MCM CORP
8-K, 1997-10-03
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) September 26, 1997


                                 McM Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      North Carolina                  0-8678                  56-1171691
- --------------------------------------------------------------------------------
     (State or other               (Commission               (IRS Employer
     jurisdiction of               File Number)            Identification No.)
     incorporation)


                          Box 12317, 702 Oberlin Road
                         Raleigh, North Carolina 27605
- --------------------------------------------------------------------------------
           (Address of principal executive office including Zip Code)


                                 (919) 833-1600
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)





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Item 5.   Other Events.

         The press release dated September 26, 1997, is incorporated by
reference. It is attached to this report as Exhibit 99.

Item 7.   Exhibits.

         Exhibit 99 - Press release dated September 26, 1997.


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            McM Corporation


                                            By   /s/ Stephen L. Stephano
                                                 --------------------------
                                                 Stephen L. Stephano
                                                 President
                                                 Chief Operating Officer


Date: October 3, 1997






<PAGE>   1

                                                                      EXHIBIT 99



                          [McM CORPORATION LETTERHEAD]




      RALEIGH, NORTH CAROLINA, SEPTEMBER 26, 1997 -- FOR IMMEDIATE RELEASE

                           McM Derivative Action Filed


         McM Corporation, a Raleigh-based insurance holding company, today
announced that a shareholders' derivative action has been brought against the
company, each of its directors, the McMillen Trust, and Wilmington Trust Company
as Trustee of the McMillen Trust. Also named as a defendant is McM Acquisition
Corporation ("MAC"), an entity formed by Raleigh private investor and real
estate developer, M. Roland Britt, in his efforts to acquire the McMillen
Trust's shares of McM Corporation.

         The suit has been filed in the Guilford County Superior Court by David
J. Robinson, Jr. and Jesse Greenfield, two shareholders of McM, on behalf of McM
shareholders except for the McMillen Trust, owner of 66% of McM's shares. Among
other allegations, the suit complains that the Trust, because it owns
approximately two thirds of the shares of the corporation, has effectively
exercised control of the corporation. It challenges the composition of the McM
Board of Directors and the actions of the Board as being controlled by the
majority shareholder. The complaint asks that the Court void the action of the
Trustee in connection with the McMillen Trust's grant of an option to sell its
shares at $6.20 per share to MAC. The suit also complains that the corporation
has allowed MAC an exclusive due diligence period which expires by its terms
September 29, 1997.

         The company rejects the claims of the plaintiffs as being invalid and
not in the best interests of the corporation and all of its shareholders.


FOR MORE INFORMATION, CONTACT:

Mr. George E. King, Chairman and CEO
McM Corporation
(919) 833-1600



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