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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 3)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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THE MARQUEE GROUP, INC.
(Name of the Issuer)
THE MARQUEE GROUP, INC.
(Name of Person(s) Filing Statement)
WARRANTS
(Title of Class of Securities)
570906115
(CUSIP Number of Class of Securities)
ROBERT M. GUTKOWSKI, PRESIDENT
888 SEVENTH AVENUE, 37TH FLOOR
NEW YORK, NEW YORK 10019
(212) 977-0300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
AMAR BUDARAPU, ESQ.
BAKER & MCKENZIE
805 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 751-5700
JULY 23, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
$10,845,988 $2,169.20
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(1) Estimated solely for purposes of calculating the filing fee. Assumes
purchase of all 4,519,162 outstanding warrants at $2.40 per warrant.
(2) Calculated according to Rule 0-11(b)(1) under the Securities Exchange
Act of 1934, as amended, based upon the transaction valuation
multiplied by one fiftieth of one percent.
|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: $2033.62 AND $135.58
Filing Party: THE MARQUEE GROUP, INC.
Form or Registration No.: SCHEDULE 13E-4 AND AMENDMENT NO. 1 TO
SCHEDULE 13E-4
Date Filed: JULY 23, 1997 AND AUGUST 26, 1997
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This Amendment No. 3 to Schedule 13E-4 amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 originally filed on July 23,
1997, as amended by Amendments Nos. 1 and 2 thereto (as so amended, the
"Schedule 13E-4"). All capitalized terms not defined herein shall have the
meanings ascribed to them in the Schedule 13E-4.
The following information amends the information previously included
in the Schedule 13E-4. This Amendment No. 3 to Schedule 13E-4 also constitutes
the final amendment to the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under
the Securities Exchange Act of 1934, as amended.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 13E-4 is hereby supplemented and amended by
adding the following:
The Offer expired at 12:00 midnight, New York City time, on September
10, 1997. Pursuant to the Offer, the Company acquired 3,991,659 Warrants at a
purchase price of $2.40 per Warrant. As stated in Section 1 of the Offer to
Purchase, the Company may, in its sole discretion, at any time at least ten
business days after the expiration of the Offer, purchase any then outstanding
Warrants through privately negotiated transactions, open market purchases,
another tender offer or otherwise, on such terms and at such prices as the
Company may determine from time to time.
On September 11, 1997, the warrants ceased trading on the Nasdaq
SmallCap Market and the Boston Stock Exchange.
A copy of the Company's press release dated September 11, 1997,
announcing the preliminary results of the Offer is attached hereto as Exhibit
(a)(13).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Press release dated September 11, 1997.
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SIGNATURE
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.
September 11, 1997 THE MARQUEE GROUP, INC.,
a Delaware corporation
By: /s/ Jan E. Chason
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Jan E. Chason
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(13) Press release dated September 11, 1997.
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Exhibit (a)(13)
FOR IMMEDIATE RELEASE
FROM: CONTACT:
The Marquee Group, Inc. Timothy J. Klahs
888 Seventh Avenue, 37th Floor Director, Corporate Communications
New York, New York 10019 The Sillerman Companies
150 East 58th Street, 19th Floor
New York, New York 10155
(212) 407-9126
THE MARQUEE GROUP, INC. COMPLETES SELF TENDER OFFER
NEW YORK, September 11, 1997 -- The Marquee Group, Inc. (AMEX: MRTQ)
announced today that its self tender offer for its warrants expired
at 12:00 midnight, New York City time, Wednesday, September 10, 1997. Marquee
said that it expects to purchase approximately 3,991,956 warrants at a price of
$2.40 per warrant.
Marquee said that the determination of the actual number of warrants
to be purchased is subject to final confirmation of proper delivery of all
warrants tendered and not withdrawn. Payment for the warrants accepted will
occur as promptly as practicable, according to Marquee, and will be funded by
borrowings under a bridge financing agreement.
The warrants were traded on the Nasdaq SmallCap Market under the
symbol MRQEW and on the Boston Stock Exchange under the symbol MRT.WS. On
September 11, 1997, the warrants ceased trading on the Nasdaq SmallCap Market
and the Boston Stock Exchange.
Marquee provides comprehensive event management, television
production, marketing, talent representation and consulting services in the
sports, news and other entertainment industries. The company's event
management, television production and marketing services involve managing
sporting events, producing television programming and marketing professional
and collegiate athletic leagues and organizations. The company also arranges
and negotiates sports and entertainment-related television rights, advertising,
corporate sponsorships and naming rights, or entitlements, for its clients. The
talent representation services provided by the company include negotiating
employment agreements and creating and evaluating various business
opportunities for sports, news and entertainment personalities. The company
also provides a variety of consulting services to clients either engaged in,
or seeking exposure in, sports and entertainment-related industries.
