SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 2--Final Amendment)
Mafco Consolidated Group Inc.
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(Name of Issuer)
Mafco Consolidated Group Inc.
Mafco Consolidated Holdings Inc.
MCG Acquisition Inc.
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
559025 10 1
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(CUSIP Numbers of Class of Securities)
Barry F. Schwartz
Executive Vice President
Mafco Consolidated Group Inc.
Mafco Consolidated Holdings Inc.
MCG Acquisition Inc.
35 East 62nd Street
New York, New York 10021
(212) 572-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
with a copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
This statement is filed in connection with (check the appropriate box):
(a) |X| The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
(b) |_| The filing of a registration statement under the Securities Act
of 1933.
(c) |_| A tender offer.
(d) |_| None of the above.
Check the following box if soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
CALCULATION OF FILING FEE
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Transaction Amount of
valuation* Filing Fee**
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$115,896,198.00 $23,179.24
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of 3,459,588 shares of Common Stock, par value
$.01 per share, of Mafco Consolidated Group Inc. at $33.50 net per
share in cash.
** The amount of the filing fee, calculated in accordance with Rule
0-11(c) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate value of cash offered for such
number of shares.
|X| Check box if any part of the fee is offset by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $23,179.24 Filing Parties: Mafco Consolidated
Group Inc.
Form or Registration No.: Schedule 14C Date Filed: April 1, 1997
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement (the
"Statement") amends and supplements the Schedule 13E-3 of Mafco
Consolidated Holdings Inc., a Delaware corporation ("Parent"), Mafco
Consolidated Group Inc., a Delaware corporation (the "Company"), MCG
Acquisition Inc., a Delaware corporation (the "Purchaser") and Ronald O.
Perelman for the purpose of reporting the results of the Rule 13e-3
transaction.
The Statement relates to the merger (the "Merger") of the Purchaser
with and into the Company. The Merger was consummated on July 9, 1997, and
each share of the Company's common stock, par value $.01 per share
(collectively, the "Shares"), outstanding immediately prior to the time
when the Merger became effective (which occurred when the Certificate of
Merger was filed with the Secretary of State of the State of Delaware),
other than Shares held by the Company, Parent, the Purchaser or any other
subsidiary of Parent (which were cancelled), were converted into the right
to receive $33.50 in cash, without interest.
This Statement is being filed jointly by the Company, Parent, the
Purchaser and Ronald O. Perelman. By filing this Schedule 13E-3, none of
the joint signatories concedes that Rule 13e-3 under the Securities
Exchange Act of 1934, as amended, was applicable to the Merger or the other
transactions contemplated by the Agreement and Plan of Merger, dated as of
February 20, 1997, by and among the Company, Parent and the Purchaser.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Company's
definitive information statement (the "Information Statement"), filed on
June 10, 1997, with the Securities and Exchange Commission, of the
information required to be included in response to the items of this
Statement. A copy of the Information Statement, including all exhibits and
annexes thereto, is attached hereto as exhibit (d)(1) and is hereby
expressly incorporated herein by reference, and the responses to each item
in this Statement are qualified in their entirety by the information
contained in the Information Statement.
