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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
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RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4)
MICKELBERRY COMMUNICATIONS INCORPORATED
(NAME OF THE ISSUER)
MICKELBERRY COMMUNICATIONS INCORPORATED
MR. JAMES C. MARLAS
MICKELBERRY ACQUISITION CORPORATION
UNION CAPITAL CORPORATION
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
594780 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
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MR. GEORGE KANE
MICKELBERRY COMMUNICATIONS INCORPORATED
405 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 832-0303
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT)
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This statement is filed in connection with (check the appropriate box):
a.[X] The filing of solicitation materials or an information statement subject
to Regulation 14A [17 CFR 240.14a-1 to 240.14a-103], Regulation 14C [17
CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [(S) 240.13e(c)] under
the Securities Exchange Act of 1934.
b.[_] The filing of a registration statement under the Securities Act of 1933.
c.[_] A tender offer.
d.[_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_].
CALCULATION OF FILING FEE
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TRANSACTION VALUATION: AMOUNT OF FILING FEE:
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<S> <C>
$15,022,000 $3,004.40
</TABLE>
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* The transaction was valued by determining the cost of purchasing 3,534,588
shares of Mickelberry Communications Incorporated common stock, par value
$1.00 per share ("Shares"), at a price of $4.25 per share.
[_]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Form or Registration No.: Filing Party:
Registration No. Date Filed:
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<PAGE>
ITEMS 1 THROUGH 15
This Rule 13e-3 Transaction Statement is being filed by Mickelberry
Communications Incorporated, a Delaware corporation ("MCI" or the "Company"),
James C. Marlas ("Marlas"), Mickelberry Acquisition Corporation, a Delaware
corporation ("Acquisition"), and Union Capital Corporation, a Nevada
Corporation ("Union Capital"), in connection with a merger between Acquisition
and MCI. The information contained in the proxy statement dated August 11,
1995 (the "Proxy Statement"), which was previously filed with the Securities
and Exchange Commission (the "Commission") concurrently with Amendment No. 3
to the Schedule 13E-3 is incorporated herein by reference in answer to Items 1
through 15 of this Rule 13e-3 Transaction Statement as set forth in the Cross
Reference Sheet on the following pages. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to them in such Proxy
Statement.
ITEM 16. ADDITIONAL INFORMATION
The information contained in the Proxy Statement which was previously filed
with the Commission concurrently with Amendment No. 3 to the Schedule 13E-3 in
connection with this Rule 13e-3 transaction is incorporated herein by
reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
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<C> <S>
Exhibit (a) Letter Agreement dated November 23, 1994, by and among the
Major Shareholder, The Argosy Group L.P. and The Argosy
Securities Group L.P. is incorporated from Annex D to the Proxy
Statement filed as Exhibit (d) hereto (previously filed with
Amendment No. 3).
Exhibit (b)(1) Opinion of Schroder Wertheim & Co. Incorporated (formerly known
as Wertheim Schroder & Co. Incorporated, "Schroder Wertheim")
dated August 11, 1995 is incorporated by reference from Annex B
to the Proxy Statement filed as Exhibit (d) hereto (previously
filed with Amendment No. 3).
Exhibit (b)(2) Report of Schroder Wertheim to the Special Committee of
Mickelberry Communications Incorporated dated March 8, 1995
(previously filed with Amendment No. 3).
Exhibit (b)(3) Written information handed out to the Special Committee during
the oral response to the Special Committee by Schroder Wertheim
during February 1995 (previously filed with Amendment No. 3).
Exhibit (c) The Agreement and Plan of Merger, dated as of March 21, 1995 by
and among Marlas, Acquisition, Union Capital and the Company is
incorporated by reference from Annex A to Proxy Statement filed
as Exhibit (d) hereto (previously filed with Amendment No. 3).
Exhibit (d) Proxy Statement of the Company for the Special Meeting of
Shareholders of the Company (previously filed with Amendment
No. 3).
Exhibit (e) The appraisal rights and the procedure for exercising such
appraisal rights are described in (1) "Special Factors--
Appraisal Rights" and (2) Annex C, in each case of the Proxy
Statement filed as Exhibit (d) hereto (previously filed with
Amendment No. 3).
