-----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, TJaPljRb3vPLkRdmFGLEKkgRM7MH/uI2APBnbc6gV2Yfs8/OJ4V56Er1/KhvZNCH atNaZFAsMzo0hzGoWoSVqQ== 0000912057-97-001123.txt : 19970117 0000912057-97-001123.hdr.sgml : 19970117 ACCESSION NUMBER: 0000912057-97-001123 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970116 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTASIA ENTERTAINMENT INTERNATIONAL INC CENTRAL INDEX KEY: 0000912027 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 581949379 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46133 FILM NUMBER: 97507037 BUSINESS ADDRESS: STREET 1: 5895 WINDWARD PKWY STREET 2: STE 220 CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 4044426640 MAIL ADDRESS: STREET 1: 5895 WINDWARD PARKWAY SUITE 220 CITY: ALPHARETTA STATE: GA ZIP: 30202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEI HOLDINGS L P CENTRAL INDEX KEY: 0001016939 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 4200 TEXAS COMMERCE TOWER STREET 2: 2200 ROSS AVE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2142204900 MAIL ADDRESS: STREET 1: 4200 TEXAS COMMERCE TOWER WEST STREET 2: 2200 ROSS AVE CITY: DALLAS STATE: TX ZIP: 75201 SC 13E3/A 1 SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 3) MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. (Name of Issuer) MEI HOLDINGS, L.P. (Name of Person Filing Statement) Common Stock (Titles of Classes of Securities) 624547105 (CUSIP Number of Class of Securities) Daniel A. Decker, Esq. MEI Holdings, L.P. 4200 Texas Commerce Tower West 2200 Ross Avenue Dallas, Texas 75201 (214) 229-4900 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) Copies to: Robert A. Profusek, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 (212) 326-3939 November 14, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) This statement is filed in connection with a tender offer. Page 1 of 5 Pages This Amendment No. 3 to Rule 13E-3 Transaction Statement (the "Statement") relates to a tender offer by MEI Holdings, L.P., a Delaware limited partnership (the "Purchaser"), to purchase (i) any and all of the outstanding shares of Common Stock (the "Shares") of Mountasia Entertainment International, Inc. (the "Company") not now beneficially owned by the Purchaser at $3.50 per Share, without interest, net to the seller in cash, (ii) any and all of the outstanding 9% Subordinated Convertible Debentures Due November 1, 1999 of the Company at par plus accrued and unpaid interest to the date of acceptance for payment, net to the seller in cash, and (iii) all outstanding 9.1% Subordinated Convertible Debentures Due January 1, 2002 of the Company at par plus accrued and unpaid interest to the date of acceptance for payment, net to the seller in cash, on the terms and subject to the conditions set forth in the Purchaser's Offer To Purchase dated November 14, 1996, as supplemented and amended (the "Offer To Purchase"), and the related Letters of Transmittal (which together constitute the "Offers"). Terms used herein which are defined in the Statement or the Offer To Purchase are used herein as so defined. Amendment No. 3 to Schedule 14D-1 (the "Schedule 14D-1") is being filed by the Purchaser with the Securities and Exchange Commission (the "Commission") contemporaneously with this Statement. CROSS REFERENCE SHEET Item in Amendment Where located in No. 3 to Amendment No. 3 to Schedule 13E-3 Schedule 14D-1 - -------------- -------------- Item 10 Item 6 Item 17(d) Item 11(a) - ---------- Item 10. Interest in Securities of the Issuer. Item 10 of the Schedule 13E-3 is hereby supplemented and amended by adding the following: (a)-(b) The answer to Item 6 of the Final Amendment to Schedule 14D-1 is incorporated herein by reference. On January 15, 1997, the Purchaser issued a press release (the "Press Release") in connection with the expiration of the Offers. A copy of the Press Release is filed as Exhibit (a)(10) to the Final Amendment of the Schedule 14D-1 and as Exhibit (d)(10) hereto and is incorporated herein by reference. -2- Item 17. Material to be Filed as Exhibits. (d) (10) Text of Press Release issued by the Purchaser, dated January 16, 1997 -3- SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 16, 1997 MEI HOLDINGS, L.P. By: MEI GenPar, L.P. Its General Partner By: HH GenPar Partners Its General Partner By: Hampstead Associates, Inc. Its Managing General Partner By: /s/ Daniel A. Decker --------------------------------- Daniel A. Decker Executive Vice President -4- INDEX TO EXHIBITS Exhibits 99.(d)(10) Text of Press Release issued by the Purchaser, dated January 15, 1997 -5- EX-99.(D)(10) 2 EXHIBIT 99(D)(10) Ex-99.(d)(10) CONTACT - ------- Joseph Doherty MacKenzie Partners, Inc. (212) 929-5500 MOUNTASIA TENDER OFFERS COMPLETED NEW YORK, NEW YORK, January 15, 1997. MEI Holdings, L.P., the largest shareholder of Mountasia Entertainment International, Inc. (AMEX: MBE), announced today that it had completed its previously announced tender offers for Common Stock and two series of convertible debentures of Mountasia at $3.50 per share of Common Stock and par plus accrued interest for the debentures. Based on a preliminary count by the depositary for the tender offers, MEI Holdings purchased in the tender offers 7.5 million shares of Mountasia Common Stock and $15.1 million aggregate principal amount of convertible debentures. Unless and until shareholders approve conversion of the debentures and certain other Mountasia equity securities held by MEI Holdings, the shares of Common Stock purchased in the tender offer are subject to certain voting restrictions or, in the case of the debentures, are convertible into non-voting equity securities. Assuming such shareholder approval and therefore treating all the Common Stock equivalents, and assuming (i) the conversion of all debentures purchased in the tender offers at $3.50 per share, (ii) the completion of the previously announced capital call by Mountasia on MEI Holdings for $22.7 million of additional capital at MEI Holdings' average per share investment price for its initial investment last year, and (iii) the assumed issuance of 2.0 million of additional shares to MEI Holdings under the post-closing adjustment provisions of the investment agreement entered into by MEI Holdings and Mountasia last year, MEI Holdings would beneficially own 81.0% of Mountasia's outstanding Common Stock. Prior to such shareholder approval, these equity securities represent 49.9% of the presently total outstanding ordinary voting power of Mountasia. *** -----END PRIVACY-ENHANCED MESSAGE-----