-----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, FAUwT+TqSKQlovHDEaWsCal8R6e2GFktb6b3h0EkhNZigE9mqTgTkaHWMhZ/sA9i J+QApwqVhnki13qUA0GeiA== 0000950144-96-003384.txt : 19960613 0000950144-96-003384.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950144-96-003384 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960612 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTASIA ENTERTAINMENT INTERNATIONAL INC CENTRAL INDEX KEY: 0000912027 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 581949379 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46133 FILM NUMBER: 96580165 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: MOUNTASIA ENTERTAINMENT INTERNATIONAL INC CENTRAL INDEX KEY: 0000912027 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 581949379 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A 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 SC 13E4/A 1 AM#2 TO SC 13E-4/A FOR MOUNTASIA INT'L INC. 1 As filed with the Securities and Exchange Commission on June 12, 1996 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 2 TO SCHEDULE 13E-4 (Final Amendment) RULE 13E-4 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. (Name of Issuer) MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, No Par Value (Title of Class of Securities) 624 547 105 ----------- (CUSIP Number of Class of Securities) L. Scott Demerau Chairman of the Board, Chief Executive Officer and President Mountasia Entertainment International, Inc. 5895 Windward Parkway, Suite 220 Alpharetta, Georgia 30202-4182 (770) 442-6640 (Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) Copy to: Edward J. Hardin, Esq. Rogers & Hardin 229 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 422-5700 March 29, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) -------------------------- Calculation of Filing Fee - ------------------------------------------------------------------------------- Transaction Valuation(*) Amount of Filing Fee - ------------------------------------------------------------------------------- $24,920,000 $4,984 - ------------------------------------------------------------------------------- (*)Determined on the basis of (i) the maximum number of shares of common stock, no par value, of the Company to be exchanged by holders (7,000,000) and (ii) the average of the high and low prices of the common stock reported by the Nasdaq National Market System on March 28, 1996 ($3.56). [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $4,984 Filing party: Mountasia Entertainment International, Inc. Form or registration No.: Schedule 13E-4 Date filed: March 29, 1996
2 This Final Amendment to Schedule 13E-4 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 originally filed on March 29, 1996, as amended by Amendment No. 1 thereto filed on April 26, 1996 (as so amended, the "Schedule 13E-4"), relating to the offer by the Company to exchange one (1) share of the Company's Class E Preferred Stock, with a liquidation value of $12.00 per share (the "Class E Stock"), for two (2) shares of the Company's Common Stock, no par value, up to a maximum of 7,000,000 shares of the Common Stock, upon the terms and subject to the conditions set forth in the Offer to Exchange dated March 29, 1996 (the "Offering Circular") and related Letter of Transmittal (which together constitute the "Exchange Offer"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13E-4. ITEM 8. ADDITIONAL INFORMATION. Item 8(e) is amended by adding the following paragraph thereto: The Company has terminated the Exchange Offer without exchanging any shares of Common Stock. The Exchange Offer was originally scheduled to terminate on April 26, 1996, but was extended to June 24, 1996. The Company exercised its right to terminate the Exchange Offer on June 3, 1996. As of the date of such termination, certain material conditions to the Exchange Offer had not been satisfied and the Company had received a proposal relating to a $40 million equity investment in the Company. The Company is advised by the Exchange Agent that as of June 3, 1996, approximately 1.1 million shares of Common Stock had been tendered for exchange. A press release dated June 6, 1996 announcing the termination of the Exchange Offer and the proposed equity investment is attached hereto as Exhibit (a)(9) and incorporated herein by this reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is amended by adding the following exhibit: (a)(9) Press Release Dated June 6, 1996. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: June 12, 1996 MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. By: /s/ L. Scott Demerau ---------------------------------------------- L. Scott Demerau Chairman of the Board, President and Chief Executive Officer 4 EXHIBIT INDEX