Exhibit (f) Not Applicable.
</TABLE>
1
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
CAPTION IN PROXY STATEMENT/
SCHEDULE 13E-3 PROSPECTUS OR NOTICE OF
ITEM NUMBER SPECIAL MEETING
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<S> <C> <C>
1. Issuer and Class of Security Subject
to the Transaction
(a)................................... "Notice of Special Meeting of
Stockholders;" front cover page of the
Proxy Statement.
(b)................................... "Description of Company Capital Stock."
(c)................................... "Summary--Recent Market Prices"; and
"Recent Market Prices; Dividend History."
(d)................................... "Summary--Dividends during past two years;"
and "Recent Market Prices; Dividend
History."
(e)................................... Not Applicable.
(f)................................... "Beneficial Ownership of Shares of the
Company."
2. Identity and Background
(a)-(d)............................... "Introduction--Matters to be Considered at
the Meeting;" and "Certain Information
Regarding Newco, Union Capital and the
Major Shareholder."
(e)-(f)............................... To the best of the knowledge of MCI,
Acquisition, Union Capital and James C.
Marlas, during the past five years, no
executive officer, director or controlling
person of MCI, Acquisition or Union
Capital, including James C. Marlas: (i)
has been convicted in a criminal
proceeding (excluding traffic violations
or similar misdemeanors); or (ii) has been
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
further violations of, or prohibiting
activities subject to, federal or state
securities laws or finding any violation
with respect to such laws.
(g)................................... James C. Marlas is a citizen of the United
States.
3. Past Contracts, Transactions or
Negotiations
(a)(1)................................ Not Applicable.
(a)(2)-(b)............................ "Summary--The Merger," "--Purpose and
Reasons for the Merger"; "Special
Factors--Background of the Merger" and "--
Interests of Certain Persons in the
Merger; Conflicts of Interest;" and "The
Merger."
</TABLE>
2
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<TABLE>
<CAPTION>
CAPTION IN PROXY STATEMENT/
SCHEDULE 13E-3 PROSPECTUS OR NOTICE OF
ITEM NUMBER SPECIAL MEETING
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<S> <C> <C>
4. Terms of Transaction
(a)................................... "Introduction--Matters to be Considered at
the Meeting;" "Summary--The Merger;"
"Special Factors--Structure and Purpose of
the Merger;" "The Merger--General;" and
"--Conditions to the Merger, Waiver."
(b)................................... "Notice of Special Meeting of
Shareholders;" "Introduction--Matters to
be Considered at the Meeting;" "Summary--
The Merger" and "Special Factors--
Interests of Certain Persons in the
Merger; Conflicts of Interest."
5. Plans or Proposals of the Issuer or
Affiliate
(a)-(e)............................... "Introduction--Matters to be Considered at
the Meeting;" "Summary--The Merger," "--
Purpose and Reasons for the Merger;"
"Special Factors--Background of the
Merger," "--Structure and Purpose of the
Merger;" "--Certain Effects of the
Merger," "The Merger--General," and "--
Conditions to the Merger, Waiver."
(f)-(g)............................... "Special Factors--Background of the
Merger," and "Structure and Purpose of the
Merger;" "--Certain Effects of the
Merger;" and "Current Information:
Delisting and Deregistration."
6. Source and Amounts of Funds or Other
Consideration
(a)................................... "Special Factors--Financing of the Merger."
(b)................................... "Summary--Expenses of the Merger"; and
"Special Factors--Expenses of the Merger."
(c) and (d)........................... "Special Factors--Financing of the Merger."
7. Purpose(s), Alternatives, Reasons and
Effects
(a)-(c)............................... "Introduction--Purpose and Reasons for the
Merger;" "Special Factors--Background of
the Merger;" "--Proceedings and
Recommendation of the Special Committee
and the Board, Fairness of the
Transaction;" "--Structure and Purpose of
the Merger;" and "--Certain Effects of the
Merger."
