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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
MCM Capital Group, Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
55269B10
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(CUSIP Number)
John M. Allen, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 9, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
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CUSIP No. 55269B10 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Consolidated Press International Holdings Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
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7 SOLE VOTING POWER
NUMBER OF None
BENEFICIALLY -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BEBEFICIALLY
OWNED BY 2,049,396
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
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10 SHARED DISPOSITIVE POWER
2,049,396
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,049,396
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
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14 TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. 55269B10 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.P. International Investments Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
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7 SOLE VOTING POWER
NUMBER OF None
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,049,396
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
None
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10 SHARED DISPOSITIVE POWER
2,049,396
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,049,396
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 9
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CUSIP No. 55269B10 13D
Statement on Schedule 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of MCM Capital
Group, Inc., a corporation organized under the laws of the State of Delaware
(the "Company"), which has its principal executive offices at 500 W. First
Street, Hutchinson, Kansas 67501-5222.
Item 2. Identity and Background.
(a) -(f) This Schedule 13D is being filed by Consolidated Press
International Holdings Limited ("CPIHL") and C.P. International Investments
Limited ("CPII" and, together with CPIHL, the "Reporting Persons"). CPIHL is a
company organized under the laws of the Commonwealth of the Bahamas, which has
its principal business office at 54-58 Park Street, Sydney, NSW 2001, Australia.
CPII is a company organized under the laws of the Commonwealth of the Bahamas,
which has its principal business office at 54-58 Park Street, Sydney, NSW 2001,
Australia. CPIHL and CPII are holding companies whose principal business is
investments.
CPII is owned through a series of subsidiaries by CPIHL. The Packer
family directly or indirectly beneficially owns CPIHL. The names, addresses, and
citizenship of the directors and executive officers of CPIHL and CPII are set
forth in Schedules 1 and 2, respectively, which are incorporated herein by
reference.
During the last five years, none of the Reporting Persons, nor, to the
best of their knowledge, any of their directors or executive officers named in
Schedules 1 and 2 hereto, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding is or has been subject to any civil judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to the Company's initial public offering on July 9, 1999, CPII
owned 1,729,396 shares of the Company's Common Stock, including 345,879 shares
owned by CPII as nominee of Peter Stewart Nigel Frazer.
On July 9, 1999, in connection with the Company's initial public
offering, CPII purchased an additional 320,000 shares of Common Stock in a
directed offering from the Company. The source of funds used to purchase the
additional 320,000 shares of Common Stock was the working capital of CPII.
Page 4 of 9
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CUSIP No. 55269B10 13D
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock reported
herein for investment purposes. The Reporting Persons will continuously evaluate
their ownership of the Common Stock and the Company's business and industry.
Depending on market conditions and other factors that the Reporting Persons may
deem material to their investment decision, each of the Reporting Persons may
acquire additional shares of Common Stock, or dispose of shares of Common Stock,
from time to time, in open market or privately negotiated transactions.
The Reporting Persons have no plans or proposals with respect to any
of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Fund.
(a) CPII is the direct beneficial owner and CPIHL is the indirect
beneficial owner of 2,049,396 shares of Common Stock, constituting
approximately 28.5% of the outstanding shares of Common Stock (computed on the
basis of 7,191,131 shares of Common Stock currently outstanding as reported in
the Company's Form 10Q, filed with the Securities and Exchange Commission).
(b) CPII and CPIHL each share voting and dispositive power with
respect to the 2,049,396 shares of Common Stock.
(c) On July 9, 1999 in connection with the Company's initial public
offering, CPII purchased 320,000 shares of Common Stock at $10.00 per share.
(d) The total number of securities reported herein as owned directly
and indirectly by CPII and CPIHL includes 345,879 shares (4.8% of the number of
shares currently outstanding) owned by CPII as nominee of Peter Stewart Nigel
Frazer. Mr. Frazer granted voting and investment power over his shares to CPII
to be exercised in the same manner and to the same proportionate extent as
applies to shares owned by CPII.
(e) Not applicable.
Except as set forth herein, to the best knowledge of CPII and CPIHL,
none of the persons named in Schedules 1 and 2 hereof beneficially owns any
shares of Common Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Fund.
None.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of the Reporting Persons,
dated February 18, 2000.
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CUSIP No. 55269B10 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to the
undersigned is true, complete and correct.
Date: February 18, 2000
Consolidated Press International Holdings Limited
By: /s/ John H. Cherry
------------------------
Name: John H. Cherry
Title: Director
C.P. International Investments Limited
By: /s/ David Barnett
-------------------------
Name: David Barnett
Title: Director
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CUSIP No. 55269B10 13D
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED
The names of the members of the board of directors and executive
officers of Consolidated Press International Holdings Limited, addresses and
citizenship are set forth below:
1. NAME 2. CITIZENSHIP 3. RESIDENCE OR BUSINESS
ADDRESS
Kerry F.B. Packer Australia 3rd Floor, 54 Park Street,
Sydney, Australia
John Cherry England 3rd Floor, 54 Park Street,
Sydney, Australia
Ian Fair England Windermere House, 404 East
Bay Street, PO Box SS-5539,
Nassau, Bahamas
Peter G. Beer Australia 2nd Floor, Merchants Court,
(Alternate to John Cherry) 24 Merchants Quay,
Dublin 8, Ireland
Andrew Leitch Canada 50th Floor, Hopewell Centre,
(Alternate to Ian Fair) 183 Queen's Road East,
Central, Hong Kong
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CUSIP No. 55269B10 13D
SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS
C.P. INTERNATIONAL INVESTMENTS LIMITED
The names of the members of the board of directors and executive
officers of C.P. International Investments Limited, addresses and citizenship
are set forth below:
1. NAME 2. CITIZENSHIP 3. RESIDENCE OR BUSINESS
ADDRESS
David John Barnett Australia 3rd Floor, 54 Park Street
Sydney, Australia
Graham Alan Cubbin Australia 3rd Floor, 54 Park Street
Sydney, Australia
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CUSIP No. 55269B10 13D
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned agree that the Statement on Schedule
13D and any amendments thereto to which this exhibit is attached is filed on
behalf of each of them.
Dated: February 18, 2000
Consolidated Press International Holdings Limited
By: /s/ John H. Cherry
------------------------------
Name: John H. Cherry
Title: Director
C.P. International Investments Limited
By: /s/ David Barnett
----------------------------
Name: David Barnett
Title: Director
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