<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(Rule 13d -101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1 )*
----
M-WAVE, INC.
----------------------
(Name of Issuer)
Common Stock, par value $.01 per share
------------------------------------------
(Title of Class of Securities)
554034 10 8
------------------------------------------
(CUSIP Number)
Eric C. Larson
First Chicago Equity Corporation
Three First National Plaza
Suite 1210
Chicago, Illinois 60670
312/732-9825
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1998
--------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 25 Pages
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 554034 10 8 PAGE 2 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Equity Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
694,464 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
694,464 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
694,464 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
22.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 554034 10 8 PAGE 3 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Financial Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
None except as indirectly through one or more subsidiaries as reported
herein. See Item 2.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 554034 108 PAGE 4 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BANK ONE CORPORATION
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
None except as indirectly through one or more subsidiaries as reported
herein. See item 2.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 554034 108 PAGE 5 OF 25 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cross Creek Partners II
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
87,500 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
87,500 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
87,500 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.9% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13D originally filed with the Securities and Exchange
Commission on August 2, 1993 (the "Original Schedule 13D") is hereby amended and
restated in its entirety to read as follows:
ITEM 1. SECURITY AND ISSUER.
The securities to which this Amendment No. 1 to Statement on Schedule 13D
(this "Statement") relates are shares of Common Stock, $0.01 par value ("Common
Stock") of M-WAVE, INC., a Delaware corporation ("M-Wave").
The address of the principal executive office of M-Wave is M-WAVE, INC.,
216 Evergreen Street, Bensenville, Illinois, 60106.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being jointly filed by: (i) First Chicago Equity
Corporation, an Illinois corporation and formerly known as First Capital
Corporation of Chicago ("FCEC"), and Cross Creek Partners II, an Illinois
general partnership ) ("Cross Creek"), by virtue of their direct beneficial
ownership of Common Stock; (ii) First Chicago Financial Corporation, a Delaware
corporation ("FCFC"), by virtue of its indirect beneficial ownership of Common
Stock through its ownership of all of the outstanding capital stock of FCEC; and
(iii) BANK ONE CORPORATION, a Delaware corporation ("BANK ONE"), by virtue of
its indirect beneficial ownership of Common Stock through its ownership of all
of the outstanding capital stock of FCFC. The foregoing entities are
collectively referred to herein as the "Reporting Persons." FCEC, FCFC and BANK
ONE disclaim any beneficial ownership of shares of Common Stock beneficially
owned by Cross Creek, which is a general partnership composed of individual
officers of The First National Bank of Chicago.
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information furnished by another Reporting Person.
By their signature on this Statement, each of the Reporting Persons agrees that
this Statement is filed on behalf of such Reporting Person.
Certain information required by this Item 2 concerning the directors,
executive officers and general partners, as applicable, of FCEC, FCFC, BANK ONE
and Cross Creek is set forth on Appendix I, Appendix II, Appendix III and
Appendix IV, respectively.
The Reporting Persons may be deemed to constitute a "group" for purpose of
Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim
that they have agreed to act as a group for any purpose other than as set forth
in this Schedule 13D. The agreement among the Reporting Persons relating to
this joint filing of this Schedule 13D is attached hereto as Exhibit D.
(b) The address of the principal business and principal office of and Cross
Creek is Three First National Plaza, Chicago, Illinois 60670. The address of the
principal business and principal office of FCEC, FCFC and BANK ONE is One First
National Plaza, Chicago, Illinois 60670.
(c) BANK ONE is a multi-bank holding company registered under the Bank
Holding Company Act, as amended, which commenced operations in 1998 as a result
of the merger effective October 2, 1998 of First Chicago NBD Corporation and
BANC ONE CORPORATION. Through its banking subsidiaries, BANK ONE provides
domestic retail banking, worldwide commercial banking, investment management and
trust services and credit cards. BANK ONE also owns non-bank subsidiaries that
engage in businesses related to banking and finance, including consumer and
education finance, mortgage lending and servicing, community development,
venture capital, insurance, investment and merchant banking, trust, brokerage,
investment management, leasing and data processing.
Page 6 of 25 Pages
<PAGE>
FCFC raises funds to finance the operations of its subsidiaries, FCEC,
First Chicago Leasing Corporation, First Chicago Capital Markets, Inc., First
Chicago Capital Corporation, First Chicago Investment Corporation and First
Chicago Hedging Services Corporation. FCEC, a small business investment company
licensed under the Small Business Investment Act of 1958, offers equity funding
for small business ventures. Cross Creek is a general partnership composed of
individual officers of First National Bank of Chicago, a banking subsidiary of
BANK ONE, and is principally engaged in the business of venture capital
investing.
