<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
Rule 13E-3 Transaction Statement
Pursuant to Section 13(e) of the Securities Exchange Act of 1934
--------------------------------------------
MEADOWCRAFT, INC.
(Name of Subject Company)
MEADOWCRAFT, INC.
MWI ACQUISITION CO.
SRB-MWI, L.L.C.
SAMUEL R. BLOUNT
(Names of Persons Filing Statement)
COMMON STOCK, 58320410
PAR VALUE $.01 PER SHARE (CUSIP Number of Class of Securities)
(Title of Class of Securities)
TIMOTHY M. LEROY SAMUEL R. BLOUNT
PRESIDENT AND CHIEF OPERATING OFFICER MANAGER
MEADOWCRAFT, INC. SRB-MWI, L.L.C.
4700 PINSON VALLEY PARKWAY 4700 PINSON VALLEY PARKWAY
BIRMINGHAM, ALABAMA 35215 BIRMINGHAM, ALABAMA 35215
TELEPHONE: (205) 853-2220 TELEPHONE: (205) 853-2220
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Persons Filing Statement)
<TABLE>
<S> <C> <C>
Copies to:
W. CLARK GOODWIN, ESQ. ANNE C. FOSTER PAUL S. BIRD, ESQ.
RITCHIE & REDIKER, L.L.C. RICHARDS, LAYTON & FINGER DEBEVOISE & PLIMPTON
312 NORTH 23RD STREET ONE RODNEY SQUARE 875 THIRD AVENUE
BIRMINGHAM, ALABAMA 35203 P.O. BOX 551 NEW YORK, NEW YORK 10022
TELEPHONE: (205) 251-1288 WILMINGTON, DELAWARE 19899 TELEPHONE: (212) 909-6000
TELEPHONE: (302) 658-6541
</TABLE>
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: [_]
--------------------------------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$53,157,190 $10,631.44
- ------------------
* Calculated by multiplying $10.00, the per share tender offer price, by
5,315,719, the number of 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 Filing Party: MWI Acquisition Co.
Form or Registration No.: Schedule 14D-1 Date Filed: May 19, 1999
<PAGE> 2
INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and supplements, and
constitutes the final amendment to, the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") originally filed on May 19, 1999 by (i)
SRB-MWI, L.L.C., a Nevada limited liability company ("Parent"), (ii) MWI
Acquisition Co., a Delaware corporation ("Purchaser"), and a wholly-owned
subsidiary of Parent, (iii) Meadowcraft, Inc., a Delaware corporation (the
"Company"), and (iv) Samuel R. Blount, as amended by Amendment No. 1 thereto,
dated June 17, 1999, relating to the tender offer by Purchaser for all of the
issued and outstanding shares (the "Shares") of common stock, par value $.01 per
share, of the Company upon the terms and subject to the conditions set forth in
the Offer to Purchase dated May 19, 1999 (the "Offer to Purchase") and the
related Letter of Transmittal (which together constitute the "Offer").
All capitalized terms used in this Amendment without definition have
the meanings attributed to them in the Schedule 13E-3.
2
<PAGE> 3
ITEM 4. TERMS OF THE TRANSACTIONS
Item 4(a) of the Schedule 13E-3 is hereby amended and supplemented by
adding the following:
On June 30, 1999 the merger of Purchaser with and into Meadowcraft,
pursuant to the short-form merger provisions of the Delaware General
Corporation Law, was completed and Meadowcraft thereby became a
wholly-owned subsidiary of Purchaser. In the merger, Shares not owned
by Purchaser or its affiliates were converted into the right to
receive $10.00 per Share in cash, subject to appraisal rights.
ITEM 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Items 10(a) and (b) of the Schedule 13E-3 is hereby amended and
supplemented by adding the following:
At 12:00 midnight, New York City time on Thursday, June 17, 1998, the
Offer expired. A total of 5,023,849 Shares (or approximately 94.5% of
the issued and outstanding Shares not already owned by Purchaser and
its affiliates) were purchased pursuant to the Offer. The Purchaser
has accepted for payment and paid for all such Shares at the Offer
Price of $10.00 per Share, in cash, net to the tendering stockholder.
A copy of the press release issued by Purchaser on June 18, 1999,
announcing the expiration of the Offer and the preliminary results
thereof, is attached hereto as Exhibit (a)(12) and is incorporated
herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Item 17 of the Schedule 14D-1 is hereby amended and supplemented by adding
the following exhibit:
(a)(12) Press release issued by Purchaser on June 18, 1999.*
- -------------------------
* Incorporated by reference to Amendment No. 3 to the Statement on Schedule
14D-1 filed by Purchaser, Parent and Mr. Blount on July 1, 1999.
3
<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
--------------------------------------------
MEADOWCRAFT, INC.
By: /s/ Steven C. Braswell
----------------------------------------
Name: Steven C. Braswell
Title Vice President--Finance
and Chief Financial Officer
July 1, 1999
4
