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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
FOOD COURT ENTERTAINMENT NETWORK, INC.
(Name of Issuer)
(AMENDMENT NO. 1)
FOOD COURT ENTERTAINMENT NETWORK, INC.
(Name of Person(s) Filing Statement)
CLASS A WARRANTS AND CLASS B WARRANTS
(Title of Class of Securities)
CLASS A WARRANTS 344690 11 0
CLASS B WARRANTS 344690 12 8
_________________________
(CUSIP Number of Class of Securities)
MR. JAMES N. PERKINS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 EAST 42ND STREET, 16TH FLOOR
NEW YORK, NEW YORK 10017
(212) 983-4500
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of
Person(s) Filing Statement)
COPY TO:
STEPHEN F. RITNER, ESQUIRE
STEVENS & LEE
ONE GLENHARDIE CORPORATE CENTER
P.O. BOX 236
WAYNE, PENNSYLVANIA 19087
(610) 964-1480
AUGUST 25, 1997
(Date Tender Offer First Published, Sent or
Given to Security Holders)
<PAGE>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,581,363 $316.33
_______________
* For purpose of calculation of a filing fee only. The amount
of the filing fee equals 1/50 of 1% of the value of the
securities to be exchanged. There is a public market for
the securities to be exchanged. Accordingly, the
transaction value is based upon the market value of the
Class A Warrants and Class B Warrants based on the closing
price of the Class A Warrants and Class B Warrants on the
Nasdaq SmallCap Market as of August 22, 1997.
[ ] 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.
Amount previously paid: N/A Filing party: N/A
Form or registration No.: N/A Date filed: N/A
<PAGE>
Food Court Entertainment Network, Inc. hereby amends and
supplements its Statement on Schedule 13E-4 filed with the
Securities and Exchange Commission on August 25, 1997. The
Exchange Offer has been extended until 5:00 p.m., New York City
time, on October 27, 1997. All other terms and conditions
contained in the Exchange Offer remain unchanged.
Exhibits (a)(7) (Press Release dated September 25, 1997) and
(a)(8) (Form of Letter to Holders of Warrants dated September 25,
1997), each reflecting the extension of the expiration date of
the Exchange Offer, are included herewith.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
*(a)(1) Offer to Exchange dated August 25, 1997.
*(a)(2) Form of Letter of Transmittal dated August 25,
1997.
*(a)(3) Form of Notice of Guaranteed Delivery dated
August 25, 1997.
*(a)(4) Form of Letter to Holders of Warrants from the
President of the Company.
*(a)(5) Form of Letter to the Holders of Warrants from
Brokers and Instructions from Holders of Warrants
to Broker regarding exchange.
*(a)(6) Press Release dated August 25, 1997.
(a)(7) Press Release dated September 26, 1997.
(a)(8) Form of Letter to the Holders of Warrants dated
September 25, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
______________________________
* Previously filed.
<PAGE>
SIGNATURE
After due 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.
FOOD COURT ENTERTAINMENT
Dated: September 25, 1997
By: /s/ James N. Perkins
James N. Perkins
President and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
*(a)(1) Offer to Exchange dated August 25, 1997.
*(a)(2) Form of Letter of Transmittal dated August 25,
1997.
*(a)(3) Form of Notice of Guaranteed Delivery dated
August 25, 1997.
*(a)(4) Form of Letter to Holders of Warrants from the
President of the Company.
*(a)(5) Form of Letter to the Holders of Warrants from
Brokers and Instructions from Holders of Warrants
to Broker regarding exchange.
*(a)(6) Press Release dated August 25, 1997.
(a)(7) Press Release dated September 26, 1997.
(a)(8) Form of Letter to the Holders of Warrants dated
September 25, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
______________________________
* Previously filed.
Exhibit (a)(7)
FOOD COURT ENTERTAINMENT NETWORK, INC. EXTENDS EXCHANGE OFFER
New York City, September 26, 1997 -- Food Court Entertainment
Network, Inc. (Nasdaq: FCENU, FCENA) announced today it has
extended until 5:00 p.m.(E.S.T.), October 27, 1997, its offer to
exchange 0.6 shares of Series A Common Stock for each outstanding
Class A Warrant and 0.4 shares of Series A Common Stock for each
outstanding Class B Warrant. All other terms and conditions of
the Exchange Offer remain unaffected.
The Exchange Offer was originally scheduled to expire on
September 26. The Company is proposing to complete the Exchange
Offer in order to substantially decrease the potential dilutive
effect the Warrants have on the Company's capital structure.
Exhibit (a)(8)
September 25, 1997
TO: Holders of Class A Warrants and Class B Warrants to purchase
shares of Series A Common Stock, par value $.01 per share,
and Class B Warrants of Food Court Entertainment Network,
Inc.
Ladies and Gentlemen:
You have previously been notified pursuant to the terms of
an Offering Circular dated August 25, 1997 and related Letter of
Transmittal that Food Court Entertainment Network, Inc. (the
"Company") is offering to exchange 0.6 shares of Series A Common
Stock for each outstanding Class A Warrant and 0.4 shares of
Series A Common Stock for each outstanding Class B Warrant.
Please be advised that the Company has extended the
expiration date of the Exchange Offer until 5:00 p.m., New York
City time, on October 27, 1997. The Exchange Offer will expire
at such time, unless extended, and remains subject to the same
terms and conditions as set forth in the Offering Circular and
Letter of Transmittal.
Very truly yours,
By /s/ James N. Perkins
James N. Perkins,
President and Chief Executive
Officer
