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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. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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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
0(1)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%(1)
10 TYPE OF REPORTING PERSON
IC, CO
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(1) IAT Reinsurance Syndicate Ltd. is party to (i) a Trust Purchase Agreement
(as defined herein) pursuant to which it has agreed, among other things and
conditioned upon the consummation of the Offer (as defined herein) to
purchase 658,900 shares of Common Stock, (as hereinafter defined) of McM
Corporation from the McMillen Trust for $3.65 per share, and (ii) a Tender
Agreement (as defined herein) with each director of McM Corporation,
pursuant to which such directors have agreed to (A) tender, or cause to be
tendered, approximately 481,932 shares of Common Stock in the Offer, and (B)
to cancel approximately 157,962 options to purchase shares of Common Stock
held by such directors in return for a per share cash payment equal to the
positive difference, if any, between $3.65 and the exercise price for such
share. IAT Reinsurance Syndicate Ltd. disclaims beneficial ownership of such
shares.
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CUSIP No. 552674103 SCHEDULE 14D-1 and SCHEDULE 13D
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<C> <S> <C> <C> <C> <C>
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
0(1)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%(1)
10 TYPE OF REPORTING PERSON
IN
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(1) IAT Reinsurance Syndicate Ltd. is party to (i) a Trust Purchase Agreement
pursuant to which it has agreed, among other things and conditioned upon the
consummation of the Offer to purchase 658,900 shares of Common Stock of McM
Corporation from the McMillen Trust for $3.65 per share, and (ii) a Tender
Agreement with each director of McM Corporation, pursuant to which such
directors have agreed to (A) tender, or cause to be tendered, approximately
481,932 shares of Common Stock in the Offer, and (B) to cancel approximately
157,962 options to purchase shares of Common Stock held by such directors in
return for a per share cash payment equal to the positive difference, if
any, between $3.65 and the exercise price for such share. Peter R. Kellogg,
holder of 100% of the voting securities of IAT Reinsurance Syndicate Ltd.,
disclaims beneficial ownership of such shares.
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This Amendment No. 1 (this "Amendment No. 1") 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 Statement also constitutes a 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 to be
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. 1 but not defined herein have
the meanings assigned to such terms in the Offer to Purchase and the Statement.
2. IDENTITY AND BACKGROUND
(a)-(d) and (g) This Statement is filed by Purchaser and the Shareholder.
The information concerning the name, state or other place of organization,
principal business and address of the principal office of Purchaser and the
information concerning the name, residence or business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment or occupation
is conducted, material occupations, positions, offices or employments during the
last five years and citizenship of the Shareholder and each of the executive
officers and directors of Purchaser are set forth in the Introduction, Section 8
("Certain Information Concerning Purchaser") and Schedule I of the Offer to
Purchase and are incorporated herein by reference.
(e) and (f) During the last five years, neither Purchaser, the Shareholder,
nor, to the best knowledge of Purchaser and Shareholder, any of the persons
listed in Schedule I of the Offer to Purchase has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by adding to the end thereof the
following:
The boldface paragraph appearing in Section 7 of the Offer to Purchase (the
second full paragraph on page 12) is hereby amended and restated in its entirety
to read as follows:
PROJECTED INFORMATION OF THIS TYPE IS BASED ON ESTIMATES AND ASSUMPTIONS
THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE
UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY
OF WHICH ARE BEYOND THE COMPANY'S CONTROL. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THESE PROJECTIONS. THESE PROJECTIONS REFLECT NUMEROUS
ASSUMPTIONS, ALL MADE BY MANAGEMENT OF THE COMPANY OR DICTATED BY INSURANCE
REGULATORY REQUIREMENTS, WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS,
ECONOMIC, MARKET AND FINANCIAL CONDITIONS AND OTHER MATTERS INCLUDING ASSUMED
INTEREST EXPENSE AND EFFECTIVE TAX RATES CONSISTENT WITH HISTOR-
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ICAL LEVELS FOR THE COMPANY, ALL OF WHICH ARE DIFFICULT TO PREDICT, MANY OF
WHICH ARE BEYOND THE COMPANY'S CONTROL AND NONE OF WHICH WERE SUBJECT TO
APPROVAL BY PURCHASER. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE PROJECTED
RESULTS WILL BE REALIZED OR THAT ACTUAL RESULTS WILL NOT BE SIGNIFICANTLY HIGHER
OR LOWER THAN THOSE SET FORTH ABOVE. IN ADDITION, THESE PROJECTIONS WERE NOT
PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED
GUIDELINES OF THE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN
INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND FORECASTS
AND ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE SUCH INFORMATION WAS
MADE AVAILABLE TO PURCHASER BY THE COMPANY. NONE OF PURCHASER, ITS SHAREHOLDERS
OR THEIR FINANCIAL ADVISORS ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR
VALIDITY OF THE FOREGOING PROJECTIONS. NONE OF PURCHASER, ITS SHAREHOLDERS, THE
COMPANY AND ANY OF THEIR FINANCIAL ADVISORS HAS MADE, OR MAKES, ANY
REPRESENTATION TO ANY PERSON REGARDING THE INFORMATION CONTAINED IN THESE
PROJECTIONS AND NONE OF THEM INTENDS TO UPDATE OR OTHERWISE REVISE THESE
PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO
REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF THE
ASSUMPTIONS UNDERLYING THESE PROJECTIONS ARE SHOWN TO BE IN ERROR.