CROSS-REFERENCE SHEET
Item in Schedule 13E-3 Information Statement
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Item 1(a).......................... Front Cover Page of the Information
Statement; CERTAIN INFORMATION
CONCERNING THE COMPANY -- The Company
Item 1(b).......................... INTRODUCTION
Item 1(c).......................... MARKET PRICES AND DIVIDENDS -- Market
Prices
Item 1(d).......................... MARKET PRICES AND DIVIDENDS -- Dividends
Item 1(e).......................... *
Item 1(f).......................... CERTAIN INFORMATION CONCERNING THE
COMPANY -- The Company
Item 2(a)-(d); (g)................. INTRODUCTION; CERTAIN INFORMATION
CONCERNING THE COMPANY; CERTAIN
INFORMATION CONCERNING PARENT AND THE
PURCHASER; CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS -- Relationship
with Mafco Holdings
Item 2(e)-(f)...................... *
Item 3(a)(1)....................... SPECIAL FACTORS -- Interests of
Certain Persons in the Merger; CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Item 3(a)(2), (b).................. SPECIAL FACTORS -- Background of the
Merger; THE MERGER AGREEMENT; CERTAIN
INFORMATION CONCERNING THE COMPANY;
Annex A
Item 4............................. INTRODUCTION; SUMMARY; SPECIAL FACTORS
-- Certain Effects of the Merger; --
Interests of Certain Persons in the
Merger; SOURCE AND AMOUNT OF FUNDS;
THE MERGER AGREEMENT; Annex A
Item 5............................. SPECIAL FACTORS-- Purpose and
Structure of the Merger; -- Certain
Effects of the Merger; -- Plans for
the Company After the Merger; CERTAIN
INFORMATION CONCERNING PARENT AND THE
PURCHASER -- Directors and Executive
Officers
Item 6(a), (b)..................... SOURCE AND AMOUNT OF FUNDS; FEES AND
EXPENSES
Item 6(c), (d)..................... *
Item 7(a)-(c)...................... SPECIAL FACTORS -- Background of the
Merger; -- Determinations of the
Special Committee and the Board;
Fairness of the Merger; -- Purpose and
Structure of the Merger; -- Plans for
the Company After the Merger
Item 7(d).......................... SPECIAL FACTORS -- Purpose and
Structure of the Merger; -- Certain
Effects of the Merger; -- Plans for
the Company After the Merger; --
Interests of Certain Persons in the
Merger; -- Certain Federal Income Tax
Consequences to Stockholders; --
Accounting Treatment of the Merger;
STOCKHOLDERS' RIGHTS OF APPRAISAL; THE
MERGER AGREEMENT -- Dissenter's
Rights; CERTAIN INFORMATION CONCERNING
PARENT AND THE PURCHASER -- Directors
and Executive Officers; Annex C
Item 8(a)-(e)...................... INTRODUCTION; SPECIAL FACTORS --
Background of the Merger; --
Determinations of the Special
Committee and the Board; Fairness of
the Merger; -- Financial Advisor;
Fairness Opinion; -- Position of
Parent and the Purchaser; -- Purpose
and Structure of the Merger; Annex B
Item 8(f).......................... *
Item 9............................. INTRODUCTION; SPECIAL FACTORS --
Background of the Merger; --
Determinations of the Special
Committee and the Board; Fairness of
the Merger; -- Financial Advisor;
Fairness Opinions; Annex B
Item 10............................ INTRODUCTION; SPECIAL FACTORS --
Interests of Certain Persons in the
Merger; THE MERGER AGREEMENT --
Payment under Stock Options; CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
-- Relationship with Mafco Holdings;
-- Option Grant; SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Item 11............................ INTRODUCTION; SPECIAL FACTORS --
Interests of Certain Persons in the
Merger; THE MERGER AGREEMENT; CERTAIN
RELATIONSHIPS AND RELATED Transactions;
Annex A
Item 12............................ INTRODUCTION; SPECIAL FACTORS --
Background of the Merger; --
Determinations of the Special
Committee and the Board; Fairness of
the Merger; -- Position of Parent and
the Purchaser
Item 13(a)......................... STOCKHOLDERS' RIGHTS OF APPRAISAL; THE
MERGER AGREEMENT -- Dissenter's
Rights; Annex C
Item 13(b), (c).................... *
Item 14(a)......................... SUMMARY -- Selected Consolidated
Financial Data
Item 14(b)......................... *
Item 15(a)......................... SPECIAL FACTORS -- Purpose and
Structure of the Merger; -- Plans for
the Company After the Merger; --
Interests of Certain Persons in the
Merger; SOURCE AND AMOUNT OF FUNDS;
CERTAIN INFORMATION CONCERNING PARENT
AND THE PURCHASER -- Directors and
Executive Officers; FEES AND EXPENSES
Item 15(b)......................... *
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* Omitted because the answer is negative or the Item is not applicable.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the first page of the Information
Statement and under "CERTAIN INFORMATION CONCERNING THE COMPANY -- The
Company" in the Information Statement is incorporated herein by reference.