(d) and (e) During the last five years, none of FCEC, FCFC, BANK ONE or
Cross Creek nor, to the best knowledge of any of FCEC, FCFC, BANK ONE or Cross
Creek, any individual identified in Appendix I, Appendix II, Appendix III and
Appendix IV, has (i) 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 future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) BANK ONE and FCFC are Delaware corporations, FCEC is an Illinois
corporation and Cross Creek is an Illinois general partnership, and to the
knowledge of each Reporting Person, each of the executive officers and directors
and partners of each such Reporting Person is a citizen of the United States,
except for Mr. Siegfried Buschmann, who is a citizen of Germany.
ITEM 3. SOURCE OF AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to that certain Securities Purchase Agreement (the "Securities
Purchase Agreement"), dated as of July 21, 1993, between FCEC and Cross Creek
(collectively, the "Purchasers") and Joel S. Dryer ("Dryer"), Purchasers
acquired from Dryer an aggregate of 718,964 shares (the "Sale Shares") of Common
Stock for an aggregate cash consideration of $5,032,748.00 (the "Cash
Consideration") or $7.00 per share. The source of such funds of FCEC for the
acquisition of the Sale Shares acquired by it was internal capital. The source
of funds of Cross Creek for the acquisition of the Sales Shares acquired by it
was a combination of internal capital and funds borrowed, from time to time,
from First Chicago Investment Corporation, an indirect subsidiary of FCEC. Any
borrowings in Cross Creek to finance such purchase has been repaid.
A copy of the Revolving Credit Agreement, dated as of January 21, 1993,
between First Chicago Investment Corporation and Cross Creek is hereby
incorporated by reference to Exhibit D to the Original Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Purchasers purchased the Sale Shares solely for investment purposes.
Depending on market conditions and other factors (including, but not limited to,
the evaluation of M-Wave's businesses and prospects, the availability of funds
and general economic conditions), Purchasers may, from time to time, purchase
additional shares of Common Stock or dispose of all or a portion of their
investment in M-Wave. FCEC may actively seek to dispose of a portion of its
investment in M-Wave to other institutional or accredited investors.
Pursuant to the terms of a Shareholders Agreement, dated July 21, 1993 (the
"Shareholders Agreement") among Purchasers and Joseph A. Turek ("Turek"), the
Chairman and Chief Executive Officer of M-Wave and the holder of 930,000 shares
of Common Stock, Turek agreed to vote his shares of Common Stock in favor of the
election to M-Wave's board of directors (the "Board") of the greater of two, or
one third of the total number of directors of M-Wave, designated by Purchasers.
Purchasers also agreed to vote the Sale Shares in favor of the election of Turek
to the Board of Directors of M-Wave. As a consequence of the Shareholders
Agreement, Timothy A. Dugan and Eric C. Larson currently serve on the Board of
M-Wave. Mr. Larson is a Managing Director of FNBC and a general partner of
Cross Creek. Mr. Dugan is an Investment Manager of FNBC and a general partner
of Cross Creek.
Page 7 of 25 Pages
<PAGE>
In connection with the acquisition of the Sale Shares by Purchasers, Dryer
has resigned from his position as Chairman of the Board, Chief Executive Officer
and Secretary of M-Wave and Chairman of the Board, Chief Executive Officer and
Treasurer of Poly Circuits, Inc., a wholly owned subsidiary of M-Wave ("Poly
Circuits"). Dryer is no longer an employee or Director of Poly Circuits or M-
Wave.
On November 17, 1998, and in accordance with the terms of M-Wave's By-Laws,
FCEC delivered a notice to M-Wave (the "Notice") informing M-Wave of its
intention to nominate two (2) Directors to stand for election at the Company's
annual meeting of stockholders for 1998, which is currently scheduled for
December 9, 1998. A copy of the Notice is filed herewith as Exhibit E and is
incorporated herein by reference.
The current Board is comprised of five individuals, two of which, Messrs.
Eric C. Larson and Timothy A. Dugan, have been designated by the First Chicago
Entities pursuant to the Shareholders Agreement. As indicated in its Notice,
FCEC intends to nominate the following persons (the "Nominees") at M-Wave's 1998
annual meeting of stockholders:
Mr. Lawrence E. Fox
Mr. L. Christopher Saenger III
Each of the Nominees has agreed to serve as a member of the Board. Mr. Lawrence
E. Fox is a Senior Vice President of FCEC and Mr. L. Christopher Saenger III is
a Vice President of First Chicago Capital Corporation, an affiliate of FCEC. If
the Nominees are elected, FCEC would have four representatives serving on the
Board of M-Wave. The By-Laws of M-Wave provide that the Board shall not be
comprised of less than two nor more than seven persons and that newly created
directorships resulting from an increase in the number of Directors may be
filled by the affirmative votes of a majority of the entire Board.
