<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. 2 )*
-----
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)
December 18, 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 19 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>
- ----------------------- ---------------------
CUSIP NO. 554034 10 8 13D PAGE 2 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
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
23.4% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 554034 10 8 13D PAGE 3 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
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>
- ----------------------- ---------------------
CUSIP NO. 554034 10 8 13D PAGE 4 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
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
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 HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 554034 10 8 13D PAGE 5 OF 19 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1
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
0
OWNED BY
-----------------------------------------------------------
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
3.7% (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 (the "Commission") on August 2, 1993 (the "Original Schedule 13D")
and as amended and restated by the Amendment No. 1 to Schedule 13D filed with
the Commission on November 19, 1998 (the "Amended 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. 2 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 (the "Company" or "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 as a result of their ownership of warrants to purchase
an aggregate of 781,964 shares 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 that may be deemed 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 Securities Exchange Act of 1934, as amended (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 Statement.
The agreement among the Reporting Persons relating to this joint filing of this
Statement 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,
Page 6 of 19 Pages
<PAGE>
insurance, investment and merchant banking, trust, brokerage, investment
management, leasing and data processing.
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
and Joel S. Dryer ("Dryer"), FCEC and Cross Creek acquired from Dryer an
aggregate of 781,964 shares (the "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 Shares acquired by
it was internal capital. The source of funds of Cross Creek for the acquisition
of the 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 C to the Original Schedule 13D.
Pursuant to Stock Purchase Agreements (the "Stock Purchase Agreements"),
each dated as of December 18, 1998, between the Company and FCEC and Cross
Creek, the Company repurchased the Shares from FCEC and Cross Creek for an
aggregate consideration equal to: (i) $781,964 in cash or $1.00 per share and
(ii) warrants to purchase an aggregate of 781,964 shares of Common Stock upon
the terms and subject to the conditions set forth therein (the "Warrants").
Item 4. Purpose of Transaction.
FCEC and Cross Creek purchased the Shares pursuant to the Securities
Purchase Agreement solely for investment purposes.
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 was then scheduled for December
9, 1998. A copy of the Notice was filed as Exhibit E to the Amended Schedule
13D and is incorporated herein by reference.
Page 7 of 19 Pages
<PAGE>
In its Notice, FCEC indicated that it intended 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
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. FCEC intended to nominate the Nominees in an effort to gain
control of the Board. In the Amended Schedule 13D, FCEC indicated that it
believed 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 had not demonstrated a willingness to fully consider all actions that
would maximize stockholder value.
On or about November 23, 1998, counsel to M-Wave contacted counsel to FCEC
to arrange a meeting to explore the possibility of engaging in a transaction
with FCEC in exchange for which FCEC would agree not to nominate the Nominees to
stand for election at the Company's annual meeting. On or about December 1,
1998, FCEC and its counsel met with the Company and its counsel. At such
meeting, the parties agreed in principle to a transaction whereby the Company
would repurchase the Shares from FCEC and Cross Creek at an aggregate price of
$781,964 in cash and the Warrants. M-Wave agreed to postpone its annual meeting
pending the negotiations of definitive documents. Between December 4, 1998 and
December 17, 1998, the parties negotiated the terms of the definitive documents
relating to such transaction. On December 18, 1998, the parties executed the
Stock Purchase Agreements and completed the transactions contemplated thereby.
In connection with such transactions, Messrs. Timothy A. Dugan and Eric C.
Larson resigned from the Board of Directors of M-Wave. In addition, FCEC
withdrew its Notice of proposed director nominees and agreed to promptly amend
its Amended Schedule 13D to reflect such withdrawal and the terms of the Stock
Purchase Agreements.