Exhibit Sequentially Number Description Page (a)(1) Offering Circular dated March 29, 1996 . . . . . . . . . . . . . . . . . (*) (a)(2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9) dated March 29, 1996 . . . (*) (a)(3) Notice of Guaranteed Delivery . . . . . . . . . . . . . . . . . . . . . . (*) (a)(4) Letter from Mountasia Entertainment International, Inc. to brokers, dealers, commercial banks, trust companies and other nominees dated March 29, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (*) (a)(5) Letter from brokers, dealers, commercial banks and trust companies to their clients dated March 29, 1996 . . . . . . . . . . . . . . . . . . . (*) (a)(6) Guidelines for Certification of Taxpayer Identification Number of Substitute W-9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (*) (a)(7) Press Release Dated April 1, 1996 . . . . . . . . . . . . . . . . . . . . (*) (a)(8) Press Release Dated April 25, 1996 . . . . . . . . . . . . . . . . . . . (*) (a)(9) Press Release Dated June 6, 1996 . . . . . . . . . . . . . . . . . . . . (c)(1) Articles of Amendment to the Articles of Incorporation of Mountasia Entertainment International, Inc. . . . . . . . . . . . . . . . . . . . . (*)
- ----------------------- (*) Previously filed. 5 [LOGO] MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.(R) MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. TO RECEIVE $40 MILLION COMMON STOCK INVESTMENT ATLANTA, June 6 /PRNewswire/ -- Mountasia Entertainment International, Inc. (Nasdaq-NNM: FUNN) announced today that it had entered into an agreement pursuant to which an outside investment group will invest $40 million in the Company. Under the agreement, the investment group will receive approximately 44.4% of the Company's Common Stock outstanding as of the closing. The arrangements with the investment group also include a commitment to provide up to $30 million of additional capital in certain circumstances. In light of the pending investment, Mountasia announced that it had terminated its previously announced exchange offer for Common Stock and amended its shareholder rights plan to exempt the proposed investment therefrom. As an accommodation to Mountasia, between now and the anticipated closing in early July, the investment group will make available to the Company up to $33 million of interim financing, which will be used to refinance approximately $11 million of existing secured debt (which has been in default), to redeem or repurchase up to $2.5 million of subordinated debt and preferred stock, and to fund enhancements to the Company's family entertainment centers and Company-owned developments, including acquisitions. It is anticipated that the interim financing will be exchanged for Common Stock and that the balance of the $40 million equity commitment will be paid in cash at the closing. After the equity investment is completed, the Company intends to enter into a permanent credit facility with a bank or other financial institution, which would both replace the interim debt financing and be expanded to provide capital for growth. The Company also said that the investment agreement includes antidilution provisions under which additional shares of Common Stock would be issued to adjust for any post-closing issuances of Common Stock under existing commitments below 130% of the per-share investment price as of the closing. The investment group will be entitled to minority representation on the Company's Board of Directors, but will not be permitted to increase its equity stake to 50% or more without the approval of the Company's outside directors. -more- 5895 WINDWARD PARKWAY, SUITE 220 - ALPHARETTA, GEORGIA 30202-4182 PHONE - 404-442-6640 - FAX 404-442-6644 - FAX 404-442-6655 6 -2- L. Scott Demerau, Mountasia's Chief Executive Officer said, "We believe that the investment arrangements give Mountasia an exciting opportunity to pursue its growth strategy without the type of capital constraints under which the Company has been laboring." The Common Stock investment is subject to confirmatory due diligence and other closing conditions, and there can be no assurance that the contemplated investment will be consummated. Were the transaction not to close, it is anticipated that the interim financing facility provided by the investment group would be refinanced within 18 months. The investment is scheduled to be completed in early July. Upon repayment of certain of the Company's existing obligations from the proceeds of the pending Common Stock investment, the Company will recognize an extraordinary non-cash expense estimated at $2.3 million (pre-tax) for the write-off of unamortized debt financing costs. In addition, the Company is currently reviewing its future plans for each of its owned family entertainment centers and partnership interests. This review could result in adjustments to the carrying values of these assets and corresponding expenses in the Company's current fiscal year. The Company expects to complete this review prior to the completion of the pending investment and the aggregate of these charges is preliminarily estimated to be approximately $1.5 million in the current period. Headquartered in Atlanta, Georgia, Mountasia Entertainment International, Inc. is a leader in the family entertainment center industry, with 53 company owned or licensed family fun centers located in the United States and four other countries. Mountasia has been publicly traded since November, 1993. -0- 6/6/96 /CONTACT: Margaret Schaeffer, Investor Relations, or Greg Waters, Chief Financial Officer, 770-442-6640, both of Mountasia Entertainment International, Inc./ (FUNN) -0- -----END PRIVACY-ENHANCED MESSAGE-----