FCEC intends to nominate the Nominees in an effort to gain control of the
Board. FCEC believes that current Board (including the two nominees proposed
for reelection by the Board (Messrs. Lavern D. Kramer and Rick Mathes)) and
current management of M-Wave have not demonstrated a willingness to fully
consider all actions that would maximize stockholder value. FCEC is seeking
control of the Board because it believes that such action is necessary in order
to protect its investment in M-Wave.
In accordance with applicable law, FCEC intends to engage in communications
with one or more of the Company's other stockholders regarding its proposed
Nominees and the Board's need to consider all alternatives to maximize
stockholder value and may seek proxies from such stockholders. In order to
qualify under the exemption provided by Rule 14a-2(b)(2) of Regulation 14A, FCEC
does not intend to contact or solicit proxies from more than 10 persons. FCEC
reserves the right to solicit additional stockholders in the event that it
decides to prepare and file the required proxy solicitation materials with the
Securities and Exchange Commision. FCEC also has engaged, and will continue to
engage, in communications with one or more of M-Wave's officers or members of M-
Wave's current Board of Directors regarding M-Wave and its operations.
FCEC is considering and exploring a variety of alternatives to maximize
stockholder value, including, without limitation: (1) the acquisition of any
additional securities of M-Wave, or the disposition of any securities of M-Wave;
(2) any extraordinary corporate transaction, such as a merger, reorganization or
liquidation of M-Wave or its subsidiaries; (3) a sale or transfer of a material
amount of assets of M-Wave or its subsidiaries; (4) any material change in the
present board of directors or management of M-Wave; (5) any material change in
the present capitalization of or dividend policy of M-Wave; (6) any material
change in M-Wave's business or corporate structure; (7) any change in M-Wave's
charter or by-laws or other actions which may impede the acquisition of control
of M-Wave by any person; (8) the termination of M-Wave's registration to be
quoted on the Nasdaq National Market; (9) the termination of M-Wave's
registration under the Securities Exchange Act of 1934; or (10) any action
similar to any of those enumerated above.
Page 8 of 25 Pages
<PAGE>
This Statement does not constitute a solicitation of a proxy, consent or
authorization for or with respect to the Company's 1998 annual meeting of
stockholders, or special meeting of stockholders or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on information contained in M-Wave's Quarterly Report filed on
Form 10-Q for the quarter ended September 30, 1998, there were 3,049,806 shares
of Common Stock outstanding as of November 6, 1998. As of the date of this
Statement, assuming that M-Wave has not issued any new shares of Common Stock
since November 6, 1998, FCEC beneficially owns directly (and FCFC and BANK ONE
may be deemed to beneficially own indirectly) 694,464 shares of Common Stock
representing 22.8% of the total outstanding shares of Common Stock. As of the
date of this Statement, Cross Creek owns directly 87,500 shares of Common Stock
representing 2.9% of the total outstanding shares of Common Stock. Each of
FCEC, FCFC and BANK ONE disclaim beneficial ownership of any shares of Common
Stock beneficially owned by Cross Creek.
(b) Subject to the Shareholder's Agreement, FCEC has the sole power to vote
or to direct the vote, and the sole power to dispose or to direct the
disposition, of the 694,464 shares of Common Stock acquired by it pursuant to
the Securities Purchase Agreement. Subject to the Shareholder's Agreement,
Cross Creek has the sole power to vote or to direct the vote, and the sole power
to dispose or direct the disposition, of the 87,500 shares of Common Stock
acquired by it pursuant to the Securities Purchase Agreement.
(c) Except as provided above, none of the Reporting Persons, nor to the
best knowledge of the Reporting Persons, the other persons named in Item 2 of
this Statement, beneficially owns any shares of Common Stock and in the 60 days
preceding the filing of this Statement, none of such persons has effected any
transactions in any shares of Common Stock.
(d) No other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Sale Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Reference is made to the responses to Items 2, 4 and 5 of this Statement
with respect to certain relationships among FCEC, FCFC, BANK ONE and Cross
Creek.
Shareholders Agreement.
- ----------------------
In connection with the acquisition of the Sale Shares by Purchasers,
Purchasers and Turek executed the Shareholders Agreement. Reference is made to
Item 4 for a discussion of certain agreements of Turek and Purchasers with
respect to voting their respective shares of Common Stock in connection with the
election of directors of M-Wave. In addition, subject to certain exceptions,
Turek agreed not to sell or otherwise transfer, from time to time, in the
aggregate, in excess of that number of shares of Common Stock which is achieved
by multiplying 100,000 by the sum of one plus the number of full years elapsed
since July 21, 1993 (except for sales made, in connection with a registered
offering in which Purchasers also participate), unless Purchasers have
previously disposed of in excess of such amount, in which case Turek shall be
entitled to dispose of that number of shares of Common Stock as shall have been
previously sold by Purchasers less than number of shares of Common Stock
previously sold by Turek in accordance with the Shareholders Agreement. Pursuant
to the Shareholders Agreement, Turek was also granted the right to participate
in any registered sale of Common Stock effected by Purchasers in accordance with
the Registration Rights Agreement or in any other sale effected by Purchasers,
subject to certain limitations. Each of Turek and Purchasers were granted
rights of first refusal with respect to shares of Common Stock proposed to be
sold by the other. The Shareholders Agreement terminates at such time as
Purchasers shall
Page 9 of 25 Pages
<PAGE>
hold less than 25% of the Common Stock originally acquired by them in accordance
with the Securities Purchase Agreement.