(d)................................... "Special Factors--Background of the
Merger;" "--Structure and Purpose of the
Merger;" "--Certain Effects of the
Merger;" "--Certain Federal Income Tax
Consequences of the Merger" and "The
Merger."
</TABLE>
3
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CAPTION IN PROXY STATEMENT/
SCHEDULE 13E-3 PROSPECTUS OR NOTICE OF
ITEM NUMBER SPECIAL MEETING
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<S> <C> <C>
8. Fairness of the Transaction
(a)................................... "Summary--Recommendation of the Special
Committee and the Board, Fairness of the
Transaction;" and "Special Factors--
Background of the Merger," and "--
Proceedings and Recommendation of the
Special Committee and the Board, Fairness
of the Transaction."
(b)................................... "Summary--Recommendation of the Special
Committee and the Board, Fairness of the
Transaction;" "Special Factors--
Proceedings and Recommendation of the
Special Committee and the Board, Fairness
of the Transaction" and "--Opinion of the
Financial Advisor."
(c)................................... "Summary--Required Vote", and "The Merger--
Required Vote."
(d)................................... "Special Factors--Background of the
Merger;" "--Proceedings and Recommendation
of the Special Committee and the Board,
Fairness of the Transaction", and "--
Opinion of Financial Advisor."
(e)................................... "Special Factors--Background of the
Merger," "--Proceedings and Recommendation
of the Special Committee and the Board,
Fairness of the Transaction."
(f)................................... Not applicable.
9. Reports, Opinions, Appraisals and
Certain Negotiations
(a)-(c)............................... "Special Factors--Background of the
Merger;" "--Opinion of Financial Advisor;"
opinion of Schroder Wertheim attached as
Annex B to the Proxy Statement; report of
Schroder Wertheim to the Special Committee
of Mickelberry Communications Incorporated
and written information handed out to the
Special Committee during the oral response
to the Special Committee by Schroder
Wertheim, filed hereto as Exhibits (d),
(b)(2) and (b)(3), respectively, are
incorporated herein by reference.
10. Interest in Securities of the Issuer
(a)................................... "Beneficial Ownership of Shares of the
Company."
(b)................................... "Beneficial Ownership of Shares of the
Company" and "Certain Transactions in
Company Stock."
</TABLE>
4
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<TABLE>
<CAPTION>
CAPTION IN PROXY STATEMENT/
SCHEDULE 13E-3 PROSPECTUS OR NOTICE OF
ITEM NUMBER SPECIAL MEETING
-------------- ---------------------------
<S> <C> <C>
11. Contracts, Arrangements or
Understandings with Respect to the "Summary--The Merger;" "The Merger--
Issuer's Securities.................. General;" "--Conditions to the Merger,
Waiver" and The Agreement and Plan of
Merger in Annex A to the Proxy Statement,
filed as Exhibit (d) hereto, is
incorporated herein by reference.
12. Present Intention and Recommendation
of Certain Persons with Regard to the
Transaction
(a)-(b)............................... "Introduction--Voting at the Meeting;" "--
Proxies;" "Summary--Required Vote", "--
Recommendation of the Special Committee
and the Board, Fairness of the
Transaction;" "Special Factors--
Proceedings and Recommendation of the
Special Committee and the Board, Fairness
of the Transaction;" "--Structure and
Purpose of the Merger" and "The Merger--
Required Vote."
13. Other Provisions of the Transaction
(a)................................... "Special Factors--Appraisal Rights."
(b)................................... "Summary--Expenses of The Merger", and
"Special Factors--Expenses of the Merger."
(c)................................... Not Applicable.
14. Financial Statements
(a)................................... "Selected Consolidated Financial Data" and
"Financial Statements."
(b)................................... "Financial Statements--Pro Forma Financial
Data."
15. Persons and Assets Employed, Retained
or Utilized
(a)-(b)............................... "Introduction--Proxies" and "Proxy
Solicitation."
</TABLE>
5
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the Issuer of the class of equity security which is the
subject of the Rule 13e-3 transaction is Mickelberry Communications
Incorporated and the address of its principal executive offices is 405 Park
Avenue New York, New York 10022. All cross references in this Statement refer
to captions in the Proxy Statement.
