MARQUEE GROUP INC
SC 13E3/A, 1997-08-21
MANAGEMENT CONSULTING SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

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                               SCHEDULE 13E-3/A 
                              (AMENDMENT NO. 1) 

                       RULE 13E-3 TRANSACTION STATEMENT 
      (PURSUANT TO SECTION 13(E) 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 

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This statement is filed in connection with (check the appropriate box): 

a.  [ ] The filing of solicitation materials or an information statement 
        subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the 
        Securities Exchange Act of 1934. 

b.  [ ] The filing of a registration statement under the Securities Act of 
        1933. 

c.  [X] A tender offer. 

d.  [ ] None of the above. 

 Check the following box if the soliciting materials or information statement 
 referred to in checking box (a) are preliminary copies. [ ] 

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   This Amendment No. 1 amends and supplements the Transaction Statement on 
Schedule 13E-3 (the "Schedule 13E-3") filed with the Securities and Exchange 
Commission on July 23, 1997 by The Marquee Group, Inc., a Delaware 
corporation (the "Company"), relating to the offer by the Company to purchase 
all of its outstanding warrants upon the terms and subject to the conditions 
set forth in the Offer to Purchase, dated July 23, 1997 (the "Offer to 
Purchase"), and in the related Letter of Transmittal (which together 
constitute the "Offer"). 

   This Amendment No. 1 reflects the Company's extension by press release, 
dated August 21, 1997, of the date and time at which the Offer expires from 
5:00 p.m., New York City time, on Thursday, August 21, 1997 to 5:00 p.m., New 
York City time, on Thursday, September 4, 1997. 

ITEM 16. ADDITIONAL INFORMATION. 

   Item 16 of the Schedule 13E-3 is hereby supplemented and amended by adding 
the following: 

   As set forth in the Press Release, dated August 21, 1997, which is 
attached hereto as Exhibit (d)(9) (the "Press Release"), the complete text of 
which is incorporated herein by reference, the Company has extended the time 
and date of expiration of the Offer to 5:00 p.m., New York City time, on 
Thursday, September 4, 1997, unless further extended. 

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. 

   (d)(9) Press Release, dated August 21, 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. 

                                          THE MARQUEE GROUP, INC., 
                                          a Delaware corporation 
                                          By: /s/ Jan E. Chason 
                                              ------------------------------- 
                                              Jan E. Chason 
                                              Chief Financial Officer and 
                                              Treasurer 

August 20, 1997 

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                                EXHIBIT INDEX 

<TABLE>
<CAPTION>
 EXHIBIT NO.                    DESCRIPTION 
- --------------- ----------------------------------------- --------------- 
<S>             <C>
(D)(9)          Press Release, Dated August 21, 1997. 
</TABLE>

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FOR IMMEDIATE RELEASE 

<TABLE>
<CAPTION>
<S>                                <C>
 FROM:                             CONTACT: 
The Marquee Group, Inc.            Timothy J. Klaus 
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 
</TABLE>

                      THE MARQUEE GROUP, INC. ANNOUNCES 
                      EXTENSION OF ITS OFFER TO PURCHASE 

NEW YORK, August 21, 1997 -- The Marquee Group, Inc. (NASDAQ SmallCap: MRQE) 
today announced that it is extending its recent tender offer to purchase all 
of its outstanding warrants for $2.25 per warrant in cash until 5:00 p.m., 
New York City time, Thursday, September 4, 1997, unless further extended. The 
original Offer to Purchase all of Marquee's outstanding warrants was to 
expire at 5:00 p.m., August 21, 1997. All other terms and conditions to the 
Offer remain unchanged. 

   According to Continental Stock Transfer & Trust Company, the Depositary 
for Marquee's tender offer, as of 5:00 p.m., Wednesday, August 20, 1997, 
approximately 263,000 warrants were tendered in the Offer. 

   Additional information may be obtained from Marquee's information agent, 
Georgeson & Company Inc. at 1-800-223-2064. 



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