A copy of the Shareholders Agreement was filed as Exhibit A to the Original
Schedule 13D and is incorporated herein by reference.
Registration Rights Agreement.
In connection with the acquisition of the Sale Shares by Purchasers, M-
Wave, pursuant to a Registration Rights Agreement dated July 21, 1993 (the
"Registration Rights Agreement") by and among Purchasers and M-Wave, granted to
Purchasers certain registration rights with respect to the Sale Shares. The
Registration Rights Agreement provides Purchaser with the right to require M-
Wave to (i) subject to certain limitations, effect two registrations (or three
in the event of a proration in connection with the second registration) of the
Sale Shares under applicable U.S. securities laws upon demand by Purchasers;
provided that Purchasers are only entitled to one such registration prior to
July 21, 1996, and (ii) include, subject to certain limitations, at the request
of Purchasers, the Sale Shares in any registration of shares of Common Stock
initiated by M-Wave. In connection with the Registration Rights Agreement, M-
Wave and Purchasers have agreed to indemnify each other against certain
liabilities resulting from violations of the Securities Act of 1933 or other
applicable securities laws or regulations. The rights and obligations of
Purchasers under the Registration Rights Agreement are transferable by
Purchasers to transferees of the Sale Shares.
A copy of the Registration Rights Agreement was filed as Exhibit B to the
Original Schedule 13D and is incorporated herein by reference.
The summary of certain provisions of the Shareholders Agreement and the
Registration Rights Agreement set forth in this Statement is not intended to be
complete and is qualified in its entirety by reference to the detailed
provisions of the Shareholders Agreement and the Registration Rights Agreement,
originally filed as Exhibit A and Exhibit B to the Original Schedule 13D.
Except as set forth in this Statement, including the Exhibits hereto, to
the best knowledge of the Reporting Persons, no contract, arrangements,
understandings of relationships (legal or otherwise) exist among the persons
named in Item 2 or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
such securities, finders fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Shareholders Agreement, dated July 21, 1993, among Joseph A.
Turek, First Chicago Equity Corporation and Cross Creek
Partners II, incorporated by reference to Exhibit A of the
Original Schedule 13D.
Exhibit B -- Registration Rights Agreement, dated July 27, 1993, among M-
WAVE, INC., First Chicago Equity Corporation of Chicago and
Cross Creek Partners II, incorporated by reference to
Exhibit B of the Original Schedule 13D.
Exhibit C -- Revolving Credit Agreement, dated January 21, 1993, between
Cross Creek Partners II and First Chicago Investment
Corporation, incorporated by reference to Exhibit C of the
Original Schedule 13D.
Exhibit D -- Agreement relating to Joint Filing pursuant to Rule 13d-
1(f), dated November 16, 1998, by and among First Chicago
Equity Corporation, First Chicago Financial Corporation,
BANK ONE CORPORATION and Cross Creek Partners II.
Page 10 of 25 Pages
<PAGE>
Exhibit E -- Letter, dated November 17, 1998, to M-WAVE, INC. from First
Chicago Equity Corporation.
Page 11 of 25 Pages
<PAGE>
SIGNATURES
----------
After reasonable 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.
