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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. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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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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<C> <S> <C> <C> <C> <C>
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.
2
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CUSIP No. 552674103 SCHEDULE 14D-1 and SCHEDULE 13D
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</TABLE>
<TABLE>
<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. 2 (this "Amendment No. 2") 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. 2 but not defined herein have
the meanings assigned to such terms in the Offer to Purchase and the Statement.
11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following, which is attached hereto
as an exhibit:
(a)(12) Text of Press Release dated September 10, 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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September 10, 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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September 10, 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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Bob Marese
MacKenzie Partners, Inc.
800-322-2885
IAT EXTENDS OFFER FOR MCM
New York, New York, September 10, 1998. IAT Reinsurance Syndicate, Ltd.
announced today that it has extended the expiration date 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 30,
1998.
IAT said that it has obtained the required approvals of the Court of
Chancery of the State of Delaware and the North Carolina Commissioner of
Insurance, and is awaiting only the required regulatory approval from the
California Commissioner of Insurance. IAT reserves the right to further extend
the tender offer in accordance with the procedures set forth in the Offer to
Purchase.
The Board of Directors of McM Corporation has unanimously approved the
tender offer and has recommended that holders of McM shares tender their shares
into the tender offer.
As of the close of business on September 9, 1998, approximately 1,349,794
shares (including option shares), or approximately 79% of the total number of
shares sought by IAT in the tender offer, had been tendered and not withdrawn.
IAT noted that, assuming receipt of the California regulatory approval, the
number of shares tendered to date is enough to permit IAT to close the tender
offer if IAT elects to do so in accordance with the terms of the Offer to
Purchase.
McM shareholders with questions on IAT's tender offer or who require
additional assistance should call MacKenzie Partners, Inc. toll free at
1-800-322-2885. Additional copies of the Offer to Purchase and all other tender
offer materials may be obtained from MacKenzie Partners at 1-800-322-2885.
Shareholders may also contact their brokers, dealers, commercial banks and trust
companies or other nominees for assistance concerning the Offer. In addition,
shareholders of McM may also contact McM Corporation at 1-800-525-7486.
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