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As filed with the Securities and Exchange Commission on June 12, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-4
(Final Amendment)
RULE 13E-4 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
(Name of Issuer)
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
Common Stock, No Par Value
(Title of Class of Securities)
624 547 105
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(CUSIP Number of Class of Securities)
L. Scott Demerau
Chairman of the Board, Chief Executive Officer and President
Mountasia Entertainment International, Inc.
5895 Windward Parkway, Suite 220
Alpharetta, Georgia 30202-4182
(770) 442-6640
(Name, Address and Telephone Number of Persons Authorized to Receive Notice
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Edward J. Hardin, Esq.
Rogers & Hardin
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 422-5700
March 29, 1996
(Date Tender Offer First Published, Sent or
Given to Security Holders)
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Calculation of Filing Fee
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Transaction Valuation(*) Amount of Filing Fee
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$24,920,000 $4,984
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(*)Determined on the basis of (i) the maximum number of shares of common stock,
no par value, of the Company to be exchanged by holders (7,000,000) and (ii)
the average of the high and low prices of the common stock reported by the
Nasdaq National Market System on March 28, 1996 ($3.56).
[X] Check box if any part of the fee is offset as provided 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.
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<S> <C>
Amount previously paid: $4,984 Filing party: Mountasia Entertainment International, Inc.
Form or registration No.: Schedule 13E-4 Date filed: March 29, 1996
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This Final Amendment to Schedule 13E-4 amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 originally filed on March 29,
1996, as amended by Amendment No. 1 thereto filed on April 26, 1996 (as so
amended, the "Schedule 13E-4"), relating to the offer by the Company to
exchange one (1) share of the Company's Class E Preferred Stock, with a
liquidation value of $12.00 per share (the "Class E Stock"), for two (2) shares
of the Company's Common Stock, no par value, up to a maximum of 7,000,000
shares of the Common Stock, upon the terms and subject to the conditions set
forth in the Offer to Exchange dated March 29, 1996 (the "Offering Circular")
and related Letter of Transmittal (which together constitute the "Exchange
Offer"). All capitalized terms not defined herein shall have the meanings
ascribed to them in the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is amended by adding the following paragraph thereto:
The Company has terminated the Exchange Offer without exchanging any
shares of Common Stock. The Exchange Offer was originally scheduled
to terminate on April 26, 1996, but was extended to June 24, 1996.
The Company exercised its right to terminate the Exchange Offer on
June 3, 1996. As of the date of such termination, certain material
conditions to the Exchange Offer had not been satisfied and the
Company had received a proposal relating to a $40 million equity
investment in the Company. The Company is advised by the Exchange
Agent that as of June 3, 1996, approximately 1.1 million shares of
Common Stock had been tendered for exchange.
A press release dated June 6, 1996 announcing the termination of the
Exchange Offer and the proposed equity investment is attached hereto
as Exhibit (a)(9) and incorporated herein by this reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by adding the following exhibit:
(a)(9) Press Release Dated June 6, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment is true, complete and correct.
Dated: June 12, 1996 MOUNTASIA ENTERTAINMENT
INTERNATIONAL, INC.
By: /s/ L. Scott Demerau
----------------------------------------------
L. Scott Demerau
Chairman of the Board, President and Chief
Executive Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit Sequentially
Number Description Page
<S> <C> <C>
(a)(1) Offering Circular dated March 29, 1996 . . . . . . . . . . . . . . . . . (*)
(a)(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9) dated March 29, 1996 . . . (*)
(a)(3) Notice of Guaranteed Delivery . . . . . . . . . . . . . . . . . . . . . . (*)
(a)(4) Letter from Mountasia Entertainment International, Inc. to brokers,
dealers, commercial banks, trust companies and other nominees dated March
29, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (*)
(a)(5) Letter from brokers, dealers, commercial banks and trust companies to
their clients dated March 29, 1996 . . . . . . . . . . . . . . . . . . . (*)
(a)(6) Guidelines for Certification of Taxpayer Identification Number of
Substitute W-9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (*)
(a)(7) Press Release Dated April 1, 1996 . . . . . . . . . . . . . . . . . . . . (*)
(a)(8) Press Release Dated April 25, 1996 . . . . . . . . . . . . . . . . . . . (*)
(a)(9) Press Release Dated June 6, 1996 . . . . . . . . . . . . . . . . . . . .