Date: November 17, 1998
FIRST CHICAGO EQUITY CORPORATION
By: /s/ Geoffrey L. Stringer
------------------------
Name: Geoffrey L. Stringer
Title: Chairman of the Board
FIRST CHICAGO FINANCIAL CORPORATION
By: /s/ David J. Vitale
-------------------
Name: David J. Vitale
Title: President
BANK ONE CORPORATION
By: /s/ David J. Vitale
--------------------
Name: David J. Vitale
Title: Vice Chairman
CROSS CREEK PARTNERS II
By: /s/ Eric C. Larson
-------------------
Name: Eric C. Larson
Title: General Partner
Page 12 of 25 Pages
<PAGE>
APPENDIX I
DIRECTORS OF FIRST CHICAGO EQUITY CORPORATION
---------------------------------------------
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
- ---------------------- -------------------- ------------------------
<S> <C> <C>
Garrett R. Glass Senior Vice President One First National Plaza
The First National Bank of Chicago Chicago, IL 60670
William J. Roberts Controller One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
Robert A. Rosholt Chief Financial Officer One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
Geoffrey L. Stringer Senior Vice President One First National Plaza
The First National Bank of Chicago Chicago, IL 60670
David J. Vitale Vice Chairman of the Board One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
</TABLE>
EXECUTIVE OFFICERS OF FIRST CHICAGO EQUITY CORPORATION
------------------------------------------------------
<TABLE>
<CAPTION>
NAME TITLE PRINCIPAL OCCUPATION
- ---- ------ ---------------------
<S> <C> <C>
Geoffrey L. Stringer Chairman of the Board Senior Vice President of
The First National Bank of Chicago*
David J. Vitale President Vice Chairman of the Board of
BANK ONE CORPORATION*
Robert A. Rosholt Executive Vice President Chief Financial Officer of
BANK ONE CORPORATION*
</TABLE>
* Such employment is conducted at One First National Plaza, Chicago, IL 60670.
Page 13 of 25 Pages
<PAGE>
APPENDIX II
DIRECTORS OF FIRST CHICAGO FINANCIAL CORPORATION
------------------------------------------------
<TABLE>
<CAPTION>
NAME TITLE BUSINESS ADDRESS
- ---- ----- ----------------
<S> <C> <C>
Verne G. Istock Chairman of the Board One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
Robert A. Rosholt Chief Financial Officer One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
Geoffrey L. Stringer Senior Vice President One First National Plaza
The First National Bank of Chicago Chicago, IL 60670
David J. Vitale Vice Chairman of the Board One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
</TABLE>
EXECUTIVE OFFICERS OF FIRST CHICAGO FINANCIAL CORPORATION
---------------------------------------------------------
<TABLE>
<CAPTION>
NAME TITLE PRINCIPAL OCCUPATION
- ---- ----- --------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board Chairman of the Board of
BANK ONE CORPORATION*
David J. Vitale President Vice Chairman of the Board of
BANK ONE CORPORATION*
</TABLE>
* Such employment is conducted at One First National Plaza, Chicago, IL 60670.
Page 14 of 25 Pages
<PAGE>
APPENDIX III
DIRECTORS OF BANK ONE CORPORATION
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
- ---- -------------------- ----------------
<S> <C> <C>
John H. Bryan Chairman of the Board and Three First National Plaza
Chief Executive Officer Suite 4400
Sara Lee Corporation Chicago, IL 60602-4260
Siegfried Buschmann Chairman and Chief Executive 3155 West Big Beaver Road
Officer P.O. Box 2601
The Budd Company Troy, MI 48007-2601
James S. Crown General Partner 222 North LaSalle Street
Henry Crown and Company Suite 2000
Chicago, IL 60601
Bennett Dorrance Chairman, Managing Director 4201 N. 24/th/ Street, Suite 120
DMB Associates Phoenix, AZ 85016
Dr. Maureen A. Fay, O.P. President 4001 West McNichols
University of Detroit Mercy Detroit, MI 48221
John R. Hall Retired Chairman, Chief Executive P.O. Box 391
Ashland, Inc. Ashland, KY 41105
Verne G. Istock Chairman of the Board One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670-0554
Laban P. Jackson, Jr. Chairman and Chief Executive 2365 Harrodsburg Road
Officer Suite B230
Clear Creek Properties, Inc. Lexington, KY 40504-3300
John W. Kessler Chairman P.O. Box 490
The New Albany Company New Albany, OH 43054
Richard J. Lehmann Vice Chairman One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670
William G. Lowrie President 200 East Randolph Drive, 30/th/ Floor
Amoco Corporation Chicago, IL 60601-7125
Richard A. Manoogian Chairman and Chief Executive 21001 Van Born Road
Officer Taylor, MI 48180
Masco Corporation
William T. McCormick, Jr. Chairman and Chief Executive 330 Town Center Drive
Officer Suite 1100
CMS Energy Corporation Dearborn, MI 48126
John B. McCoy President and Chief Executive One First National Plaza
Officer Chicago, IL 60670
BANK ONE CORPORATION
Thomas E. Reilly, Jr. Chairman of the Board 300 North Meridian Street
Reilly Industries, Inc. Suite 1500
Indianapolis, IN 46204-1763
</TABLE>
Page 15 of 25 Pages
<PAGE>
<TABLE>
<S> <C> <C>
John W. Rogers, Jr. Chairman and President 307 North Michigan Avenue
Ariel Capital Management, Inc. Suite 500
Chicago, IL 60601
Thekla R. Shackelford Education Consultant 6020 Havens Road
Gahanna, OH 43230
Alex Shumate Managing Partner 41 S. High Street, Suite 1300
Squire, Sanders & Dempsey Columbus, OH 43215
Frederick P. Stratton, Jr. Chairman and Chief Executive P.O. Box 702
Officer Milwaukee, WI 53201
Briggs & Stratton Corp.
