-----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, UA8u1XdxihrBwPigWAkLyM33P2oWaEBeTd7PsmxSfIZol5qgx4aN4UjpmgrzcIEN MlIoVtW0j6+f1QfFFfIKOg== 0000950144-98-010592.txt : 19980911 0000950144-98-010592.hdr.sgml : 19980911 ACCESSION NUMBER: 0000950144-98-010592 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980910 SROS: NASD GROUP MEMBERS: IAT REINSURANCE SYNDICATE LTD GROUP MEMBERS: PETER R KELLOGG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCM CORP CENTRAL INDEX KEY: 0000275710 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 561171691 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-17461 FILM NUMBER: 98707235 BUSINESS ADDRESS: STREET 1: 702 OBERLIN RD STREET 2: BOX 12317 CITY: RALEIGH STATE: NC ZIP: 27605 BUSINESS PHONE: 9198331600 MAIL ADDRESS: STREET 1: 702 OBERLIN ROAD STREET 2: P O BOX 12317 CITY: RALEIGH STATE: NC ZIP: 27605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCM CORP CENTRAL INDEX KEY: 0000275710 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 561171691 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-17461 FILM NUMBER: 98707236 BUSINESS ADDRESS: STREET 1: 702 OBERLIN RD STREET 2: BOX 12317 CITY: RALEIGH STATE: NC ZIP: 27605 BUSINESS PHONE: 9198331600 MAIL ADDRESS: STREET 1: 702 OBERLIN ROAD STREET 2: P O BOX 12317 CITY: RALEIGH STATE: NC ZIP: 27605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IAT REINSURANCE SYNDICATE LTD CENTRAL INDEX KEY: 0001066641 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: VICTORIA HALL, II VICTORIA STREET STREET 2: HAMILTON, HM11, BERMUDA MAIL ADDRESS: STREET 1: VICTORIA HALL, VICTORIA STREET STREET 2: HAMILTON, HM11 BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IAT REINSURANCE SYNDICATE LTD CENTRAL INDEX KEY: 0001066641 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: VICTORIA HALL, II VICTORIA STREET STREET 2: HAMILTON, HM11, BERMUDA MAIL ADDRESS: STREET 1: VICTORIA HALL, VICTORIA STREET STREET 2: HAMILTON, HM11 BERMUDA SC 14D1/A 1 MCM CORP/IAT REINSURANCE/KELLOGG SC 14D1/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ------------------ McM CORPORATION (Name of Subject Company) ------------------ IAT REINSURANCE SYNDICATE LTD. AND PETER R. KELLOGG (Bidder) ------------------ COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) ------------------ 552674103 (CUSIP Number of Class of Securities) ------------------ MARGUERITE R. GORMAN SECRETARY IAT REINSURANCE SYNDICATE LTD. C/O SPEAR, LEEDS & KELLOGG 120 BROADWAY NEW YORK, NEW YORK 10271 TELEPHONE: (212) 433-7072 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPY TO: ROBIN L. HINSON, ESQ. ROBINSON, BRADSHAW & HINSON, P.A. 1900 INDEPENDENCE CENTER 101 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28246 TELEPHONE: (704) 377-2536 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CUSIP No. 552674103 SCHEDULE 14D-1 and SCHEDULE 13D ---------------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS IAT REINSURANCE SYNDICATE LTD. 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 ITEM 2(e) or 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(1) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ] EXCLUDES CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0%(1) 10 TYPE OF REPORTING PERSON IC, CO
- --------------- (1) IAT Reinsurance Syndicate Ltd. is party to (i) a Trust Purchase Agreement (as defined herein) pursuant to which it has agreed, among other things and conditioned upon the consummation of the Offer (as defined herein) to purchase 658,900 shares of Common Stock, (as hereinafter defined) of McM Corporation from the McMillen Trust for $3.65 per share, and (ii) a Tender Agreement (as defined herein) with each director of McM Corporation, pursuant to which such directors have agreed to (A) tender, or cause to be tendered, approximately 481,932 shares of Common Stock in the Offer, and (B) to cancel approximately 157,962 options to purchase shares of Common Stock held by such directors in return for a per share cash payment equal to the positive difference, if any, between $3.65 and the exercise price for such share. IAT Reinsurance Syndicate Ltd. disclaims beneficial ownership of such shares. 2 3 CUSIP No. 552674103 SCHEDULE 14D-1 and SCHEDULE 13D ---------------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS PETER R. KELLOGG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM 2(e) or 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(1) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ] EXCLUDES CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0%(1) 10 TYPE OF REPORTING PERSON IN