(b) The relevant information set forth on the Cover Page of the Proxy
Statement and under the caption "Description of Company Capital Stock" is
incorporated herein by reference.
(c) The relevant information set forth under the caption "Summary--Recent
Market Prices" and "Recent Market Prices--Dividend History" is incorporated
herein by reference.
(d) The relevant information set forth under the caption "Summary--Dividends
during past two years" and "Recent Market Prices--Dividend History" is
incorporated herein by reference.
(e) Not applicable.
(f) The relevant information set forth under the caption "Beneficial
Ownership of Shares of the Company" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is being filed by Marlas, Acquisition, Union Capital
and the Company (the last being the issuer of the subject security). The
relevant information set forth on the Cover Page of the Proxy Statement and
set forth under the captions "Introduction--Matters to be Considered at the
Meeting;" and "Certain Information Regarding Newco, Union Capital and the
Major Shareholder" is incorporated herein by reference.
(e) and (f) To the best knowledge of Marlas, Acquisition, Union Capital and
the Company during the past five years no executive officer, director or
controlling person of Marlas, Acquisition, Union Capital or the Company
including James C. Marlas (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was 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.
(g) James C. Marlas is a citizen of the United States.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) Not Applicable.
(a)(2) and (b) The relevant information set forth under the captions
"Summary--The Merger," "Special Factors--Background of the Merger," and "--
Interests of Certain Persons in the Merger; Conflicts of Interest" and "The
Merger" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The relevant information set forth under the captions "Introduction--
Matters to be Considered at the Meeting," "Summary--The Merger," "Special
Factors--Structure and Purpose of the Merger" and "The Merger --General"; and
"--Conditions to the Merger, Waiver" is incorporated herein by reference.
(b) The relevant information set forth under the captions "Notice of Special
Meeting of Shareholders;" "Introduction--Matters to be Considered at the
Meeting," "Summary--The Merger," and "Special Factors--Interests of Certain
Persons in the Merger; Conflicts of Interest."
6
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(e) The relevant information set forth under the captions
"Introduction--Matters to be Considered at the Meeting," "Summary--The
Merger," "--Purpose and Reasons for the Merger," "Special Factors--Background
of the Merger," and "Structure and Purpose of the Merger," "--Certain Effects
of the Merger," "The Merger--General," and "--Conditions to the Merger,
Waiver" is incorporated herein by reference.
(f)-(g) The relevant information set forth under the captions "Special
Factors--Background of the Merger," "--Structure and Purpose of the Merger,"
"--Certain Effects of the Merger," and "Current Information: Delisting and
Deregistration" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The relevant information set forth under the caption "Special Factors--
Financing of the Merger" is incorporated herein by reference.
(b) The relevant information set forth under the caption "Summary--Expenses
of the Merger" and "Special Factors--Expenses of the Merger," is incorporated
herein by reference.
(c) and (d) The relevant information set forth under the caption "Special
Factors--Financing of the Merger" is incorporated herein by reference. As of
the date hereof, the Financing Proposal, which is subject to execution of
satisfactory documentation and completion of due diligence, contemplates that
the Banks will provide financing for the Merger as well as for working capital
of the Company and its subsidiaries. The financing will be structured as a
revolving credit facility (the "Revolving Loan") in an aggregate principal
amount not to exceed $42,000,000 (the "Revolving Loan Amount"). The Revolving
Loan Amount will fluctuate based on the Borrowers' accounts receivable and
inventory balances. In addition, the Banks will make available to Excel (upon
satisfaction of certain conditions) standby letters of credit. The Revolving
Loan will be made to Partners & Shevack Inc., Sandy Alexander, Inc. ("Sandy
Alexander"), Excel Importing Corp. ("Excel") and MC Graphics, Inc. (each a
"Borrower," and collectively the "Borrowers"), each of which corporation is a
wholly owned subsidiary of the Company. At the option of the applicable
Borrower, interest will be charged at a rate based on the prime rate or LIBOR.
