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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. 3)
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
(Name of Issuer)
MEI HOLDINGS, L.P.
(Name of Person Filing Statement)
Common Stock
(Titles of Classes of Securities)
624547105
(CUSIP Number of Class of Securities)
Daniel A. Decker, Esq.
MEI Holdings, L.P.
4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75201
(214) 229-4900
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
Copies to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
November 14, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
This statement is filed in connection with a tender offer.
Page 1 of 5 Pages
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This Amendment No. 3 to Rule 13E-3 Transaction Statement (the "Statement")
relates to a tender offer by MEI Holdings, L.P., a Delaware limited partnership
(the "Purchaser"), to purchase (i) any and all of the outstanding shares of
Common Stock (the "Shares") of Mountasia Entertainment International, Inc. (the
"Company") not now beneficially owned by the Purchaser at $3.50 per Share,
without interest, net to the seller in cash, (ii) any and all of the
outstanding 9% Subordinated Convertible Debentures Due November 1, 1999 of the
Company at par plus accrued and unpaid interest to the date of acceptance for
payment, net to the seller in cash, and (iii) all outstanding 9.1% Subordinated
Convertible Debentures Due January 1, 2002 of the Company at par plus accrued
and unpaid interest to the date of acceptance for payment, net to the seller in
cash, on the terms and subject to the conditions set forth in the Purchaser's
Offer To Purchase dated November 14, 1996, as supplemented and amended (the
"Offer To Purchase"), and the related Letters of Transmittal (which together
constitute the "Offers"). Terms used herein which are defined in the Statement
or the Offer To Purchase are used herein as so defined. Amendment No. 3 to
Schedule 14D-1 (the "Schedule 14D-1") is being filed by the Purchaser with the
Securities and Exchange Commission (the "Commission") contemporaneously with
this Statement.
CROSS REFERENCE SHEET
Item in Amendment Where located in
No. 3 to Amendment No. 3 to
Schedule 13E-3 Schedule 14D-1
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Item 10 Item 6
Item 17(d) Item 11(a)
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Item 10. Interest in Securities of the Issuer.
Item 10 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
(a)-(b) The answer to Item 6 of the Final Amendment to Schedule
14D-1 is incorporated herein by reference. On January 15, 1997, the
Purchaser issued a press release (the "Press Release") in connection with the
expiration of the Offers. A copy of the Press Release is filed as Exhibit
(a)(10) to the Final Amendment of the Schedule 14D-1 and as Exhibit (d)(10)
hereto and is incorporated herein by reference.
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Item 17. Material to be Filed as Exhibits.
(d) (10) Text of Press Release issued by the Purchaser, dated
January 16, 1997
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 16, 1997 MEI HOLDINGS, L.P.
By: MEI GenPar, L.P.
Its General Partner
By: HH GenPar Partners
Its General Partner
By: Hampstead Associates, Inc.
Its Managing General Partner
By: /s/ Daniel A. Decker
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Daniel A. Decker
Executive Vice President
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INDEX TO EXHIBITS
Exhibits
99.(d)(10) Text of Press Release issued by the Purchaser, dated
January 15, 1997
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Ex-99.(d)(10)
CONTACT
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Joseph Doherty
MacKenzie Partners, Inc.
(212) 929-5500
MOUNTASIA TENDER OFFERS COMPLETED
NEW YORK, NEW YORK, January 15, 1997. MEI Holdings, L.P., the largest
shareholder of Mountasia Entertainment International, Inc. (AMEX: MBE),
announced today that it had completed its previously announced tender offers
for Common Stock and two series of convertible debentures of Mountasia at $3.50
per share of Common Stock and par plus accrued interest for the debentures.
Based on a preliminary count by the depositary for the tender offers, MEI
Holdings purchased in the tender offers 7.5 million shares of Mountasia Common
Stock and $15.1 million aggregate principal amount of convertible debentures.
Unless and until shareholders approve conversion of the debentures and certain
other Mountasia equity securities held by MEI Holdings, the shares of Common
Stock purchased in the tender offer are subject to certain voting restrictions
or, in the case of the debentures, are convertible into non-voting equity
securities. Assuming such shareholder approval and therefore treating all the
Common Stock equivalents, and assuming (i) the conversion of all debentures
purchased in the tender offers at $3.50 per share, (ii) the completion of the
previously announced capital call by Mountasia on MEI Holdings for $22.7
million of additional capital at MEI Holdings' average per share investment
price for its initial investment last year, and (iii) the assumed issuance of
2.0 million of additional shares to MEI Holdings under the post-closing
adjustment provisions of the investment agreement entered into by MEI Holdings
and Mountasia last year, MEI Holdings would beneficially own 81.0% of
Mountasia's outstanding Common Stock. Prior to such shareholder approval, these
equity securities represent 49.9% of the presently total outstanding ordinary
voting power of Mountasia.
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