SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
MERIDIAN SPORTS INCORPORATED
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
589783 10 9
(CUSIP Number)
Barry F. Schwartz, Esq.
35 East 62nd Street
New York, New York 10021
(212) 572-8600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
February 10, 1999
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box (X)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
This statement amends and supplements the Statement on Schedule
13D, as amended (the "Schedule 13D"), filed with the Securities and
Exchange Commission by (i) Mafco Holdings Inc., a corporation organized
under the laws of the state of Delaware ("Mafco"), the sole stockholder of
which is Ronald O. Perelman and (ii) Meridian Sports Holdings Inc.
("Meridian Holdings", and together with Mafco, the "Reporting Persons"), an
indirect wholly-owned subsidiary of Mafco Holdings Inc., through RGI Group
Incorporated and a corporation organized under the laws of Delaware., in
connection with their ownership of shares of common stock, par value $.01
per share, of Meridian Sports Incorporated, a Delaware corporation (the
"Company"). Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following at the end thereof:
On February 10, 1999, Meridian Holdings proposed a transaction to
the Board of Directors of the Company pursuant to which Meridian Holdings
would acquire all publicly held shares of the Meridian Common Stock at a
price of $0.55 per share in cash.
In light of the overlapping equity ownership between Meridian
Holdings and the Company, Meridian Holdings requested that the Company form
a special committee of independent directors to consider its proposal.
In response to Meridian Holdings' proposal the Company formed a
special committee of independent directors, to be chaired by Martin D.
Payson.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following at the end thereof:
Exhibit V - Letter from Meridian Sports Holdings Inc. dated
February 10, 1999 to Meridian Sports Incorporated
SIGNATURE
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: February 11,1999
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
-----------------------
Name: Glenn P. Dickes
Title: Vice President
MERIDIAN SPORTS HOLDINGS INC.
By: /s/ Glenn P. Dickes
-------------------------
Name: Glenn P. Dickes
Title: Vice President
EXHIBIT V
MERIDIAN SPORTS HOLDINGS INC.
35 East 62nd Street
New York, New York 10021
February 10, 1999
Board of Directors
Meridian Sports Incorporated
625 Madison Avenue
New York, New York 10022
Gentlemen:
I am pleased to propose, for your consideration, a transaction
pursuant to which Meridian Sports Holdings Inc. would acquire all publicly
held shares of Meridian Sports Incorporated common stock at a price of
Fifty-Five Cents ($0.55) per share in cash.
Our proposal is, of course, conditioned upon the execution of a
definitive agreement which would contain appropriate representations,
warranties, covenants, and conditions customary for transactions of this
nature.
We understand that, in light of the overlapping equity ownership
between Meridian Sports Holdings Inc. and Meridian Sports Incorporated, you
are forming a special committee of independent directors (the "Special
Committee") to consider our proposal. Both we and our financial and legal
advisors are at your disposal to render whatever assistance or provide any
further details with respect to our proposal that you may require.
Moreover, we are all prepared to meet with the Special Committee and its
legal and financial advisors at your earliest convenience.
We very much appreciate your willingness to consider our proposal
and look forward to working with you towards its successful completion.
Very truly yours,
MERIDIAN SPORTS HOLDINGS INC.
By: /s/ Howard Gittis
----------------------
Name: Howard Gittis
Title: Vice Chairman