The initial term of the Revolving Loan will be for five years and may be
renewed for successive periods of one year upon prior written agreement of the
parties. The Company plans to refinance the Revolving Loan upon its maturity.
In addition to customary closing fees and expenses, each Borrower will also
be required to pay to the Banks an unused facility fee equal to 0.50% per
annum of the amount by which the Revolving Loan Amount exceeds certain amounts
outstanding from time to time under the Revolving Loan. The Borrowers have
agreed to pay an agency fee equal to $75,000 per year and a closing fee in the
amount of $210,000. Excel has also agreed to pay a letter of credit fee equal
to 0.75% per annum of the average letter of credit exposure for letters of
credit during the immediately preceding calendar month. The Revolving Loan
will be secured by a first security interest in all unencumbered assets of the
Borrowers and will be guaranteed by the Company and certain of its other
subsidiaries.
The Financing Proposal requires that the Company and the Borrowers maintain
a minimum net worth, as well as certain financial ratios. It also contains
customary representations and warranties and events of default with certain
cure periods. Finally, the Financing Proposal provides for certain affirmative
and negative covenants of the Company and the Borrowers, including
restrictions on incurrence of additional indebtedness, as well as limitations
on payment of dividends.
Sandy Alexander may also enter into a facility with one or more financial
institutions of approximately $6,500,000 secured by printing equipment.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The relevant information set forth under the captions
"Introduction--Purpose and Reasons for the Merger," "Special Factors--
Background of the Merger," "--Structure and Purpose of the Merger" "--Certain
7
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Effects of the Merger," and "--Proceedings and Recommendation of the Special
Committee and the Board, Fairness of the Transaction" is incorporated herein
by reference.
(d) The relevant information set forth under the captions "Special Factors--
Background of the Merger," "--Structure and Purpose of the Merger," "--Certain
Effects of the Merger" and "--Certain Federal Income Tax Consequences of the
Merger" and "The Merger" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The relevant information set forth under the captions "Summary--
Recommendation of the Special Committee and the Board, Fairness of the
Transaction," "Special Factors--Background of the Merger," and "--Proceedings
and Recommendation of the Special Committee and the Board, Fairness of the
Transaction" is incorporated herein by reference.
(b) The relevant information set forth under the captions "Summary--
Recommendation of the Special Committee and the Board, Fairness of the
Transaction," "Special Factors--Proceedings and Recommendation of the Special
Committee and the Board, Fairness of the Transaction" and "--Opinion of
Financial Advisor" is incorporated herein by reference.
(c) The relevant information set forth under the captions "Summary--Required
Vote," and "The Merger--Required Vote" is incorporated herein by reference.
(d) The relevant information set forth under the captions "Special Factors--
Background of the Merger," "--Proceedings and Recommendation of the Special
Committee and the Board, Fairness of the Transaction" and "--Opinion of
Financial Advisor" is incorporated herein by reference.
(e) The relevant information set forth under the captions "Special Factors--
Background of the Merger" and "--Proceedings and Recommendation of the Special
Committee and the Board, Fairness of the Transaction" is incorporated herein
by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The relevant information set forth under the captions "Special
Factors--Background of the Merger," "--Opinion of Financial Advisor;" and in
the Opinion of Schroder Wertheim attached as Annex B to the Proxy Statement
and the report of Schroder Wertheim to the Special Committee of Mickelberry
Communications Incorporated and written information handed out to the Special
Committee during the oral response to the Special Committee by Schroder
Wertheim, filed hereto as Exhibits (d), (b)(2) and (b)(3), respectively, are
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The relevant information set forth under the caption "Beneficial
Ownership of Shares of the Company" is incorporated herein by reference.
(b) The relevant information set forth under the captions "Beneficial
Ownership of Shares of the Company" and "Certain Transactions in Company
Stock" is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The relevant information set forth under the captions "Summary--The Merger,"
"The Merger--General," "--Conditions to the Merger, Waiver," "Beneficial
Ownership of Shares of the Company" and in The Agreement and Plan of Merger in
Annex A to the Proxy Statement, filed as Exhibit (a) hereto, is incorporated
herein by reference.