(b) The information set forth under "INTRODUCTION" in the
Information Statement is incorporated herein by reference.
(c) The information set forth under "MARKET PRICES AND DIVIDENDS --
Market Prices" in the Information Statement is incorporated herein by
reference.
(d) The information set forth under "MARKET PRICES AND DIVIDENDS --
Dividends" in the Information Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under "CERTAIN INFORMATION CONCERNING
THE COMPANY -- The Company" in the Information Statement is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) This Statement is being filed jointly by the Company
(which is the issuer of the class of equity securities that is the subject
of the Rule 13e-3 transaction), Parent and the Purchaser. The information
set forth under "INTRODUCTION," "CERTAIN INFORMATION CONCERNING THE
COMPANY," "CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER" and
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Relationship with Mafco
Holdings" in the Information Statement is incorporated herein by reference.
(e)-(f) During the last five years, none of the Company, Parent, the
Purchaser, nor, to the best of their knowledge, any of their directors and
executive officers (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth under "SPECIAL FACTORS -- Interests
of Certain Persons in the Merger" and "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS" in the Information Statement is incorporated herein by
reference.
(a)(2), (b) The information set forth under "SPECIAL FACTORS --
Background of the Merger," "THE MERGER AGREEMENT" and "CERTAIN INFORMATION
CONCERNING THE COMPANY" in the Information Statement and Annex A thereto is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth under "INTRODUCTION," "SUMMARY,"
"SPECIAL FACTORS -- Certain Effects of the Merger," "-- Interests of
Certain Persons in the Merger," "SOURCE AND AMOUNT OF FUNDS" and "THE
MERGER AGREEMENT" in the Information Statement and Annex A thereto is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under "SPECIAL FACTORS -- Purpose
and Structure of the Merger," "-- Certain Effects of the Merger," "-- Plans
for the Company After the Merger" and "CERTAIN INFORMATION CONCERNING
PARENT AND THE PURCHASER -- Directors and Executive Officers" in the
Information Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) The information set forth under "SOURCE AND AMOUNT OF FUNDS"
and "FEES AND EXPENSES" in the Information Statement is incorporated herein
by reference.
(c), (d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth under "SPECIAL FACTORS --
Background of the Merger," "-- Determinations of the Special Committee and
the Board; Fairness of the Merger," "-- Purpose and Structure of the
Merger" and "--Plans for the Company After the Merger" in the Information
Statement is incorporated herein by reference.
(d) The information set forth under "SPECIAL FACTORS -- Purpose and
Structure of the Merger," "-- Certain Effects of the Merger," "-- Plans for
the Company After the Merger," "-- Interests of Certain Persons in the
Merger," "-- Certain Federal Income Tax Consequences to Stockholders," "--
Accounting Treatment of the Merger," "STOCKHOLDERS' RIGHTS OF APPRAISAL,"
"THE MERGER AGREEMENT -- Dissenter's Rights" and "CERTAIN INFORMATION
CONCERNING PARENT AND THE PURCHASER -- Directors and Executive Officers" in
the Information Statement and Annex C thereto is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth under "INTRODUCTION," "SPECIAL
Factors -- Background of the Merger," "-- Determinations of the Special
Committee and the Board; Fairness of the Merger," "-- Financial Advisor;
Fairness Opinion," "-- Position of Parent and the Purchaser" and "--
Purpose and Structure of the Merger" in the Information Statement and Annex
B thereto is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under "INTRODUCTION," "SPECIAL
Factors -- Background of the Merger," "-- Determinations of the Special
Committee and the Board; Fairness of the Merger" and "--Financial Advisor;
Fairness Opinions" in the Information Statement and Annex B thereto is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth under "INTRODUCTION," "SPECIAL
Factors -- Interests of Certain Persons in the Merger," "THE MERGER
AGREEMENT -- Payment under Stock Options," "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS -- Relationship with Mafco Holdings," "-- Option
Grant" anD "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
in the Information Statement is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth under "INTRODUCTION," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE MERGER AGREEMENT" and
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" in the Information
Statement and Annex A thereto is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF
CERTAIN PERSONS WITH REGARD TO THE TRANSACTION.