John C. Tolleson Chairman and President 1601 Elm Street, 47/th/ Floor
The Tolleson Group Dallas, TX 75201
David J. Vitale Vice Chairman One First National Plaza
BANK ONE CORPORATION Chicago, IL 60670-0458
Robert D. Walter Chairman and Chief Executive 5555 Glendon Court
Officer Dublin, OH 43016
Cardinal Health, Inc.
</TABLE>
EXECUTIVE OFFICERS OF BANK ONE CORPORATION
<TABLE>
<CAPTION>
NAME TITLE WITH BANK ONE AND BUSINESS ADDRESS
- ----- PRINCIPAL OCCUPATION ------------------
-----------------------
<S> <C> <C>
Verne G. Istock Chairman of the Board One First National Plaza
Chicago, IL 60670
John B. McCoy President and Chief Executive One First National Plaza
Officer Chicago, IL 60670
Richard J. Lehmann Vice Chairman of the Board One First National Plaza
Chicago, IL 60670
David J. Vitale Vice Chairman of the Board One First National Plaza
Chicago, IL 60670
Marvin W. Adams Chief Technology Officer 1111 Polaris Parkway, Suite B-3
Columbus, OH 43240
William P. Boardman Head of Acquisitions 100 East Broad Street
Columbus, OH 43271-0261
Sherman I. Goldberg General Counsel and Secretary One First National Plaza
Chicago, IL 60670
Thomas E. Hoaglin Head of Operations 1111 Polaris Parkway, Suite B-3
Columbus, OH 43240
W. G. Jurgensen Head of Commercial Bank Products One First National Plaza
Chicago, IL 60670
</TABLE>
Page 16 of 25 Pages
<PAGE>
David J. Kundert Head of Investment Management 1111 Polaris Parkway
Second Floor, Suite 100
Columbus, OH 43240
Timothy P. Moen Head of Human Resources One First National
Plaza Chicago, IL 60670
Susan S. Moody Head of Commercial Bank One First National
Relationships Plaza Chicago, IL 60670
Robert A. Rosholt Chief Financial Officer One First National
Plaza Chicago, IL 60670
Ronald G. Steinhart Head of Commercial Bank - 1717 Main Street
Real Estate and Private Banking Dallas, TX 75201
Kenneth T. Stevens Head of Retail 1111 Polaris Parkway,
Suite A-2 Columbus, OH
43240
Richard W. Vague Head of Credit Card 201 Walnut Street
Wilmington, DE 19800
Richard R. Wade Head of Risk Management One First National
Plaza Chicago, IL 60670
Donald A. Winkler Head of Consumer Finance 100 East Broad Street
Columbus, OH 43271-0261
Page 17 of 25 Pages
<PAGE>
APPENDIX IV
CROSS CREEK PARTNERS II
GENERAL PARTNERS
NAME
----
Lawrence E. Fox
Eric C. Larson
Jeffrey V. Holway
Timothy A. Dugan
The individuals listed generally hold positions in one or more of FCEC and its
direct and indirect subsidiaries. Correspondence to all of the Cross Creek
general partners may be sent to Three First National Plaza, Chicago, Illinois
60670.
Page 18 of 25 Pages
<PAGE>
EXHIBIT D
AGREEMENT dated as of November 16, 1998 by and among First Chicago
Equity Corporation ("FCEC"), First Chicago Financial Corporation ("FCFC"), BANK
ONE CORPORATION ("BANK ONE") and Cross Creek Partners II ("Cross Creek").
WHEREAS, in accordance with Rule 13d-1(f) of the Securities Exchange
Act of 1934 (the "Act"), only one such statement need be filed whenever two or
more persons are required to file a statement pursuant to Section 13(d) of the
Act with respect to the same securities, provided that said persons agree in
writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Each of FCEC, FCFC, BANK ONE and Cross Creek does hereby agree, in
accordance with Rule 13d-1(f) under the Act, to file one Amendment No. 1 to
Statement on Schedule 13D relating to their ownership of the Common Stock of M-
WAVE, INC., and does hereby further agree that said Statement shall be filed on
behalf of each of FCEC, FCFC, BANK ONE and Cross Creek. Nothing herein shall be
deemed to be an admission that the parties hereto, or any of them, are members
of a "group" (within the meaning of Section 13(d) of the Act and the rules
promulgated thereunder) with respect to any securities of M-WAVE, INC.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
FIRST CHICAGO EQUITY CORPORATION
By: /s/ Geoffrey L. Stringer
---------------------------
Name: Geoffrey L. Stringer
Title: Chairman of the Board
FIRST CHICAGO FINANCIAL CORPORATION
By: /s/ David J. Vitale
---------------------------
Name: David J. Vitale
Title: President
BANK ONE CORPORATION
By: /s/ David J. Vitale
---------------------------
Name: David J. Vitale
Title: Vice Chairman
CROSS CREEK PARTNERS II
By: /s/ Eric C. Larson
---------------------------
Name: Eric C. Larson
Title: General Partner
Page 19 of 25 Pages
<PAGE>
EXHIBIT E
FIRST CHICAGO EQUITY CORPORATION
Three First National Plaza, Suite 1210
Chicago, Illinois 60670-0610
November 17, 1998
VIA MESSENGER
- -------------
M-WAVE, INC.
