<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
--------------------------------------------
MEADOWCRAFT, INC.
(Name of Subject Company)
SRB-MWI, L.L.C.
MWI ACQUISITION CO.
SAMUEL R. BLOUNT
(Bidders)
<TABLE>
<S> <C>
COMMON STOCK, 58320410
PAR VALUE $.01 PER SHARE (CUSIP Number of Class of Securities)
(Title of Class of Securities)
</TABLE>
SAMUEL R. BLOUNT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MWI ACQUISITION CO.
4700 PINSON VALLEY PARKWAY
BIRMINGHAM, ALABAMA 35215
TELEPHONE: (205) 853-2220
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
Copy to:
PAUL S. BIRD, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 909-6000
--------------------------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$53,157,190 $10,631.44
</TABLE>
- ------------------
* Calculated by multiplying $10.00, the per share tender offer price, by
5,315,719 shares of Common Stock sought in the Offer.
** 1/50 of 1% of Transaction Valuation.
[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: 10,631.44
-----------------
Form or Registration No.: 14D-1
-----------------
Filing Party: MWI Acquisition Co.
---------------------------
Date Filed: May 19, 1999
-----------------------------
================================================================================
<PAGE> 2
This Amendment No. 2 (this "Amendment") further amends and supplements the
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed
on May 19, 1999 by SRB-MWI, L.L.C., a Nevada limited liability company
("Parent"), MWI Acquisition Co., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Parent, and Samuel R. Blount, as amended by Amendment
No. 1 thereto, dated May 28, 1999 relating to the offer by Purchaser to purchase
all of the outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Meadowcraft, Inc., a Delaware corporation ("Meadowcraft"), at a
purchase price of $10.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 19, 1999 (the "Offer to Purchase"), and in the related Letter
of Transmittal.
All capitalized terms used in this Amendment without definition have
the meanings attributed to them in the Schedule 14D-1.
<PAGE> 3
ITEM 10. ADDITIONAL INFORMATION
(a) Item 10(e) of the Schedule 14D-1 is hereby amended by adding the
following:
On or about June 7, 1999, the plaintiff in the Delaware Action
withdrew her motion for a preliminary injunction to prevent the
consummation of the Offer. Plaintiff has indicated an intention to
seek damages in the Delaware Action.
(b) Item 10(f) of the Schedule 14D-1 is hereby amended by amending and
restating in its entirety the eleventh paragraph under the heading
"Introduction" in the Offer to Purchase as follows:
The information contained in this Offer to Purchase concerning
the Company was supplied by the Company. The information contained in
this Offer to Purchase concerning the Offer, the Merger, Parent and
Purchaser was supplied by Purchaser, and the Company takes no
responsibility for such information except to the extent such
information relates to the Company.
(c) Item 10(f) of the Schedule 14D-1 is hereby amended by amending and
restating in its entirety the first paragraph under the heading "The Tender
Offer--Acceptance for Payment and Payment for Shares" in the Offer to Purchase
as follows:
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), Purchaser will accept
for payment, and will pay for, all Shares validly tendered prior to
the Expiration Date and not properly withdrawn, promptly after the
Expiration Date.
(d) Item 10(f) of the Schedule 14D-1 is hereby amended by amending and
restating in its entirety the last paragraph under the heading "The Tender
Offer--Certain Information Concerning the Company--Certain Projections" in the
Offer to Purchase as follows:
The Projections were prepared solely for internal use and not
with a view to public disclosure or compliance with the published
guidelines of the Commission or the American Institute of Certified
Public Accountants regarding Projections and were not prepared with
the assistance of, or reviewed by, independent accountants. Such
Projections are included by Purchaser in this Offer to Purchase solely
because such information was furnished to Parent and Purchaser by the
Company. None of Parent, Purchaser, the Company, Wachovia Securities
or any other person provides any assurances as to the accuracy of the
projected outcomes or the completeness of the Projections, and the
inclusion of such projected information in this Offer to Purchase
should not be regarded as an indication that any of such persons
consider such projected outcomes to be accurate or reliable. The
Projections were not prepared in accordance with generally accepted
accounting principles and were not audited or reviewed by any
independent accounting firm, nor did any such firm perform any other
services with respect thereto. While presented with numerical
specificity, the Projections are based on a variety of assumptions
relating to the business of the Company, industry performance, general
business and economic conditions and other matters that are inherently
subject to significant uncertainties and contingencies, many of which
are beyond the Company's control. These assumptions involve judgments
with respect to, among other things, future economic and competitive
conditions, inflation rates and future business conditions. Therefore,
such Projections are inherently imprecise and there can be no
assurance that they will prove to be reliable. Also, actual future
results may vary materially from those shown in the Projections. None
of Parent, Purchaser, the Company or Wachovia Securities is under any
obligation to or has any intention to update the Projections at any
future time.
(e) Item 10(f) of the Schedule 14D-1 is hereby amended by amending and
restating in its entirety the first paragraph under the heading "The Tender
Offer--Certain Conditions of the Offer" in the Offer to Purchase as follows:
Notwithstanding any other provision of the Offer, the Purchaser
shall not be required to accept for payment or, subject to any
applicable rules and regulations of the Commission, including Rule
14(e)-1(c) under the Exchange Act (relating to Purchaser's obligation
to pay for or return tendered shares after the termination or
withdrawal of the Offer), to pay for any Shares tendered pursuant to
the Offer, and (subject to the terms of the Merger Agreement) may
amend or terminate the Offer or postpone the acceptance for payment,
the purchase of, and/or payment for Shares if at any time on or after
the date of the Merger Agreement and at or before the Expiration Date
any of the following conditions exists:
2
<PAGE> 4
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.
SRB-MWI, L.L.C.
By: /s/ Samuel R. Blount
---------------------------------
Name: Samuel R. Blount
-------------------------------
Title: Manager
------------------------------
MWI ACQUISITION CO.
By: /s/ Samuel R. Blount
---------------------------------
Name: Samuel R. Blount
-------------------------------
Title: Chairman and Chief Executive
------------------------------
Officer
------------------------------
Samuel R. Blount
/s/ Samuel R. Blount
------------------------------------
Date: June 17, 1999
