SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)*
(Final Amendment)
MASCOTT CORPORATION
(Name of Subject Company)
DINE, LLC
(Bidder)
Common Stock, no par value
(Title of Class of Securities)
574672-30-9
(CUSIP Number of Class of Securities)
Scott M. Gillman, Chairman Robert G. Minion, Esq.
DINE, LLC Lowenstein, Sandler, Kohl,
5N Regent Street Fisher & Boylan, P.C.
Suite 508B 65 Livingston Avenue
Livingston, NJ 07039 Roseland, NJ 07068
(201) 535-1000 (201) 992-8700
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
Introduction
This Amendment No. 2 to the Schedule 14D-1 filed on April
13, 1995 by DINE, LLC, a New Jersey limited liability company
(the "Purchaser"), relating to the offer by the Purchaser to
purchase any and all outstanding shares of Common Stock, no par
value (the "Shares"), of Mascott Corporation, a New Jersey
corporation ( the "Company"), at a price of $1.55 per Share, net
to the seller in cash, amends and supplements such Schedule 14D-
1. The offer was made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 13,
1995 and as amended May 3, 1995 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which along with the Offer to
Purchase constitute the "Offer"). Copies of the Offer to
Purchase and Letter of Transmittal, each dated April 13, 1995,
are attached as Exhibits (a)(1) and (a)(2), respectively, to the
Schedule 14D-1 filed on April 13, 1995 and a copy of the amended
Offer to Purchase is attached as Exhibit (a)(8) to Amendment No.
1 to the Schedule 14D-1 filed on May 3, 1995. Capitalized terms
not otherwise defined herein shall have the meanings set forth in
the Offer.
Item 3. Past Contacts, Transactions or Negotiations With the
Subject Company
The response to Item 3 is hereby amended by addition of the
following information:
As of the close of business on May 22, 1995, the
Purchaser had accepted for payment and paid for all 297,974
Shares which were tendered in accordance with the Offer (which
expired at 5:00 p.m. Eastern Daylight Time on May 22, 1995). As
of the close of business on May 22, 1995, the Purchaser
transferred all 1,603,420 Shares then owned by it to the
Acquisition Subsidiary, resulting in the Acquisition Subsidiary
owning approximately 92.1% of the issued and outstanding Shares.
On May 23, 1995, the Acquisition Subsidiary was merged with and
into the Company pursuant to Section 14A:10-5.1 of the New Jersey
Business Corporation Act. As a result of the Merger, (i) each
Share held by stockholders as of that date, other than Shares
held by the Acquisition Subsidiary, was converted by operation of
law into the right to receive $1.55 in cash upon the surrender of
the certificates representing such Shares and (ii) the issued and
outstanding shares of the Acquisition Subsidiary were converted
into 100 shares of the Company in the aggregate, all of which are
owned by the Purchaser.
Item 6. Interest in Securities of the Subject Company
The response to Item 6 is hereby amended by incorporating
herein by reference the information set forth in the response to
Item 3 of this Amendment No. 2.
Item 11. Material to be Filed as Exhibits
The response to Item 11 is hereby amended by adding the
following new exhibit which is filed herewith:
(a)(9) Press Release dated May 23, 1995
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.
Dated: May 23, 1995 DINE, LLC
By: /s/Scott M. Gillman
Scott M. Gillman, Chairman
EXHIBIT INDEX
Exhibit No. Page
No.
(a)(9) Press Release, dated May 23, 1995
MASCOTT CORPORATION
5N REGENT STREET
SUITE 508A
LIVINGSTON, NJ 07039 DINE, LLC
5N REGENT STREET
SUITE 508B
LIVINGSTON, NJ 07039
FOR IMMEDIATE RELEASE
MASCOTT CORPORATION AND DINE, LLC ANNOUNCE THE
COMPLETION OF TENDER OFFER AND MERGER
LIVINGSTON, NEW JERSEY, May 23, 1995 - Mascott Corporation
(NASDAQ: DINE) (the "Company") and DINE, LLC announced today
that the tender offer by DINE, LLC for any and all of the issued
and outstanding shares of common stock, no par value, of the
Company (the "Shares") at $1.55 per Share, net to the seller in
cash (the "Offer"), expired at 5:00 p.m. Eastern Daylight Time,
on Monday, May 22, 1995. DINE, LLC accepted for payment all
297,974 Shares that were tendered pursuant to the Offer. At such
time, DINE, LLC contributed all 1,603,420 Shares then owned by it
to its wholly-owned subsidiary, DINE Acquisition Corp., resulting
in DINE Acquisition Corp. owning approximately 92.1% of the
issued and outstanding Shares.
On May 23, 1995, DINE Acquisition Corp. merged itself with
and into the Company. Pursuant to the terms of the merger, the
Company is the surviving corporation. By virtue of the merger,
each Share outstanding immediately prior to the merger, other
than Shares owned by DINE Acquisition Corp., have been coverted
into the right to receive $1.55 in cash. Instructions regarding
surrender of certificates formerly representing shares of the
Company in exchange for cash will be mailed promptly to all
holders of such certificates. By virtue of the merger, all
shares of DINE Acquisition Corp. have been converted into 100
Shares in the aggregate, all of which are owned by DINE, LLC.
* * * * * * *
The Company currently owns and operates 13 Cinnabon
bakery franchises and 2 Willie Mays Chicken locations in regional
shopping malls, as well as 1 full-service restaurant, Markers
Restaurant & Bar, located in Jersey City, New Jersey. The
Company also owns an interest in and operates 1 Willie Mays
Country Chicken quick-service restaurant in Livingston, New
Jersey. DINE, LLC is a New Jersey limited liability company
controlled by Scott M. Gillman and Marc A. Gillman, the Chairman
of the Board and President, respectively, of the Company.
For further information, please contact Scott M.
Gillman, Chief Executive Officer of the Company and DINE, LLC, at
(201) 535-1000.