216 Evergreen Street
Bensenville, Illinois 60106
Attention: Secretary
Re: Notice of Proposed Director Nominees
------------------------------------
Dear Sir or Madam:
Pursuant to Section 3.12 of the By-Laws of M-WAVE, INC., a Delaware
corporation (the "Company"), notice is hereby given that the undersigned
stockholder of the Company intends to nominate the following two individuals to
serve as Directors of the Company at the Company's annual meeting of
stockholders (the "Annual Meeting"), currently scheduled for December 9, 1998:
Mr. Lawrence E. Fox
Mr. L. Christopher Saenger III
The undersigned hereby confirms that it is a stockholder of record as
of the date on which this notice is given and that First Chicago Equity
Corporation ("FCEC") owns of record an aggregate of 694,464 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). The
address for FCEC is Three First National Plaza, Suite 1210, Chicago, Illinois
60670-0610. FCEC was formerly known as First Capital Corporation of Chicago.
The undersigned believes that this notice is timely under the
Company's By-Laws, which require that such notice be delivered to the Company no
later than the close of business of the later of (i) the 30/th/ day prior to the
annual meeting (in the case of director nominations) or (ii) the 10/th/ day
following the date on which public announcement of the date of such meeting is
first made (in the event that the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from the anniversary date of the
preceding year's annual meeting). The Company's annual meeting for 1997 was
held on June 4, 1997. The undersigned believes that the first public
announcement of the date of the annual meeting occurred on November 9, 1998 upon
the filing of the Company's proxy statement with the Securities and Exchange
Commission.
The information relating to the foregoing nominees that is required to
be disclosed in solicitation of proxies for election of directors, or otherwise
required by, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is attached hereto as
Exhibit A. In addition, each nominee's written consent to serve as a Director
of the Company is attached hereto.
Page 20 of 25 Pages
<PAGE>
November 17, 1998
Page 21
Pursuant to the terms of the By-Laws, FCEC reserves the right to add
additional nominees as subsequently may be appropriate. The undersigned does
not intend to propose to bring any other business before the Annual Meeting.
Please be advised that FCEC intends to promptly file an Amendment No.
1 to its Schedule 13D reflecting the foregoing.
Sincerely,
First Chicago Equity Corporation
By: /s/ Geoffrey L. Stringer
---------------------------------
Name: Geoffrey L. Stringer
Title: Chairman of the Board
Page 21 of 25 Pages
<PAGE>
EXHIBIT A
---------
The information required by the Exchange Act is set forth below:
Lawrence E. Fox has been a Senior Vice President of First Chicago
Equity Corporation ("FCEC"), which is principally engaged in venture capital
investing, since May 1996 and prior thereto served as a Vice President of FCEC
since January 1996. In addition, Mr. Fox has also served as a Senior Vice
President of First Chicago Capital Corporation ("FCCC") since May 1995 and a
Senior Vice President of The First National Bank of Chicago since 1991. Mr. Fox
currently heads the equity unit of the Capital Investments Department. Mr. Fox
has previously been responsible for FCEC's leveraged debt funding and mezzanine
investments. Mr. Fox is a director of Sovereign Specialty Chemicals Inc. Mr.
Fox received his undergraduate degree from the University of Wisconsin and an
M.B.A. from the University of Chicago. Mr. Fox is 56 years old.
L. Christopher Saenger III currently serves as a Vice President of
FCCC, which is principally engaged in venture capital investing, and has been
employed by FCCC since October 1994. Mr. Saenger served as Associate at
Landmark Ventures, Inc. from May 1993 to October 1994. Mr. Saenger attended The
Wharton School of the University of Pennsylvania from September 1991 through May
1993. Mr. Saenger received a B.B.A. from the University of Notre Dame and an
M.B.A. from The Wharton School. Mr. Saenger is currently 31 years old.
Messrs. Fox and Saenger do not own any shares of Common Stock
individually. Mr. Fox, however, is the managing general partner of Cross Creek
Partners II ("Cross Creek") and, as a result, may be deemed to beneficially own
the 87,500 shares of Common Stock owned by Cross Creek.
