Rule 424(b) (3)
File No. 33-46557 of Registration Statement
180,000 Shares
MULTIMEDIA, INC.
Common Stock
($.10 par value)
All of the shares of Common Stock ("Common Stock") of Multimedia,
Inc. (the "Company") offered hereby (the "Shares") will be sold by
Sally Jessy Raphael ("Raphael" or the "Selling Shareholder"). Prior
to its sale, any Share offered hereby will have been acquired by
Raphael from the Company pursuant to the exercise of an option
previously granted to Raphael by the Company (the "Raphael Option").
See "SELLING SHAREHOLDER". The Company will not receive any proceeds
from the sale of the Shares by Raphael.
The Common Stock is quoted on the National Association of
Securities Dealers ("NASD") Automated Quotation ("NASDAQ") National
Market System under the symbol "MMEDC". The last reported sale price
of the Common Stock on the NASDAQ National Market System on October 8,
1992, was $24 per share. Prospective purchasers should obtain current
quotations for the Common Stock from their brokers.
Certain risks attend an investment in any of the Shares.
See "RISK FACTORS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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_________________________________________________________________
Price Underwriting Proceeds to
to Discounts and Selling
Public Commissions Shareholder (1)
Per Share * ** *
Total * ** *
_________________________________________________________________
* It is expected that any sales made pursuant to this Prospectus
will be effected by the Selling Shareholder on the NASDAQ
National Market System, including ordinary broker's transactions,
or in privately-negotiated transactions or through sales to one
or more broker/dealers for resale of such Shares as principals or
a combination of any such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. See "PLAN OF
DISTRIBUTION".
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** The Shares may be sold directly or through underwriters, dealers
or agents. Usual and customary or specifically negotiated
brokerage or underwriting fees, commissions or discounts may be
paid by the Selling Shareholder in connection with such sales.
See "PLAN OF DISTRIBUTION".
(1) Before deduction of expenses payable by the Selling Shareholder
estimated at $150.00, which are in addition to certain expenses
payable by the Company estimated at approximately $26,500.
The date of this Prospectus is October 9, 1992.
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AVAILABLE INFORMATION
The Company has filed a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with the Securities and Exchange Commission
(the "Commission") with respect to the Shares. As permitted by the
rules and regulations of the Commission, this Prospectus does not
contain all of the information contained in the Registration
Statement. For further information with respect to the Company and
the Common Stock, reference is hereby made to the Registration
Statement. Statements contained herein concerning the provisions of
any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Commission. Such reports,
proxy statements and other information (along with the Registration
Statement) may be inspected and copied at the Public Reference Room of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and 75 Park Place, Room 1228, New York, New York 10007.
Copies of such material may be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Exchange
Act with the Commission are incorporated in and made a part of this
Prospectus by reference:
(i) the Company's annual report on Form 10-K for the fiscal
year ended December 31, 1991 filed pursuant to Section 13(a) of
the Exchange Act (Commission File No. 0-6265);
(ii) the Company's quarterly reports on Form 10-Q for the
fiscal quarters ended March 31, 1992 and June 30, 1992 filed
pursuant to Section 13(a) of the Exchange Act; and
(iii) the description of the Company's common stock
contained in the Company's registration statement on Form
8-A filed with the Commission, as such description was updated by
the Company's annual report on Form 10-K for the year ended
December 31, 1985, and the Company's report on Form 8-K with date
of September 6, 1989.
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All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering made hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be part thereof
from the date of filing of such documents.
Any information contained herein or in a document incorporated by
reference herein shall be deemed to be modified or replaced for
purposes of this Prospectus to the extent that information contained
herein or in any other subsequently filed document which also is
incorporated by reference herein modifies or replaces such
information. Any such information so modified or replaced shall not
be deemed, except as so modified or replaced, to constitute a part of
this Prospectus.
The Company will provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered,
on the written or oral request of such person, a copy of any or all of
the information incorporated herein by reference (other than exhibits
to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Written or telephone
requests for such copies should be directed to the Company's principal
executive offices: 305 South Main Street, P.O. Box 1688, Greenville,
South Carolina 29602 ((803) 298-4373), Attention: Corporate
Communications.