In their respective Stock Purchase Agreements, each of FCEC and Cross Creek
have agreed, for a period of 18 months following the execution thereof, not to,
directly or indirectly, (a) acquire, offer to acquire beneficial ownership of
any Common Stock or interest therein except pursuant to exercise of the
Warrants; (b) solicit, initiate or participate in any "solicitation" of
"proxies" or become a "participant" in any "election contest" (as such terms are
defined or used in Regulation 14A under the Exchange Act, but (x) disregarding
clause (iv) of Rule 14a-1(1)(2) and (y) including any exempt solicitation
pursuant to Rule 14a-2(b)(1) or Rule 14a-2(b)(2)); call, or in any way
participate in a call for, any special meeting of stockholders of the Company
(or take any action with respect to acting by written consent of the Company's
stockholders); request, or take any action to obtain or retain any list of
holders of any securities of the Company; or initiate or propose any stockholder
proposal or participate in the making of, or solicit stockholders for the
approval of, any stockholder proposal; (c) form, join or in any way participate
in a "group" (within the meaning of Section 13(d)(3) of Exchange Act) with
respect to any Common Stock (or any securities the ownership of which would make
the owner thereof a beneficial owner of Common Stock; (d) seek Board
representation or the removal of any directors of the Company or a change in the
composition or size of the Board; (e) take any action, or disclose any intent,
purpose, plan or proposal, with respect to the Stock Purchase Agreements, the
Company or its affiliates or the Board, management, policies, affairs,
securities or assets of the Company or its affiliates that seeks to influence or
control the management, Board or policies of the Company, or otherwise is
inconsistent with the Stock Purchase Agreements, including any action, intent,
purpose, plan or proposal that is conditioned on, or would require the Company
or any of its affiliates to make any public disclosure relating to, any such
action, intent, purpose, plan, proposal or condition; (f) request any waiver,
modification, termination or amendment of this paragraph or any relinquishment
by the Company of any rights with respect thereto; or (g) assist, advise,
encourage or act in concert with any person with respect to, or seek to do, any
of the foregoing.
The Warrants are exercisable at any time prior to the fifth anniversary of
the date of issuance (the "Issue Date") in the event that the Company publicly
announces its intention to enter into an
Page 8 of 19 Pages
<PAGE>
Extraordinary Transaction. For purposes of the Warrants, "Extraordinary
Transaction" is defined to include any of the following involving the Company or
any of its material subsidiaries: (i) any merger, consolidation, share exchange,
recapitalization, business combination or other similar transaction, which in
each case is effected in such a way that the holders of shares of Common Stock
are entitled to receive stock, securities or assets with respect to or in
exchange for shares of Common Stock; (ii) any sale, lease, exchange, transfer or
other disposition of 60% or more of the assets of the Company and its
subsidiaries; taken as a whole, in a single transaction or series of
transactions, (iii) any tender offer or exchange offer for 50% or more of the
outstanding shares of capital stock of the Company; (iv) any voluntary or
involuntary dissolution, liquidation or other winding up of the Company or any
of its material subsidiaries; (v) any "person" or "group" (as such term is used
in Section 13(d)(3) and 14(d) of the Exchange Act) (other than Joseph A. Turek)
solely by virtue of any voting agreements he may have with FCEC or Cross Creek
and their affiliates) becomes, directly or indirectly, the "beneficial owner"
(as defined in Rule 13(d)(3) and 13(d)(5) under the Exchange Act) of more than
50% of the combined voting power of the then outstanding securities of the
Company entitled to vote generally in the election of directors of the Company
("Voting Power"); or (vi) the sale by the Company of shares of common stock or
other capital stock (or securities convertible into common stock or other
capital stock) that represent greater than 25% of the outstanding Voting Power
before such issuance.
Upon consummation of any Extraordinary Transaction of the type set forth in
clause (i) or (iv) of the preceding paragraph, and without any action on the
part of the holders of the Warrants, the Warrants will be automatically canceled
with respect to any remaining shares of Common Stock for which the holder has
not properly exercised.
The exercise price per share of Common Stock (the "Exercise Price") subject
to the Warrants is equal to:
<TABLE>
<CAPTION>
Date of Exercise Exercise Price
---------------- --------------
<S> <C>
Before First Anniversary of the Issue $1.00
Date
From the First Anniversary until the $1.05
day preceding the Second Anniversary
of the Issue Date
From the Second Anniversary until the $1.10
day preceding the Third Anniversary
of the Issue Date
From the Third Anniversary until the $1.15
day preceding the Fourth Anniversary
of the Issue Date
From the Fourth Anniversary until the $1.20
day preceding the Fifth Anniversary of
the Issue Date
</TABLE>
FCEC and Cross Creek currently intend to hold the Warrants solely for
investment purposes.
