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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4/FINAL)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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McM CORPORATION
(Name of Subject Company)
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IAT REINSURANCE SYNDICATE LTD.
AND
PETER R. KELLOGG
(Bidder)
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COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
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552674103
(CUSIP Number of Class of Securities)
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MARGUERITE R. GORMAN
SECRETARY
IAT REINSURANCE SYNDICATE LTD.
C/O SPEAR, LEEDS & KELLOGG
120 BROADWAY
NEW YORK, NEW YORK 10271
TELEPHONE: (212) 433-7072
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
COPY TO:
ROBIN L. HINSON, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
1900 INDEPENDENCE CENTER
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE: (704) 377-2536
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CUSIP No. 552674103 SCHEDULE 14D-1 and SCHEDULE 13D
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
IAT REINSURANCE SYNDICATE LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,937,038
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
41.2%
10 TYPE OF REPORTING PERSON
IC, CO
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CUSIP No. 552674103 SCHEDULE 14D-1 and SCHEDULE 13D
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
PETER R. KELLOGG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,937,038
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
41.2%
10 TYPE OF REPORTING PERSON
IN
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This Amendment No. 4/Final (this "Amendment No. 4") is to the Tender Offer
Statement on Schedule 14D-1, as amended (the "Statement"), that relates to the
offer by IAT Reinsurance Syndicate Ltd., a Bermuda corporation ("Purchaser"), to
purchase up to 35% of the outstanding shares (the "Shares") of Common Stock, par
value $1.00 per Share (the "Common Stock"), of McM Corporation, a North Carolina
corporation (the "Company"), at a price of $3.65 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated July 23, 1998 (the "Offer to
Purchase") and in the related Letter of Transmittal (which, as amended from time
to time, together constitute the "Offer"), copies of which are attached to the
Statement as Exhibits (a)(1) and (a)(2), respectively.
This Amendment No. 4 also constitutes Amendment No. 4 to the Statement on
Schedule 13D with respect to the acquisition by Purchaser and Peter R. Kellogg,
the holder of 100% of the voting securities of Purchaser (the "Shareholder"), of
beneficial ownership of all Shares to be purchased pursuant to this Statement
and all Shares purchased pursuant to the Trust Purchase Agreement (as defined
herein) described in Item 7 of this Statement. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1.
Capitalized terms used in this Amendment No. 4 but not defined herein have
the meanings assigned to such terms in the Offer to Purchase and the Statement.
5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 is hereby amended and supplemented by adding to the end thereof the
following:
On October 1, 1998, pursuant to the Offer and Rights Agreement and the
Tender Agreement, Messrs. Jesse Greenfield, Laurence F. Lee, Jr., Laurence
F. Lee III, Claude G. Sanchez, Jr. and R. Peyton Woodson III resigned as
directors of the Company and the remaining members of the Company's Board
of Directors, Messrs. Michael A. DiGregorio, George E. King and Stephen L.
Stephano elected John D. Amaral, Marguerite R. Gorman, Peter R. Kellogg,
Richard D. Spurling and Edward A. Kerbs as directors.
6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding to the end thereof the
following:
At 5:00 p.m., New York City time, on Wednesday, September 30, 1998,
the Offer expired. Based on the Depositary's report, 1,436,100 Shares
(including Option Shares) were tendered pursuant to the Offer, of which 500
were tendered pursuant to notices of guaranteed delivery. On September 30,
1998, effective as of 5:01 p.m., New York City time, Purchaser waived the
Minimum Condition (as permitted by the terms of the Offer to Purchase), and
all Shares validly tendered and not withdrawn prior to the expiration of
the Offer were accepted for payment. In addition, pursuant to the Trust
Purchase Agreement, on October 1, 1998, IAT purchased 658,900 Shares from
the Trust for $2,404,985 and deposited an additional $8,864,390 with the
Trust. Following the closing of the tender offer and the purchase from the
Trust, IAT will own approximately 41.2% of the outstanding common stock of
McM. A copy of a press release of Purchaser announcing the expiration of
the Offer and the acceptance of validly tendered Shares is attached hereto
as Exhibit (a)(14) and is incorporated by reference in its entirety.
11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following, which is attached hereto
as an exhibit:
(a)(14) Text of Press Release dated October 1, 1998.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
IAT REINSURANCE SYNDICATE LTD.
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By: /s/ Peter R. Kellogg
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Name: Peter R. Kellogg
Title: President
By: /s/ Marguerite R. Gorman
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Name: Marguerite R. Gorman
Title: Secretary
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October 1, 1998
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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/s/ Peter R. Kellogg
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Peter R. Kellogg
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October 1, 1998
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NEWS RELEASE
(MACKENZIE PARTNERS, INC.
logo)
156 Fifth Avenue
New York, NY 10010
800 322-2885
FAX 212 929-0308
FOR IMMEDIATE RELEASE
Contact:
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Stan Kay
MacKenzie Partners, Inc.
800-322-2885
IAT COMPLETES TENDER OFFER
FOR STOCK OF MCM CORPORATION
New York, New York, October 1, 1998. IAT Reinsurance Syndicate Ltd.
announced today the completion of its $3.65 per share cash tender offer for up
to 35% of the issued and outstanding shares of McM Corporation (NASDAQ
OTC:MCMC). The offer expired at 5:00 p.m., New York City time, on September 30,
1998.
Based on a preliminary count, 1,436,100 shares (including option shares)
were tendered and accepted for payment, including 500 shares submitted by notice
of guaranteed delivery. IAT has agreed, following the closing of the tender
offer, to purchase an additional 658,900 shares of McM common stock from the
McMillen Trust. Following the closing of the tender offer and the purchase from
the McMillen Trust, IAT will own approximately 41.2% of the outstanding common
stock of McM.
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