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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
SKYLINE MULTIMEDIA ENTERTAINMENT, INC.
(NAME OF ISSUER)
SKYLINE MULTIMEDIA ENTERTAINMENT, INC.
(NAME OF PERSON(S) FILING STATEMENT)
REDEEMABLE CLASS B COMMON STOCK PURCHASE WARRANTS
(TITLE OF CLASS OF SECURITIES)
83083P126
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ZALMAN SILBER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
SKYLINE MULTIMEDIA ENTERTAINMENT, INC.
350 FIFTH AVENUE
NEW YORK, NEW YORK 10118
(212) 564-2224
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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AUGUST 11, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
PAGE 1 OF 3 PAGES
EXHIBIT INDEX AT PAGE 2
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee(1):
$673,126.00 $135.00
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(1) In accordance with Rule 240.0-11(b)(2) and Rule 240.0-11(a)(4) under the
Securities Exchange Act of 1934, the filing fee was calculated based upon
the closing bid price of $2.625 per share of Common Stock, multiplied by
256,429, the maximum number of shares of Common Stock sought to be exchanged
pursuant to the exchange offer.
/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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Amount Previously Paid: $135.00
Form or Registration No.: Schedule 13E-4
Filing Party: Skyline Multimedia Entertainment, Inc.
Date Filed: August 11, 1997
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This Amendment No. 2 (this 'Amendment') to Issuer Tender Offer Statement on
Schedule 13E-4 filed on August 11, 1997, as amended on September 9, 1997 (the
'Statement') is being filed by Skyline Multimedia Entertainment, Inc. (the
'Company'), a New York corporation, and relates to the offer by the Company to
holders of its outstanding Redeemable Class B Warrants (the 'Class B Warrants'),
upon and subject to the terms and conditions set forth in the Offering Circular,
dated August 11, 1997 (the 'Offering Circular'), filed as Exhibit (a)(i) to the
Statement, of one newly issued share of the Company's common stock, par value
$.001 per share (the 'Common Stock'), in exchange for each 7 outstanding Class B
Warrants (the 'Exchange Offer'). This Amendment is being filed to amend the
Items of the Statement as set forth below as a result of the extension of the
expiration date of the Exchange Offer to 5:00 p.m., New York City time, on
Tuesday, November 4, 1997, unless further extended. Capitalized terms used but
not otherwise defined herein have the meaning ascribed to such terms in the
Offering Circular.
ITEM 1. SECURITY AND ISSUER.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) of the Statement is amended by adding the following:
The Offering Circular is hereby amended to reflect the extension of the
Expiration Date of the Exchange Offer to 5:00 p.m., New York City time, on
Tuesday, November 4, 1997, unless further extended, and that tenders may be
withdrawn prior to the Expiration Date and unless theretofore accepted for
exchange, may be withdrawn after 5:00 p.m., New York City time, on Friday,
December 5, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Statement is amended by adding the following exhibit:
(a)(ix) Press release, dated October 7, 1997
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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.
SKYLINE MULTIMEDIA ENTERTAINMENT,
INC.
By: /s/ ZALMAN SILBER
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Zalman Silber
President and Chief Executive
Officer
Dated: October 6, 1997
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FOR IMMEDIATE RELEASE
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CONTACT: Steven Schwartz
Skyline Multimedia Entertainment Inc.
(212) 564-2224
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SKYLINE MULTIMEDIA ENTERTAINMENT, INC. ANNOUNCES
SECOND EXTENSION OF EXPIRATION DATE OF COMMON STOCK
EXCHANGE OFFERS FOR ITS CLASS A AND CLASS B WARRANTS
TO 5:00 P.M. NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 4, 1997
New York, New York, October 7, 1997--Skyline Multimedia Entertainment,
Inc. (NASDAQ:SKYL; SKYLU) announced today that it has extended the expiration
date of the exchange offers for all outstanding Class A and Class B Warrants to
5:00p.m. New York City time, on Tuesday, November 4, 1997 unless further
extended. The Company is offering to exchange one newly issued share of its
Common Stock for 3.5 outstanding Class A Warrants and one newly issued share of
its Common Stock for 7 outstanding Class B Warrants. The exchange offers were
extended as a result of the nonfulfillment of the condition requiring minimum
tender by the holders of at least 95% of outstanding Warrants of each class. The
Company has received tenders for approximately 85% of the outstanding Class A
Warrants and 85% of the outstanding Class B Warrants. The Company believes that
extending the Expiration Date will give Warrantholders more time to review the
exchange offer documents and complete the necessary paperwork in order to tender
their Warrants.
The Warrants and the Common stock are quoted on the NASDAQ Small-Cap
Market. As of October 6, 1997 (or the most recent trading date available), the
closing bid and last sale prices of the Common Stock, Class A Warrants and Class
B Warrants reported on the NASDAQ Small-Cap Market were $1.75 and $2.094, $.407
and $.594, and $.188 and $.313, respectively. The Warrants expire by their terms
on February 13, 1999, unless earlier redeemed.
Additionally, the previously announced letter of intent with Cowen &
Company with respect to a proposed financing has been terminated. The Company is
seeking alternative sources for a similar financing, however, there can be no
assurance that the Company will be successful in this regard or that the terms
of any proposed financing will be acceptable.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, which offer is made only by means of
the exchange offer documents.
Headquartered in New York, Skyline Multimedia Entertainment, Inc. is a
holding company engaged in the development and operation of state-of-the-art
location-based entertainment attractions worldwide. New York Skyline, Inc. a
wholly-owned subsidiary, owns and operates New York Skyride, the first flight
simulator in the metropolitan New York area. The New York Skyride is located in
the Empire State Building, New York's premier tourist attraction. Through
Skyline Virtual Realty, Inc., the Company owns and operates XS New York, New
York City's first and only virtual reality entertainment center, located in the
heart of Times Square. The Company is also currently engaged in the development
of additional attractions to be located at the Sydney Tower in Sydney, Australia
and the Woodfield Mall in Schaumberg, Illinois outside of Chicago.
