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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-3
Rule 13E-3 Transaction Statement
Pursuant to Section 13(e) of the Securities Exchange Act of 1934
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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 CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MEADOWCRAFT, INC. MWI ACQUISITION CO.
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)
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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
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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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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$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, 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.
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Amount Previously Paid: $10,631.44 Filing Party: MWI Acquisition Co.
Form or Registration No.: Schedule 14D-1 Date Filed: May 19, 1999
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INTRODUCTION
This Amendment No. 1 (this "Amendment") amends and supplements 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, 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.
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Item 16. Additional information.
(a) Item 16 of the Schedule 13E-3 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.
(b) Item 16 of the Schedule 13E-3 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.
(c) Item 16 of the Schedule 13E-3 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.
(d) Item 16 of the Schedule 13E-3 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:
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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
Title Manager
MWI ACQUISITION CO.
By: /s/ Samuel R. Blount
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Name: Samuel R. Blount
Title Chairman and Chief Executive
Officer
SAMUEL R. BLOUNT
/s/ Samuel R. Blount
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MEADOWCRAFT, INC.
By: /s/ Steven C. Braswell
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Name: Steven C. Braswell
Title Vice President--Finance
and Chief Financial Officer
June 17, 1999
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