERPATIONAL INVESTMENTS LTD CENTRAL INDEX KEY: 0001107344 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CP INTERNATIONAL INVESTMENT LTD NSW 1028 STREET 2: 54-58 PARK STREET SYDNEY AUSTRALIA CITY: SYDNEY MAIL ADDRESS: STREET 1: C.P. INVESTMENTS LIMITED STREET 2: 54-58 PARK STREET AUSTRALIA NSW 1028 CITY: SYDNEY SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* MCM Capital Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.01 par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 55269B10 - -------------------------------------------------------------------------------- (CUSIP Number) John M. Allen, Esq. Debevoise & Plimpton 875 Third Avenue New York, NY 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 9, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), (f) or (g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following pages) 2 CUSIP No. 55269B10 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Consolidated Press International Holdings Limited - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of the Bahamas - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None BENEFICIALLY ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BEBEFICIALLY OWNED BY 2,049,396 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,049,396 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,049,396 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - ------------------------------------------------------------------------------- Page 2 of 9 3 CUSIP No. 55269B10 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C.P. International Investments Limited - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of the Bahamas - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,049,396 REPORTING ------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH None ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,049,396 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,049,396 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- Page 3 of 9 4 CUSIP No. 55269B10 13D Statement on Schedule 13D Item 1. Security and Issuer. The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of MCM Capital Group, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), which has its principal executive offices at 500 W. First Street, Hutchinson, Kansas 67501-5222. Item 2. Identity and Background. (a) -(f) This Schedule 13D is being filed by Consolidated Press International Holdings Limited ("CPIHL") and C.P. International Investments Limited ("CPII" and, together with CPIHL, the "Reporting Persons"). CPIHL is a company organized under the laws of the Commonwealth of the Bahamas, which has its principal business office at 54-58 Park Street, Sydney, NSW 2001, Australia. CPII is a company organized under the laws of the Commonwealth of the Bahamas, which has its principal business office at 54-58 Park Street, Sydney, NSW 2001, Australia. CPIHL and CPII are holding companies whose principal business is investments. CPII is owned through a series of subsidiaries by CPIHL. The Packer family directly or indirectly beneficially owns CPIHL. The names, addresses, and citizenship of the directors and executive officers of CPIHL and CPII are set forth in Schedules 1 and 2, respectively, which are incorporated herein by reference. During the last five years, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers named in Schedules 1 and 2 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or has been subject to any civil judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Prior to the Company's initial public offering on July 9, 1999, CPII owned 1,729,396 shares of the Company's Common Stock, including 345,879 shares owned by CPII as nominee of Peter Stewart Nigel Frazer. On July 9, 1999, in connection with the Company's initial public offering, CPII purchased an additional 320,000 shares of Common Stock in a directed offering from the Company. The source of funds used to purchase the additional 320,000 shares of Common Stock was the working capital of CPII. Page 4 of 9 5 CUSIP No. 55269B10 13D Item 4. Purpose of Transaction. The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. The Reporting Persons will continuously evaluate their ownership of the Common Stock and the Company's business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, each of the Reporting Persons may acquire additional shares of Common Stock, or dispose of shares of Common Stock, from time to time, in open market or privately negotiated transactions. The Reporting Persons have no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Fund. (a) CPII is the direct beneficial owner and CPIHL is the indirect beneficial owner of 2,049,396 shares of Common Stock, constituting approximately 28.5% of the outstanding shares of Common Stock (computed on the basis of 7,191,131 shares of Common Stock currently outstanding as reported in the Company's Form 10Q, filed with the Securities and Exchange Commission). (b) CPII and CPIHL each share voting and dispositive power with respect to the 2,049,396 shares of Common Stock. (c) On July 9, 1999 in connection with the Company's initial public offering, CPII purchased 320,000 shares of Common Stock at $10.00 per share. (d) The total number of securities reported herein as owned directly and indirectly by CPII and CPIHL includes 345,879 shares (4.8% of the number of shares currently outstanding) owned by CPII as nominee of Peter Stewart Nigel Frazer. Mr. Frazer granted voting and investment power over his shares to CPII to be exercised in the same manner and to the same proportionate extent as applies to shares owned by CPII. (e) Not applicable. Except as set forth herein, to the best knowledge of CPII and CPIHL, none of the persons named in Schedules 1 and 2 hereof beneficially owns any shares of Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Fund. None. Item 7. Materials to be Filed as Exhibits. Exhibit 1. Joint Filing Agreement of the Reporting Persons, dated February 18, 2000. Page 5 of 9 6 CUSIP No. 55269B10 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to the undersigned is true, complete and correct. Date: February 18, 2000 Consolidated Press International Holdings Limited By: /s/ John H. Cherry ------------------------ Name: John H. Cherry Title: Director C.P. International Investments Limited By: /s/ David Barnett ------------------------- Name: David Barnett Title: Director Page 6 of 9 7 CUSIP No. 55269B10 13D SCHEDULE 1 EXECUTIVE OFFICERS AND DIRECTORS CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED The names of the members of the board of directors and executive officers of Consolidated Press International Holdings Limited, addresses and citizenship are set forth below: 1. NAME 2. CITIZENSHIP 3. RESIDENCE OR BUSINESS ADDRESS Kerry F.B. Packer Australia 3rd Floor, 54 Park Street, Sydney, Australia John Cherry England 3rd Floor, 54 Park Street, Sydney, Australia Ian Fair England Windermere House, 404 East Bay Street, PO Box SS-5539, Nassau, Bahamas Peter G. Beer Australia 2nd Floor, Merchants Court, (Alternate to John Cherry) 24 Merchants Quay, Dublin 8, Ireland Andrew Leitch Canada 50th Floor, Hopewell Centre, (Alternate to Ian Fair) 183 Queen's Road East, Central, Hong Kong Page 7 of 9 8 CUSIP No. 55269B10 13D SCHEDULE 2 EXECUTIVE OFFICERS AND DIRECTORS C.P. INTERNATIONAL INVESTMENTS LIMITED The names of the members of the board of directors and executive officers of C.P. International Investments Limited, addresses and citizenship are set forth below: 1. NAME 2. CITIZENSHIP 3. RESIDENCE OR BUSINESS ADDRESS David John Barnett Australia 3rd Floor, 54 Park Street Sydney, Australia Graham Alan Cubbin Australia 3rd Floor, 54 Park Street Sydney, Australia Page 8 of 9 EX-99.1 2 JOINT FILING AGREEMENT 1 CUSIP No. 55269B10 13D EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D and any amendments thereto to which this exhibit is attached is filed on behalf of each of them. Dated: February 18, 2000 Consolidated Press International Holdings Limited By: /s/ John H. Cherry ------------------------------ Name: John H. Cherry Title: Director C.P. International Investments Limited By: /s/ David Barnett ---------------------------- Name: David Barnett Title: Director Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----