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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) October 1, 1998
McM Corporation
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(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
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(Address of principal executive office including Zip Code)
(919) 833-1600
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(Registrant's telephone number, including area code)
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Item 1. Change in Control of Registrant.
On October 1, 1998, IAT Reinsurance Syndicate Ltd. ("IAT") completed
its previously announced tender offer (the "Offer") for up to 35 percent of the
outstanding shares of common stock of McM Corporation ("McM") at a price of
$3.65 per share pursuant to the provisions of the Offer and Rights Agreement
between IAT and McM dated July 16, 1998, and the Tender Agreement between IAT
and the individual directors of McM dated July 16, 1998.
1,279,692 shares of common stock (or 27.2 percent of the voting
securities) of McM were purchased by IAT in the Offer. Pursuant to a separate
agreement by and between IAT and the McMillen Trust, then owner of 65.6 percent
of McM's outstanding shares (the "Trust") dated July 16, 1998 (the "Trust
Purchase Agreement"), IAT obtained an additional 658,900 shares of McM from the
Trust for $3.65 per share, or $2,404,985. The aggregate amount paid for the
1,938,592 shares (or 41.2 percent of the voting securities) of McM purchased by
IAT pursuant to the Offer and the Trust Purchase Agreement (together, the
"Acquisition") was approximately $7,075,860, which funds were internally
available to IAT.
On October 1, 1998, as contemplated by the Offer and Rights Agreement
and the Tender Agreement, five of the eight directors of McM resigned, and five
previously disclosed IAT designees were named to fill the vacancies created by
the resignations.
On October 1, 1998, the percentage of shares beneficially owned by
all of the directors and officers of McM did not exceed fifty percent of the
outstanding shares of common stock.
Additional information regarding the Offer, including a description
thereof and of any arrangements or understandings with respect to the election
of directors and other matters, is included in McM's Solicitation/Recommendation
Statement on Schedule 14D-9 which was filed with the Securities and Exchange
Commission on July 23, 1998, and provided to McM's shareholders. The Schedule
14D-9 is hereby incorporated herein by reference.
To the knowledge of McM, the only arrangement or pledge of McM's
securities that may, at a subsequent date, result in a change of control of McM
is the agreement between IAT and the Trust set forth in the Trust Purchase
Agreement.
Item 7. Exhibits
99.1 Press Release dated October 1, 1998
99.2 Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission on July 23, 1998,
and incorporated herein by reference. (The Offer and Rights
Agreement, the Trust Purchase Agreement and the Tender
Agreement were filed as Exhibits 9, 10 and 11, respectively,
to the Schedule 14D-9.)
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SIGNATURE
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
(Registrant)
By: /s/ Stephen L. Stephano
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Stephen L. Stephano
President
Chief Operating Officer
October 15, 1998
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EXHIBIT 99.1
RALEIGH, NORTH CAROLINA, OCTOBER 1, 1998 - FOR IMMEDIATE RELEASE
IAT CLOSES TENDER OFFER FOR McM SHARES
McM Corporation, a Raleigh based insurance holding company ("McM"),
announced today that IAT Reinsurance Syndicate Ltd., a Bermuda based insurance
and investment company ("IAT"), accepted for payment all shares tendered
pursuant to IAT's previously announced tender offer for up to 35% of the
Company's common shares. IAT is acquiring 27.2% of the Company's shares pursuant
to the tender offer and 14% of the Company's shares from the McMillen Trust
pursuant to an agreement between IAT and the Trust, for a total stake in the
Company of 41.2%.
Messrs. R. Peyton Woodson III, Laurence F. Lee, Jr., Laurence
F. Lee III, Claude G. Sanchez, Jr. and Jesse Greenfield resigned
today as directors of the Company. The remaining directors George
E. King, Stephen L. Stephano and Michael A. DiGregorio appointed
Peter R. Kellogg, Edward A. Kerbs, Marguerite R. Gorman, John D.
Amaral and Richard D. Spurling to fill the board vacancies created
by the resignations.
Wachovia Bank, N.A., acting as transfer agent for the Company and
Depositary for the tender offer, will promptly forward payment to shareholders
for all shares tendered.
PaineWebber Incorporated has acted as financial advisor to McM in
connection with the transaction.
Company Contact:
George E. King
McM Corporation
919-833-1600