- --------------- (1) IAT Reinsurance Syndicate Ltd. is party to (i) a Trust Purchase Agreement pursuant to which it has agreed, among other things and conditioned upon the consummation of the Offer to purchase 658,900 shares of Common Stock of McM Corporation from the McMillen Trust for $3.65 per share, and (ii) a Tender Agreement with each director of McM Corporation, pursuant to which such directors have agreed to (A) tender, or cause to be tendered, approximately 481,932 shares of Common Stock in the Offer, and (B) to cancel approximately 157,962 options to purchase shares of Common Stock held by such directors in return for a per share cash payment equal to the positive difference, if any, between $3.65 and the exercise price for such share. Peter R. Kellogg, holder of 100% of the voting securities of IAT Reinsurance Syndicate Ltd., disclaims beneficial ownership of such shares. 3 4 This Amendment No. 2 (this "Amendment No. 2") is to the Tender Offer Statement on Schedule 14D-1, as amended (the "Statement"), that relates to the offer by IAT Reinsurance Syndicate Ltd., a Bermuda corporation ("Purchaser"), to purchase up to 35% of the outstanding shares (the "Shares") of Common Stock, par value $1.00 per Share (the "Common Stock"), of McM Corporation, a North Carolina corporation (the "Company"), at a price of $3.65 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated July 23, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"), copies of which are attached to the Statement as Exhibits (a)(1) and (a)(2), respectively. This Statement also constitutes a statement on Schedule 13D with respect to the acquisition by Purchaser and Peter R. Kellogg, the holder of 100% of the voting securities of Purchaser (the "Shareholder"), of beneficial ownership of all Shares to be purchased pursuant to this Statement and all Shares to be purchased pursuant to the Trust Purchase Agreement (as defined herein) described in Item 7 of this Statement. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Capitalized terms used in this Amendment No. 2 but not defined herein have the meanings assigned to such terms in the Offer to Purchase and the Statement. 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended by adding the following, which is attached hereto as an exhibit: (a)(12) Text of Press Release dated September 10, 1998. 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. IAT REINSURANCE SYNDICATE LTD. By: /s/ Peter R. Kellogg --------------------------------------- Name: Peter R. Kellogg Title: President By: /s/ Marguerite R. Gorman --------------------------------------- Name: Marguerite R. Gorman Title: Secretary
September 10, 1998 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. /s/ Peter R. Kellogg --------------------------------------- Peter R. Kellogg
September 10, 1998 4 EX-99.A.12 2 TEXT OF PRESS RELEASE DATED 9-10-1998 1 NEWS RELEASE (MACKENZIE PARTNERS, INC. logo) 156 Fifth Avenue New York, NY 10010 800 322-2885 FAX 212 929-0308 FOR IMMEDIATE RELEASE Contact: - --------- Bob Marese MacKenzie Partners, Inc. 800-322-2885 IAT EXTENDS OFFER FOR MCM New York, New York, September 10, 1998. IAT Reinsurance Syndicate, Ltd. announced today that it has extended the expiration date of its $3.65 per share cash tender offer for up to 35% of the issued and outstanding shares of McM Corporation (NASDAQ OTC:MCMC) to 5:00 p.m., New York City time, on September 30, 1998. IAT said that it has obtained the required approvals of the Court of Chancery of the State of Delaware and the North Carolina Commissioner of Insurance, and is awaiting only the required regulatory approval from the California Commissioner of Insurance. IAT reserves the right to further extend the tender offer in accordance with the procedures set forth in the Offer to Purchase. The Board of Directors of McM Corporation has unanimously approved the tender offer and has recommended that holders of McM shares tender their shares into the tender offer. As of the close of business on September 9, 1998, approximately 1,349,794 shares (including option shares), or approximately 79% of the total number of shares sought by IAT in the tender offer, had been tendered and not withdrawn. IAT noted that, assuming receipt of the California regulatory approval, the number of shares tendered to date is enough to permit IAT to close the tender offer if IAT elects to do so in accordance with the terms of the Offer to Purchase. McM shareholders with questions on IAT's tender offer or who require additional assistance should call MacKenzie Partners, Inc. toll free at 1-800-322-2885. Additional copies of the Offer to Purchase and all other tender offer materials may be obtained from MacKenzie Partners at 1-800-322-2885. Shareholders may also contact their brokers, dealers, commercial banks and trust companies or other nominees for assistance concerning the Offer. In addition, shareholders of McM may also contact McM Corporation at 1-800-525-7486. # # # -----END PRIVACY-ENHANCED MESSAGE-----