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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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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
MANAGER
SRB-MWI, L.L.C.
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
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CALCULATION OF FILING FEE
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<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$53,157,190 $10,631.44
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* 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
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Form or Registration No.: 14D-1
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Filing Party: MWI Acquisition Co.
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Date Filed: May 19, 1999
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This Amendment No. 3 (this "Amendment") further amends and supplements, and
constitutes the final amendment to, 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, and Amendment
No. 2 thereto, dated June 17, 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.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Items 6(a) and (b) of the Schedule 14D-1 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 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 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 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 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.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(12) Press Release issued by Purchaser on June 18, 1999.
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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 Amendment is true, complete and correct.
SRB-MWI, L.L.C.
By: /s/ Samuel R. Blount
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Name: Samuel R. Blount
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Title: Manager
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MWI ACQUISITION CO.
By: /s/ Samuel R. Blount
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Name: Samuel R. Blount
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Title: Chairman and Chief Executive
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Officer
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Samuel R. Blount
/s/ Samuel R. Blount
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Date: July 1, 1999
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FOR IMMEDIATE RELEASE
MWI ACQUISITION CO. COMPLETES TENDER OFFER
FOR ALL OUTSTANDING SHARES OF MEADOWCRAFT
Birmingham, Alabama (June 18, 1999) -- MWI Acquisition Co. announced
today that it has completed its tender offer for all of the outstanding shares
of common stock of Meadowcraft, Inc. (NYSE: MWI) not already directly or
indirectly owned by Samuel R. Blount, Meadowcraft's Chairman and controlling
stockholder, or members of his family, for $10.00 per share, net to the seller
in cash. The tender offer expired at 12:00 midnight, New York City time, on
Thursday, June 17, 1999, and MWI Acquisition Co. will accept for payment and
promptly pay for all shares properly tendered and not withdrawn pursuant to the
offer.
Based on a preliminary count by the depositary for the offer,
approximately 4.9 million shares were tendered in the offer (including
approximately 82,000 shares tendered by notice of guaranteed delivery). The
shares tendered, together with the approximately 14.4 million shares already
owned by SRB-MWI, L.L.C. and Mr. Blount, represent approximately 97.8% of the
outstanding shares of Meadowcraft common stock.
MWI Acquisition Co. is a wholly-owned subsidiary of SRB-MWI, L.L.C.,
a Nevada limited liability company of which Mr. Blount is a member and the sole
manager. The tender offer was conducted pursuant to the terms of the previously
announced merger agreement among MWI Acquisition Co., SRB-MWI, L.L.C., and
Meadowcraft.
SRB-MWI, L.L.C. anticipates that it will shortly effect a second-step
merger pursuant to the terms of the merger agreement whereby MWI Acquisition Co.
will be merged with and into Meadowcraft, with Meadowcraft as the surviving
company, and any shares not purchased in the offer (other than shares as to
which appraisal rights have been perfected and shares currently owned by MWI
Acquisition Co. and its affiliates) will be acquired for the same price in cash.
Meadowcraft is a leading domestic producer of casual outdoor
furniture and is the largest manufacturer of wrought iron furniture in the
United States. The company designs, manufactures, and distributes a variety of
consumer products, including outdoor and indoor furniture and accessories,
outdoor cushions and umbrellas, and garden products.
[Contact: John W. Cornwell, Executive Vice President, D.F. King & Co., Inc.,
Telephone: (212) 493-6952]