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THE COMPANY
Multimedia, Inc. (the "Company") is a diversified media
communications company. The Company is a South Carolina corporation
which began using its current name in 1968; however, its predecessor
newspaper and broadcasting companies date back as early as 1888. The
Company currently publishes daily and non-daily newspaper
publications; owns and operates television and radio stations; serves
cable television subscribers; and produces and syndicates television
programming.
RISK FACTORS
Prior to investing in any Shares, a prospective investor should
review this Prospectus and the information incorporated herein by
reference and, in addition, consider the following factors, among
others:
1. Each of the Company's broadcast and cablevision divisions is
subject to significant governmental regulation. The nature of this
regulation may be changed at any time in a manner that adversely
affects the Company's operations or the value of its properties.
2. The manner in which the Company conducts its various
businesses and the type of competition faced by each of these
businesses may be adversely affected in the future by technological
changes.
3. The Company's entertainment division derives nearly all of
its operating profits from the production and syndication of two day-
time television talk shows, the "Donahue" show and the "Sally Jessy
Raphael" show. A significant portion of the operating profits for the
entertainment division is contributed by the "Donahue" show.
4. The Company has not declared or paid any cash dividends since
1985. The Company's Credit Agreement and Note Agreements limit the
payment of dividends on any capital stock of the Company. At the date
of this Prospectus, the most restrictive of these limitations
restricted the annual payment of dividends to 25% of the Company's
annualized net income for the four full fiscal quarters immediately
preceding such payment.
5. On October 1, 1985, the Company completed a recapitalization
merger which was accounted for as a redemption of shares of the
Company's common stock not subject to purchase accounting.
Consequently, the Company's assets were not, for accounting purposes,
adjusted at the time of the recapitalization merger to reflect their
then fair market value. As a result of this accounting treatment,
since 1985 the Company has carried a significant negative balance in
its shareholders' equity.
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6. The Shares offered hereby will be owned by the Selling
Shareholder. Therefore, the Company will not receive any proceeds
from the sale by the Selling Shareholder of any of the Shares.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly by the Selling
Shareholder. Alternatively, the Selling Shareholder may from time to
time offer and sell the Shares through underwriters, dealers or
agents.
Sales of the Shares by the Selling Shareholder may be effected
from time to time in one or more transactions on the NASDAQ National
Market System, including ordinary broker's transactions, or in
privately-negotiated transactions or through sales to one or more
broker/dealers for resale of such Shares as principals or a
combination of any such methods of sale, at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
Usual and customary or specifically negotiated brokerage or
underwriting fees, commissions or discounts may be paid by the Selling
Shareholder in connection with such sales.
The Company will pay certain expenses incident to the offering
and sale of the Shares to the public. The Company will not pay for,
among other expenses, fees, commissions and discounts of underwriters,
dealers or agents or the fees and expenses of counsel or accountants
for the Selling Shareholder.
SELLING SHAREHOLDER
As of the date of this Prospectus, Raphael beneficially owned
3,900 outstanding shares of Common Stock of the Company, constituting
less than 0.1% of the outstanding shares of Common Stock. In
addition, at the date of this Prospectus, Raphael held the following
Raphael Option: Option granted as of December 4, 1990 for an
aggregate of 180,000 shares (after taking into account the April 19,
1991 stock dividend of two shares of Common Stock on each outstanding
share of Common Stock) of Common Stock, exercisable at a price of
$13.33 1/3 per share. 98.630136 shares covered by this Raphael Option
become exercisable on each calendar day between January 1, 1991 and
December 31, 1991 (inclusive) and between January 1, 1993 and December
31, 1995 (inclusive) and 98.360655 shares covered by this Raphael
Option become exercisable on each calendar day between January 1, 1992
and December 31, 1992 (inclusive). To the extent exercisable, this
Raphael Option may, subject to certain limitations, be exercised in
whole or in part until December 31, 2000.
The Raphael Option was granted as part of an amendment to
Raphael's contract with a subsidiary of the Company that, among other
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things, extended the term of the contract from August 31, 1995 to
December 31, 1995.
In the event that Raphael ceases to be affiliated with the Sally
Jessy Raphael Show while produced by the Company or one of its
subsidiaries or a comparable consistent major production produced by
the Company or one of its subsidiaries for any reason (including
without limitation retirement, termination or non-renewal of the
contract in effect immediately prior to such event between Raphael and
the Company or any of its subsidiaries, death or permanent and total
disability), any portion of such option which, on the date of such
cessation, was not exercisable shall immediately terminate and be of
no further force and effect.