(a)-(b) The information set forth under "INTRODUCTION," "SPECIAL
Factors -- Background of the Merger," "-- Determinations of the Special
Committee and the Board; Fairness of the Merger" and "-- Position of Parent
and the Purchaser" in the Information Statement is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under "STOCKHOLDERS' RIGHTS OF
APPRAISAL" and "THE MERGER AGREEMENT -- Dissenter's Rights" in the
Information Statement and Annex C thereto is incorporated herein by
reference.
(b), (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth under "SUMMARY -- Selected Consolidated
Financial Data" in the Information Statement and the information set forth
on pages F-1 through F-34 of the Mafco Consolidated Group Inc. Annual
Report on Form 10-K for the year ended December 31, 1996, filed as exhibit
(g) hereto, are incorporated herein by reference. Exhibit (g) is expressly
incorporated herein by reference pursuant to General Instruction D to
Schedule 13E-3.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth under "SPECIAL FACTORS -- Purpose and
Structure of the Merger," "-- Plans for the Company After the Merger," "--
Interests of Certain Persons in the Merger," "SOURCE AND AMOUNT OF FUNDS,"
"CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER -- Directors and
Executive Officers" and "FEES AND EXPENSES" in the Information Statement is
incorporated herein by reference.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information contained in the Information Statement is
incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Opinion of Morgan Stanley & Co., Incorporated (included as
Annex B to the Information Statement filed as Exhibit (d)(1) hereto).
(b)(2) Board presentation of Morgan Stanley & Co., Incorporated dated
February 20, 1997.
(c)(1) Agreement and Plan of Merger (included as Annex A to the
Information Statement filed as Exhibit (d)(1) hereto).
(c)(2) Registration Rights Agreement (incorporated by reference to
Exhibit 2 to the Schedule 13D dated June 26, 1995 filed by Mafco Holdings
Inc. and Mafco Consolidated Holdings Inc. in connection with the Common
Stock).
(d)(1) Information Statement and related Letter to Stockholders.
(d)(2) Press Release dated January 21, 1997.
(d)(3) Press Release dated January 30, 1997.
(d)(4) Press Release dated February 21, 1997.
(e) Section 262 of the DGCL (included as Annex C to the Information
Statement filed as Exhibit (d)(1) hereto).
(f) Not Applicable.
(g) Pages F-1 through F-34 of the Mafco Consolidated Group Inc.
Annual Report on Form 10-K for the year ended December 31, 1996.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 9, 1997 MAFCO CONSOLIDATED GROUP INC.
MAFCO CONSOLIDATED HOLDINGS INC.
MCG ACQUISITION INC.
By: /s/ Barry F. Schwartz
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Name: Barry F. Schwartz
Title: Executive Vice President
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 9, 1997 By: /s/ Ronald O. Perelman
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Ronald O. Perelman
EXHIBIT INDEX
Exhibit
Number Description
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(a) Not applicable
(b)(1) Opinion of Morgan Stanley & Co., Incorporated (included
as Annex B to the Information Statement filed as
Exhibit (d)(1) hereto)
(b)(2) Board presentation of Morgan Stanley & Co., Incorporated
dated February 20, 1997*
(c)(1) Agreement and Plan of Merger (included as Annex A to the
Information Statement filed as Exhibit (d)(1) hereto)
(c)(2) Registration Rights Agreement (incorporated by reference to
Exhibit 2 to the Schedule 13D dated June 26, 1995 filed by
Mafco Holdings Inc. and Mafco Consolidated Holdings Inc. in
connection with the Common Stock).
(d)(1) Information Statement and related Letter to Stockholders**
(d)(2) Press Release dated January 21, 1997*
(d)(3) Press Release dated January 30, 1997*
(d)(4) Press Release dated February 21, 1997*
(e) Section 262 of the DGCL (included as Annex C to
the Information Statement filed as Exhibit (d)(1) hereto)
(f) Not Applicable
(g) Pages F-1 through F-34 of the Mafco Consolidated Group Inc.
Annual Report on Form 10-K for the year ended December 31,
1996*
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* Filed on April 1, 1997
** Filed on June 10, 1997
