-----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, Bgg6DxWnsMR5k+uRCi7HrbQx8NuHqCD6X0Cf9eXxb4JAe3kng0UXkGpyFpI26jJn t7gw/ttfakP5Nnsefo982A== 0000950144-98-010216.txt : 19980825 0000950144-98-010216.hdr.sgml : 19980825 ACCESSION NUMBER: 0000950144-98-010216 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980824 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: 98696184 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: 98696185 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 CORPORATION/IAT REINSURANCE/KELLOGG SC 14D/A1 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. 1) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------ 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. 1 (this "Amendment No. 1") 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. 1 but not defined herein have the meanings assigned to such terms in the Offer to Purchase and the Statement. 2. IDENTITY AND BACKGROUND (a)-(d) and (g) This Statement is filed by Purchaser and the Shareholder. The information concerning the name, state or other place of organization, principal business and address of the principal office of Purchaser and the information concerning the name, residence or business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted, material occupations, positions, offices or employments during the last five years and citizenship of the Shareholder and each of the executive officers and directors of Purchaser are set forth in the Introduction, Section 8 ("Certain Information Concerning Purchaser") and Schedule I of the Offer to Purchase and are incorporated herein by reference. (e) and (f) During the last five years, neither Purchaser, the Shareholder, nor, to the best knowledge of Purchaser and Shareholder, any of the persons listed in Schedule I of the Offer to Purchase has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. 10. ADDITIONAL INFORMATION Item 10 is hereby amended and supplemented by adding to the end thereof the following: The boldface paragraph appearing in Section 7 of the Offer to Purchase (the second full paragraph on page 12) is hereby amended and restated in its entirety to read as follows: PROJECTED INFORMATION OF THIS TYPE IS BASED ON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE PROJECTIONS. THESE PROJECTIONS REFLECT NUMEROUS ASSUMPTIONS, ALL MADE BY MANAGEMENT OF THE COMPANY OR DICTATED BY INSURANCE REGULATORY REQUIREMENTS, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC, MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS INCLUDING ASSUMED INTEREST EXPENSE AND EFFECTIVE TAX RATES CONSISTENT WITH HISTOR- 4 5 ICAL LEVELS FOR THE COMPANY, ALL OF WHICH ARE DIFFICULT TO PREDICT, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL AND NONE OF WHICH WERE SUBJECT TO APPROVAL BY PURCHASER. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE PROJECTED RESULTS WILL BE REALIZED OR THAT ACTUAL RESULTS WILL NOT BE SIGNIFICANTLY HIGHER OR LOWER THAN THOSE SET FORTH ABOVE. IN ADDITION, THESE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND FORECASTS AND ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE SUCH INFORMATION WAS MADE AVAILABLE TO PURCHASER BY THE COMPANY. NONE OF PURCHASER, ITS SHAREHOLDERS OR THEIR FINANCIAL ADVISORS ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF THE FOREGOING PROJECTIONS. NONE OF PURCHASER, ITS SHAREHOLDERS, THE COMPANY AND ANY OF THEIR FINANCIAL ADVISORS HAS MADE, OR MAKES, ANY REPRESENTATION TO ANY PERSON REGARDING THE INFORMATION CONTAINED IN THESE PROJECTIONS AND NONE OF THEM INTENDS TO UPDATE OR OTHERWISE REVISE THESE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THESE PROJECTIONS ARE SHOWN TO BE IN ERROR. The fourth paragraph appearing in Section 11 of the Offer to Purchase (the fourth full paragraph on page 26) is hereby amended and restated in its entirety to read as follows: The Purchaser believes, under its interpretation of the Code, that the consummation of the Offer and the Related Transactions will permit the ongoing existence and use of the NOLs as described above in that the Offer and the Related Transactions do not constitute an ownership change under Section 382 of the Code. There can be no assurance, however, that if challenged, Purchaser's interpretation would be sustained by the Internal Revenue Service or any court. The Purchaser has not received any legal opinion with respect to the tax consequences of the Offer or the Related Transactions on the Purchaser, the Company or any shareholder of the Company. If the Company were unable to successfully defend such interpretation, the Company would be denied the potential benefit of significant amounts of its NOLs. The loss of such NOLs, however, would be detrimental to the Company only to the extent it is able to generate taxable income in excess of the NOLs that are otherwise available. Although Purchaser can give no assurance as to whether or when it might acquire additional Shares of the Company, Purchaser anticipates that its analysis of whether and when to do so may depend upon its assessment of the value of available NOLs in relation to the financial performance, including the future generation of taxable income, if any, of the Company. The initial clause contained in first sentence of Section 14 of the Offer to Purchase (page 29) is hereby amended and restated in its entirety to read as follows: 14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or pay for any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if prior to the Expiration Date (i) the Minimum Condition shall not have been satisfied, (ii) approval of the transactions contemplated by the Trust Purchase Agreement by the Delaware Chancery Court shall not have been obtained, (iii) approval of the Offer and the Related Transactions by the Commissioners of Insurance in the States of North Carolina and California shall not have been obtained, (iv) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer or (v) at any time on or after the date of the Offer and Rights Agreement, and prior to the Expiration Date, any of the following conditions shall exist: 5 6 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended by adding the following, which is attached hereto as an exhibit: (a)(11) Text of Press Release dated August 21, 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
August 21, 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
August 21, 1998 6 EX-99.(A)(11) 2 PRESS RELEASE DATED 8/21/1998 1 NEWS RELEASE MacKenzie Partners, Inc. 156 Fifth Avenue New York, NY 10010 212 929-5900 FAX 212 929-0308 For Immediate Release Contact: - -------- Bob Marese MacKenzie Partners, Inc. 212-929-5405 IAT EXTENDS OFFER FOR MCM New York, New York, August 21, 1998. IAT Reinsurance Syndicate Ltd. announced today that it has extended the expiration 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 9, 1998. IAT said that it has obtained the required approval of the Court of Chancery of the State of Delaware, but is still awaiting required regulatory approvals from the Commissioners of Insurance in the States of North Carolina and California. As of the close of business on August 21, 1998, approximately 1,121,151 shares of common stock of McM had been tendered and not withdrawn. # # # -----END PRIVACY-ENHANCED MESSAGE-----