-----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, FQqeC9IYAsvHPzM7m6rZk/g0TdYs8vsOhkq5IrRV2nc9Mi9mYHpxFQZR1pZxTbBf aYBhdfL0+ulrlzupXqGSZA== 0000950144-98-011145.txt : 19981002 0000950144-98-011145.hdr.sgml : 19981002 ACCESSION NUMBER: 0000950144-98-011145 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981001 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: 98719386 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: 98719387 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. 4/FINAL) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) ------------------ 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 1,937,038 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ] EXCLUDES CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 41.2% 10 TYPE OF REPORTING PERSON IC, CO
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 1,937,038 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ] EXCLUDES CERTAIN SHARES 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 41.2% 10 TYPE OF REPORTING PERSON IN
3 4 This Amendment No. 4/Final (this "Amendment No. 4") 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 Amendment No. 4 also constitutes Amendment No. 4 to the 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 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. 4 but not defined herein have the meanings assigned to such terms in the Offer to Purchase and the Statement. 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER Item 5 is hereby amended and supplemented by adding to the end thereof the following: On October 1, 1998, pursuant to the Offer and Rights Agreement and the Tender Agreement, Messrs. Jesse Greenfield, Laurence F. Lee, Jr., Laurence F. Lee III, Claude G. Sanchez, Jr. and R. Peyton Woodson III resigned as directors of the Company and the remaining members of the Company's Board of Directors, Messrs. Michael A. DiGregorio, George E. King and Stephen L. Stephano elected John D. Amaral, Marguerite R. Gorman, Peter R. Kellogg, Richard D. Spurling and Edward A. Kerbs as directors. 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented by adding to the end thereof the following: At 5:00 p.m., New York City time, on Wednesday, September 30, 1998, the Offer expired. Based on the Depositary's report, 1,436,100 Shares (including Option Shares) were tendered pursuant to the Offer, of which 500 were tendered pursuant to notices of guaranteed delivery. On September 30, 1998, effective as of 5:01 p.m., New York City time, Purchaser waived the Minimum Condition (as permitted by the terms of the Offer to Purchase), and all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. In addition, pursuant to the Trust Purchase Agreement, on October 1, 1998, IAT purchased 658,900 Shares from the Trust for $2,404,985 and deposited an additional $8,864,390 with the Trust. Following the closing of the tender offer and the purchase from the Trust, IAT will own approximately 41.2% of the outstanding common stock of McM. A copy of a press release of Purchaser announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)(14) and is incorporated by reference in its entirety. 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended by adding the following, which is attached hereto as an exhibit: (a)(14) Text of Press Release dated October 1, 1998. 4 5 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
October 1, 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
October 1, 1998 5 EX-99.A.14 2 PRESS RELEASE DATED 10/1/98 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: - --------- Stan Kay MacKenzie Partners, Inc. 800-322-2885 IAT COMPLETES TENDER OFFER FOR STOCK OF MCM CORPORATION New York, New York, October 1, 1998. IAT Reinsurance Syndicate Ltd. announced today the completion 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). The offer expired at 5:00 p.m., New York City time, on September 30, 1998. Based on a preliminary count, 1,436,100 shares (including option shares) were tendered and accepted for payment, including 500 shares submitted by notice of guaranteed delivery. IAT has agreed, following the closing of the tender offer, to purchase an additional 658,900 shares of McM common stock from the McMillen Trust. Following the closing of the tender offer and the purchase from the McMillen Trust, IAT will own approximately 41.2% of the outstanding common stock of McM. # # # -----END PRIVACY-ENHANCED MESSAGE-----