(c)(1) Articles of Amendment to the Articles of Incorporation of Mountasia
Entertainment International, Inc. . . . . . . . . . . . . . . . . . . . . (*)
</TABLE>
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(*) Previously filed.
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[LOGO] MOUNTASIA
ENTERTAINMENT
INTERNATIONAL, INC.(R)
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. TO RECEIVE
$40 MILLION COMMON STOCK INVESTMENT
ATLANTA, June 6 /PRNewswire/ -- Mountasia Entertainment International,
Inc. (Nasdaq-NNM: FUNN) announced today that it had entered into an agreement
pursuant to which an outside investment group will invest $40 million in the
Company. Under the agreement, the investment group will receive approximately
44.4% of the Company's Common Stock outstanding as of the closing. The
arrangements with the investment group also include a commitment to provide up
to $30 million of additional capital in certain circumstances.
In light of the pending investment, Mountasia announced that it had
terminated its previously announced exchange offer for Common Stock and amended
its shareholder rights plan to exempt the proposed investment therefrom.
As an accommodation to Mountasia, between now and the anticipated
closing in early July, the investment group will make available to the Company
up to $33 million of interim financing, which will be used to refinance
approximately $11 million of existing secured debt (which has been in default),
to redeem or repurchase up to $2.5 million of subordinated debt and preferred
stock, and to fund enhancements to the Company's family entertainment centers
and Company-owned developments, including acquisitions. It is anticipated that
the interim financing will be exchanged for Common Stock and that the balance
of the $40 million equity commitment will be paid in cash at the closing.
After the equity investment is completed, the Company intends to enter into a
permanent credit facility with a bank or other financial institution, which
would both replace the interim debt financing and be expanded to provide
capital for growth.
The Company also said that the investment agreement includes
antidilution provisions under which additional shares of Common Stock would be
issued to adjust for any post-closing issuances of Common Stock under existing
commitments below 130% of the per-share investment price as of the closing. The
investment group will be entitled to minority representation on the Company's
Board of Directors, but will not be permitted to increase its equity stake to
50% or more without the approval of the Company's outside directors.
-more-
5895 WINDWARD PARKWAY, SUITE 220 - ALPHARETTA, GEORGIA 30202-4182
PHONE - 404-442-6640 - FAX 404-442-6644 - FAX 404-442-6655
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L. Scott Demerau, Mountasia's Chief Executive Officer said, "We believe
that the investment arrangements give Mountasia an exciting opportunity to
pursue its growth strategy without the type of capital constraints under which
the Company has been laboring."
The Common Stock investment is subject to confirmatory due diligence and
other closing conditions, and there can be no assurance that the contemplated
investment will be consummated. Were the transaction not to close, it is
anticipated that the interim financing facility provided by the investment group
would be refinanced within 18 months. The investment is scheduled to be
completed in early July.
Upon repayment of certain of the Company's existing obligations from the
proceeds of the pending Common Stock investment, the Company will recognize an
extraordinary non-cash expense estimated at $2.3 million (pre-tax) for the
write-off of unamortized debt financing costs. In addition, the Company is
currently reviewing its future plans for each of its owned family entertainment
centers and partnership interests. This review could result in adjustments to
the carrying values of these assets and corresponding expenses in the Company's
current fiscal year. The Company expects to complete this review prior to the
completion of the pending investment and the aggregate of these charges is
preliminarily estimated to be approximately $1.5 million in the current period.
Headquartered in Atlanta, Georgia, Mountasia Entertainment
International, Inc. is a leader in the family entertainment center industry,
with 53 company owned or licensed family fun centers located in the United
States and four other countries. Mountasia has been publicly traded since
November, 1993.
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/CONTACT: Margaret Schaeffer, Investor Relations, or Greg Waters,
Chief Financial Officer, 770-442-6640, both of Mountasia Entertainment
International, Inc./
(FUNN)
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