In the event that during Raphael's lifetime she ceases to be
affiliated with the Sally Jessy Raphael Show while produced by the
Company or one of its subsidiaries or a comparable consistent major
production produced by the Company or one of its subsidiaries for any
reason, including retirement or termination or non-renewal of the
contract in effect immediately prior to such event between Raphael and
the Company or any of its subsidiaries (but not including death or
permanent and total disability), the Raphael Option may be exercised
within a period of three months from the date on which she ceases to
be so affiliated, but in no event after the expiration of the fixed
term of such option and only for up to the number of whole shares for
which such option could have been exercised at the time she ceased to
be so affiliated. If Raphael shall die while affiliated with the
Sally Jessy Raphael Show while produced by the Company or one of its
subsidiaries or a comparable consistent major production produced by
the Company or one of its subsidiaries or within a period of three
months after the termination of such affiliation with the Company or
any of its subsidiaries or if she shall have terminated her
affiliation by reason of having become permanently and totally
disabled, the Raphael Option may be exercised by her or her personal
representative during a period not exceeding one year after the date
of termination of her affiliation (but no later than the end of the
fixed term of such option) for up to the number of whole shares for
which such option could have been exercised at the time she terminated
her affiliation.
Upon the occurrence of a "Change in Control" (as defined in the
Raphael Option), the Raphael Option, to the extent not then
terminated, shall become immediately exercisable in full.
If Raphael were to exercise all of the Raphael Option and not
dispose of any of the shares of Common Stock currently beneficially
owned by her or acquired upon exercise of the Raphael Option, Raphael
would beneficially own an aggregate of 183,900 shares of the Common
Stock, constituting approximately 0.5% of the outstanding Common Stock
(assuming no additional issuances after the date of this Prospectus of
shares of Common Stock other than pursuant to the exercise of the
Raphael Option).
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Although at the date of this Prospectus Raphael expected to offer
and sell Shares pursuant to this Prospectus, at such time Raphael had
no specific intent to sell any Shares at any particular time.
Depending upon the prevailing market prices of the Common Stock and
other factors which she deems relevant, Raphael may from time to time
sell Shares pursuant to this Prospectus and/or other shares of Common
Stock owned by her. Accordingly, at the termination of any and all
offerings of the Shares to be made pursuant to this Prospectus,
Raphael may own some or none of the then outstanding shares of Common
Stock.
Raphael is currently under contract with a subsidiary of the
Company to appear on the Sally Jessy Raphael Show through December 31,
1995. The Company owns life insurance and disability policies on
Raphael.
The Company's entertainment division has in recent years derived
and continues to derive nearly all of its operating profits from the
production and syndication of two day-time television talk shows, the
Phil Donahue Show and the Sally Jessy Raphael Show. In 1991, the
Company's entertainment division accounted for approximately 20.8% of
the Company's operating revenues and approximately 32.7% of the
Company's operating profit.
LEGAL OPINION
The law firm of Wyche, Burgess, Freeman & Parham, P.A., general
counsel to the Company, has passed on certain aspects of the validity
of the Common Stock to be offered hereby. At the date of this
Prospectus, David L. Freeman, Esq., a member of Wyche, Burgess,
Freeman & Parham, P.A., was a Director, a member of the Executive
Committee and the Secretary of the Company and owned 75,000 shares of
the Common Stock. At the date of this Prospectus, the other members
of Wyche, Burgess, Freeman & Parham, P.A. beneficially owned an
aggregate of 5,093 shares of the Common Stock.
EXPERTS
The consolidated financial statements and schedules of
Multimedia, Inc. and Subsidiaries as of December 31, 1991 and 1990,
and for each of the years in the three-year period ended December 31,
1991 incorporated by reference herein have been incorporated by
reference herein in reliance upon the reports of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting
and auditing.
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With respect to the unaudited interim financial information for
the periods ended March 31, 1992 and 1991 and June 30, 1992 and 1991,
incorporated by reference herein, the independent certified public
accountants have reported that they applied limited procedures in
accordance with professional standards for a review of such
information. However, their separate reports included in the
Company's quarterly reports on Form 10-Q for the quarters ended March
31, 1992 and June 30, 1992, and incorporated by reference herein,
state that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. The
accountants are not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their reports on the unaudited
interim financial information because those reports are not a "report"
or a "part" of the Registration Statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Act.