8
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a)--(b) The relevant information set forth under the captions
"Introduction--Voting at the Meeting" and "--Proxies," "Summary--Required
Vote," and "--Recommendation of the Special Committee and the Board, Fairness
of the Transaction," "Special Factors--Proceedings and Recommendation of the
Special Committee and the Board, Fairness of the Transaction," "--Structure
and Purpose of the Merger," and "The Merger--Required Vote" is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The relevant information set forth under the caption "Special Factors--
Appraisal Rights" is incorporated herein by reference.
(b) The relevant information set forth under the captions "Summary--Expenses
of the Merger," and "Special Factors--Expenses of the Merger" is incorporated
herein by reference.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The relevant information set forth under the captions "Selected
Consolidated Financial Data" and "Financial Statements" is incorporated by
reference herein.
(b) The relevant information set forth under the caption "Financial
Statements--Pro Forma Financial Data" is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The relevant information set forth under the captions
"Introduction--Proxies" and "Proxy Solicitation" is incorporated herein by
reference in its entirety.
ITEM 16. ADDITIONAL INFORMATION.
The information contained in the Proxy Statement which was previously filed
with the Commission concurrently with Amendment No. 3 to the Schedule 13E-3 in
connection with this Rule 13e-3 Transaction is incorporated herein by
reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter Agreement dated November 23, 1994, by and among the Major
Shareholder, The Argosy Group L.P. and The Argosy Securities Group L.P.
is incorporated from Annex D to the Proxy Statement filed as Exhibit
(d) hereto (previously filed with Amendment No. 3).
(b)(1) Opinion of Schroder Wertheim dated August 11, 1995 is incorporated
by reference from Annex B to the Proxy Statement filed as Exhibit
(d) hereto (previously filed with Amendment No. 3).
(b)(2) Report of Schroder Wertheim to the Special Committee of Mickelberry
Communications Incorporated dated March 8, 1995 (previously filed
with Amendment No. 3).
(b)(3) Written information handed out to the Special Committee during the
oral response to the Special Committee by Schroder Wertheim during
February 1995 (previously filed with Amendment No. 3).
(c) Agreement and Plan of Merger, dated as of March 21, 1995 by and among
Marlas, Acquisition, Union Capital and the Company, is incorporated by
reference from Annex A to the Proxy Statement filed as Exhibit (d)
hereto (previously filed with Amendment No. 3).
(d) Proxy Statement of the Company for the Special Meeting of Shareholders
of the Company (previously filed with Amendment No. 3).
(e) The appraisal rights and the procedure for exercising such appraisal
rights are described in (1) "Special Factors--Appraisal Rights" and (2)
Annex C, in each case of the Proxy Statement filed as Exhibit (d)
hereto (previously filed with Amendment No. 3).
(f) Not Applicable.
9
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, Mickelberry
Communications Incorporated certifies that the information set forth in this
statement is true, complete and correct and has duly caused this Rule 13E-3
Transaction Statement to be signed on its behalf by the undersigned thereto
duly authorized.
MICKELBERRY COMMUNICATIONS
INCORPORATED
/s/ James C. Marlas
By: _________________________________
Name:James C. Marlas
Title:President
Dated: September 11, 1995
10
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SIGNATURE
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.
/s/ James C. Marlas
By: _________________________________
James C. Marlas
Dated: September 11, 1995
11
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, Union Capital
Corporation certifies that the information set forth in this statement is
true, complete and correct and has duly caused this Rule 13E-3 Transaction
Statement to be signed on its behalf by the undersigned thereto duly
authorized.
UNION CAPITAL CORPORATION
/s/ James C. Marlas
By: _________________________________
Name:James C. Marlas
Title:President
Dated: September 11, 1995
12
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, Mickelberry
Acquisition Corporation certifies that the information set forth in this
statement is true, complete and correct and has duly caused this Rule 13E-3
Transaction Statement to be signed on its behalf by the undersigned thereto
duly authorized.
MICKELBERRY ACQUISITION CORPORATION
/s/ James C. Marlas
By: _________________________________
Name:James C. Marlas
Title:President
Dated: September 11, 1995
13