Neither the Reporting Persons, nor to the best knowledge of the Reporting
Persons, any person identified in Appendix I, Appendix II, Appendix III and
Appendix IV, has any present plans or proposals to effect: (1) the acquisition
of any additional securities of M-Wave, or the disposition
Page 9 of 19 Pages
<PAGE>
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.
The summary of certain provisions of the Stock Purchase Agreements and the
Warrants set forth in this Statement is not intended to be complete and is
qualified in its entirety by reference to the detailed provisions of such
agreements, which have been filed as Exhibit F and Exhibit G hereto.
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 and giving effect to the repurchase of the Shares, FCEC
may be deemed to beneficially own directly (and FCFC and BANK ONE may be deemed
to beneficially own indirectly) the 694,464 shares of Common Stock that are
issuable upon the exercise of the Warrants held by FCEC. Giving effect to the
exercise of these Warrants, FCEC would own approximately 23.4% of the total
outstanding shares of Common Stock. As of the date of this Statement, Cross
Creek may be deemed to beneficially own directly 87,500 shares of Common Stock
that are issuable upon the exercise of the Warrants held by Cross Creek. Giving
effect to the exercise of these Warrants, Cross Creek would own approximately
3.7% of the total outstanding shares of Common Stock. Each of FCEC, FCFC and
BANK ONE disclaim beneficial ownership of any shares of Common Stock that may be
deemed beneficially owned by Cross Creek.
(b) 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 that are issuable upon the exercise of the Warrant held by FCEC. 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 that are
issuable upon the exercise of the Warrant held by Cross Creek.
(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 Warrants on the underlying shares of Common Stock.
(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 Shares
by FCEC and Cross Creek, FCEC, Cross Creek and Turek executed a Shareholders
Agreement dated July 21, 1993 (the "Shareholders Agreement"). The Shareholders
Agreement terminated as a result of the
Page 10 of 19 Pages
<PAGE>
repurchase by the Company of the Shares under the Stock Purchase Agreements. 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
Shares by FCEC and Cross Creek, M-Wave, pursuant to a Registration Rights
Agreement dated July 21, 1993 (the "Registration Rights Agreement") by and among
FCEC, Cross Creek and M-Wave, granted to FCEC and Cross Creek certain
registration rights with respect to the Shares. The Registration Rights
Agreement terminated as a result of the repurchase by the Company of the Shares
under the Stock Purchase Agreements. A copy of the Registration Rights
Agreement was filed as Exhibit B to the Original Schedule 13D and is
incorporated herein by reference.
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.
Exhibit E -- Letter, dated November 17, 1998, to M-WAVE, INC. from First
Chicago Equity Corporation, incorporated by reference to
Exhibit E and the Amended Schedule 13D.
Exhibit F -- Stock Purchase Agreements, each dated December 18, 1998 by
and between M-WAVE, INC. and First Chicago Equity Corporation
and Cross Creek Partners II, incorporated by reference to
Exhibit 2.1 and Exhibit 2.2, respectively, of the Form 8-K,
dated December 21, 1998, filed by M-WAVE, Inc. (the "Form
8-K").
Exhibit G -- Warrants, dated December 18, 1998, issued by M-WAVE, INC. in
favor of First Chicago Equity Corporation and Cross Creek
Partners II, incorporated by reference to Exhibit 2.3 and
Exhibit 2.4, respectively, of the Form 8-K.
Page 11 of 19 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: December 23, 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 19 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 19 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 19 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 19 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 19 Pages
<PAGE>
<TABLE>
<S> <C> <C>
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 Plaza
Relationships 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
</TABLE>
Page 17 of 19 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 19 Pages
<PAGE>
EXHIBIT D
AGREEMENT dated as of December 23, 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. 2 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 19 Pages