MISCELLANEOUS
No person is authorized in connection with this offering to give
any information or to make any representation not contained in or
incorporated by reference in this Prospectus, and, if given or made,
such information or representation must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities other than the
shares of the Common Stock offered hereby, nor does it constitute an
offer to sell or a solicitation of an offer to buy such securities in
any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any
circumstance create any implication that there has been no change in
the affairs of the Company since the date hereof or that the
information contained or incorporated by reference herein is correct
as of any time subsequent to its date.
9
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Rule 424(b) (3)
File No. 33-46557 of Registration Statment
MULTIMEDIA, INC.
SUPPLEMENT NO. 1 TO PROSPECTUS
DATED OCTOBER 9, 1992
This Supplement No. 1 supplements the Prospectus, dated
October 9, 1992 (the "Original Prospectus"), of Multimedia, Inc.
(the "Company") respecting an aggregate of up to 180,000 shares
of Common Stock ("Common Stock") of the Company which may be
offered and sold by Sally Jessy Raphael ("Raphael" or the
"Selling Shareholder").
The following information supplements the information set
forth under the heading, "SELLING SHAREHOLDER", in the Original
Prospectus:
ADDITIONAL OPTION GRANTED TO RAPHAEL
By letter dated August 17, 1993, the Company granted an
additional option (the "Additional Option") to Raphael for an
aggregate of 200,000 shares of Common Stock, exercisable at a
price of $32.125 per share. 202.4291498 shares covered by the
Additional Option become exercisable on each calendar day between
January 1, 1996 and September 14, 1998 (inclusive). To the
extent exercisable, the Additional Option may, subject to certain
limitations, be exercised in whole or in part (but only for whole
shares) until August 17, 2003.
The Additional Option was granted in connection with an
agreement, dated August 17, 1993 (the "New Agreement") entered
into by a subsidiary of the Company and Wonderland Entertainment,
Inc. f/s/o Sally Jessy Raphael. The New Agreement superseded
Raphael's prior contract with the Company's subsidiary.
Generally, under the New Agreement, Raphael is obligated to
appear on The Sally Jessy Raphael Show through September 14,
1998.
In the event that Raphael permanently ceases to be
affiliated with the Sally Jessy Raphael Show produced by the
Company or one of its subsidiaries or a comparable consistent
major production produced by the Company or one of its
subsidiaries for any reason (including without limitation
retirement, termination or non-renewal of the contract in effect
immediately prior to such event between Raphael and the Company
or any of its subsidiaries, death or permanent and total
disability), any portion of the Additional Option which, on the
date of such cessation, was not exercisable shall immediately
terminate and be of no further force and effect.
In the event that during Raphael's lifetime she permanently
ceases to be affiliated with the Sally Jessy Raphael show
produced by the Company or one of its subsidiaries or a
comparable consistent major production produced by the Company or
one of its subsidiaries for any reason, including retirement or
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termination or non-renewal of the contract in effect immediately
prior to such event between Raphael and the Company or any of its
subsidiaries (but not including death or disability), the portion
of the Additional Option that is exercisable immediately prior to
such cessation may be exercised within a period of 3 months from
the date on which Raphael ceases to be so affiliated, but in no
event after the expiration of the fixed term of the Additional
Option. If Raphael shall die while affiliated with the Sally
Jessy Raphael show produced by the Company or one of its
subsidiaries or a comparable consistent major production produced
by the Company or one of its subsidiaries or within a period of 3
months after the termination of such affiliation with the Company
or any of its subsidiaries or if Raphael shall have permanently
ceased such affiliation by reason of having become disabled as
defined in the New Agreement, the Additional Option may be
exercised by Raphael or her personal representative during a
period not exceeding 1 year after the date of termination of her
affiliation (but no later than the end of the fixed term of such
option) for up to the number of whole shares for which the
Additional Option could have been exercised at the time she
permanently ceased to be so affiliated.
Upon the occurrence of a "Change in Control" (as defined in
the Additional Option), the Additional Option, to the extent it
has not terminated, shall become immediately exercisable in full.
The shares which Raphael could acquire upon exercise of the
Additional Option are not covered by the Original Prospectus, as
supplemented by this Supplement No. 1.
This Supplement No. 1 is dated December 23, 1993.
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