Neither Mr. Fox nor Mr. Saenger has a family relationship (as defined
in Item 401 of Regulation S-K) with any of the Company's current Directors or
executive officers (as identified in the Company's Proxy Statement, dated
November 4, 1998). In addition, neither Mr. Fox nor Mr. Saenger have been
involved in any of the legal proceedings listed in Item 401(f) of Regulation S-K
during the past five years.
Messrs. Fox and Saenger are each employed by FCCC, which is an
affiliate of FCEC. FCEC currently owns an aggregate of 694,464 shares of Common
Stock. Due to the size of its holdings, FCEC may be deemed to be an affiliate
of the Company. FCEC and Cross Creek (collectively, the "First Chicago
Entities") have the following material relationships with the Company:
The First Chicago Entities and Joseph A. Turek are parties to a
Shareholders Agreement dated July 21, 1993 (the "Shareholders Agreement").
Pursuant to the Shareholders Agreement, Mr. Turek has agreed to vote his shares
of Common Stock in favor of the election to the Company's Board of Directors of
the greater of two, or one third of the total number of Directors of the
Company, designated by the First Chicago Entities. The First Chicago Entities
have also agreed to vote all of the shares of Common Stock they purchased from
Mr. Joel Dryer, former Chairman of
A-1
Page 22 of 25 Pages
<PAGE>
the Company, in favor of the election of Mr. Turek to the Board of Directors of
the Company. Messrs. Eric C. Larson and Timothy A. Dugan are directors of the
Company who have been designated by the First Chicago Entities pursuant to the
Shareholders Agreement.
In addition, subject to certain exceptions, Mr. Turek has agreed in
the Shareholders Agreement not to sell or otherwise transfer, in the aggregate,
in excess of that number of shares of Common Stock which is achieved by
multiplying 100,000 by the sum of one plus the number of full years elapsed
since July 21, 1993 (except for sales made in connection with a registered
offering in which the First Chicago Entities also participate), unless the First
Chicago Entities have previously disposed of in excess of such amount, in which
case Mr. Turek is entitled to dispose of that number of shares of Common Stock
as shall have been previously sold by the First Chicago Entities less that
number of shares of Common Stock previously sold by Mr. Turek in accordance with
the Shareholders Agreement. Pursuant to the Shareholders Agreement, Mr. Turek
has the right to participate in any registered sale of Common Stock effected by
the First Chicago Entities in accordance with the Registration Rights Agreement
(as defined below) or in any other sale effected by the First Chicago Entities,
subject to certain limitations. Each of Mr. Turek and the First Chicago
Entities are granted rights of first refusal under the Shareholders Agreement
with respect to shares of Common Stock proposed to be sold by the other. The
Shareholders Agreement terminates at such time as the First Chicago Entities
shall hold less than 25% of the Common Stock originally acquired by them from
Mr. Dryer on July 21, 1993.
The Company and the First Chicago Entities are parties to a
Registration Rights Agreement dated July 21, 1993 (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, the Company granted
to the First Chicago Entities certain registration rights with respect to the
shares of Common Stock acquired by the First Chicago Entities in July, 1993.
The Registration Rights Agreement provides the First Chicago Entities with the
right to require the Company, subject to certain limitations, to effect two
registrations (or three in the event of a proration in connection with the
second registration) of such shares under applicable securities laws upon demand
by the First Chicago Entities; provided that the First Chicago Entities are only
entitled to one such registration prior to July 21, 1996. The First Chicago
Entities are also entitled to request that such shares be included in any
registration of shares of Common Stock initiated by the Company. In connection
with the Registration Rights Agreement, the Company and the First Chicago
Entities have agreed to indemnify each other against certain liabilities under
the Securities Act of 1933 or other applicable securities laws.
A-2
Page 23 of 25 Pages
<PAGE>
CONSENT OF DIRECTOR NOMINEE
---------------------------
The undersigned hereby consents to being named in a proxy statement as
a nominee and to serving as a Director of M-WAVE, INC. if elected at the
Company's annual stockholders meeting for 1998, currently scheduled for December
9, 1998, or otherwise.
Date: November 16, 1998 /s/ Lawrence E. Fox
----------------------------
Signature
Lawrence E. Fox
----------------------------
Name
Page 24 of 25 Pages
<PAGE>
CONSENT OF DIRECTOR NOMINEE
---------------------------
The undersigned hereby consents to being named in a proxy statement as
a nominee and to serving as a Director of M-WAVE, INC. if elected at the
Company's annual stockholders meeting for 1998, currently scheduled for December
9, 1998, or otherwise.
Date: November 16, 1998 /s/ L. Chris Saenger
------------------------------
Signature
L. Chris Saenger
------------------------------
Name
Page 25 of 25 Pages