The fourth paragraph appearing in Section 11 of the Offer to Purchase (the
fourth full paragraph on page 26) is hereby amended and restated in its entirety
to read as follows:
The Purchaser believes, under its interpretation of the Code, that the
consummation of the Offer and the Related Transactions will permit the ongoing
existence and use of the NOLs as described above in that the Offer and the
Related Transactions do not constitute an ownership change under Section 382 of
the Code. There can be no assurance, however, that if challenged, Purchaser's
interpretation would be sustained by the Internal Revenue Service or any court.
The Purchaser has not received any legal opinion with respect to the tax
consequences of the Offer or the Related Transactions on the Purchaser, the
Company or any shareholder of the Company. If the Company were unable to
successfully defend such interpretation, the Company would be denied the
potential benefit of significant amounts of its NOLs. The loss of such NOLs,
however, would be detrimental to the Company only to the extent it is able to
generate taxable income in excess of the NOLs that are otherwise available.
Although Purchaser can give no assurance as to whether or when it might acquire
additional Shares of the Company, Purchaser anticipates that its analysis of
whether and when to do so may depend upon its assessment of the value of
available NOLs in relation to the financial performance, including the future
generation of taxable income, if any, of the Company.
The initial clause contained in first sentence of Section 14 of the Offer
to Purchase (page 29) is hereby amended and restated in its entirety to read as
follows:
14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision
of the Offer, Purchaser shall not be required to accept for payment or pay for
any Shares tendered pursuant to the Offer, and may terminate or amend the Offer
and may postpone the acceptance for payment of and payment for Shares tendered,
if prior to the Expiration Date (i) the Minimum Condition shall not have been
satisfied, (ii) approval of the transactions contemplated by the Trust Purchase
Agreement by the Delaware Chancery Court shall not have been obtained, (iii)
approval of the Offer and the Related Transactions by the Commissioners of
Insurance in the States of North Carolina and California shall not have been
obtained, (iv) any applicable waiting period under the HSR Act shall not have
expired or been terminated prior to the expiration of the Offer or (v) at any
time on or after the date of the Offer and Rights Agreement, and prior to the
Expiration Date, any of the following conditions shall exist:
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11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following, which is attached hereto
as an exhibit:
(a)(11) Text of Press Release dated August 21, 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.
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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August 21, 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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August 21, 1998
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NEWS RELEASE MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
212 929-5900
FAX 212 929-0308
For Immediate Release
Contact:
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Bob Marese
MacKenzie Partners, Inc.
212-929-5405
IAT EXTENDS OFFER FOR MCM
New York, New York, August 21, 1998. IAT Reinsurance Syndicate Ltd.
announced today that it has extended the expiration 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) to 5:00 p.m., New York City time, on September 9,
1998.
IAT said that it has obtained the required approval of the Court of
Chancery of the State of Delaware, but is still awaiting required regulatory
approvals from the Commissioners of Insurance in the States of North Carolina
and California.
As of the close of business on August 21, 1998, approximately 1,121,151
shares of common stock of McM had been tendered and not withdrawn.
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