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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(INFORMATION PURSUANT TO RULE 13D-101)
AUDITS & SURVEYS WORLDWIDE, INC.
(NAME OF SUBJECT COMPANY)
UNITED INFORMATION ACQUISITION CORP.
UNITED INFORMATION GROUP, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01
(TITLE OF CLASS OF SECURITIES)
050839109
(CUSIP NUMBER OF CLASS OF SECURITIES)
RICHARD M. BLOCK, ESQ.
UNITED INFORMATION GROUP, INC.
TWO WORLD TRADE CENTER, SUITE 5550
NEW YORK, NY 10048
(212) 306-0850
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COPY TO:
JAMES E. ABBOTT, ESQ.
CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NY 10005
(212) 732-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
MARCH 23, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
Exhibit Index is on Page 4
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Page 1 of 5 Pages
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14D-1 AND 13D
CUSIP NO. 050839109
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1. Names of Reporting Persons: United Information Acquisition Corp.
S.S. or I.R.S. Identification No. of Above Person: Not applicable
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2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
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6. Citizenship or Place of Organization
DELAWARE
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7. Aggregate Amount Beneficially Owned by Each Reporting Person*
12,786,053*
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
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9. Percent of Class Represented by Amount in Row (7)
97.5%
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10. Type of Reporting Person (See Instructions)
CO
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Page 2 of 5 Pages
<PAGE>
14D-1 AND 13D
CUSIP NO. 050839109
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(1) Name of Reporting Persons: United Information Group, Inc.
S.S. I.R.S. Identification No. of Above Person: 36-2948619
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(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) / /
(b) / /
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions)
WC
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
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(6) Citizenship or Place of Organization:
Delaware
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(7) Aggregate Amount Beneficially Owned by Each Reporting Person*
12,786,053*
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(8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See
Instructions)
/ /
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(9) Percent of Class Represented by Amount in Row (7)
97.5%
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(10) Type of Reporting Person (See instructions)
CO, HC
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(Page 3 of 5 Pages)
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* This Amendment No. 1 (Final Amendment) amends the Tender Offer Statement on
Schedule 14D-1 (as amended hereby, the "Statement") relating to the offer
by United Information Acquisition Corp., a Delaware corporation
("Purchaser") and wholly-owned subsidiary of United Information Group,
Inc., a Delaware corporation, to purchase all outstanding shares of common
stock, par value $.01 per share (the "Shares"), of Audits & Surveys
Worldwide, Inc. (the "Company"), at a price of $3.24 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated January 26, 1999 and related Letter of
Transmittal, copies of which have been filed as Exhibits (a)(1) and (a)(2),
respectively (the "Offer").
This Statement on Schedule 14D-1 also constitutes a Statement on Schedule
13D with respect to the acquisition by Purchaser of the Shares.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a) - (e) The information set forth in "Section 10. Background of the
Offer; Contacts with the Company; Merger Agreement; Inducement Agreement;
Employment Amendments -- The Merger Agreement -- Stockholders Meeting" is hereby
deleted and replaced by the following:
On March 23, 1999, Purchaser merged with and into the Company pursuant to
the approval of the Board of Directors and sole shareholder of Purchaser.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the tenth paragraph of the
Introduction and in "Section 10. Background of the Offer; Contacts with the
Company; Merger Agreement; Inducement Agreement; Employment Amendments -- The
Merger Agreement -- Stockholders Meeting" is hereby deleted and replaced by the
following:
On March 23, 1999, Purchaser merged with and into the Company pursuant to
the approval of the Board of Directors and sole shareholder of Purchaser.
Item 6 is hereby further supplemented and amended by adding at the end
thereof the following:
The Offer expired at 12:00 Midnight, New York City Time, on Tuesday,
February 23, 1999. Based on information provided by United States Trust Company
of New York, the depositary for the Offer, as of such time, a total of
12,786,053 Shares were validly tendered and not properly withdrawn pursuant to
the Offer, and were accepted for payment by Purchaser. These Shares represent
approximately 97.5% of the 13,116,596 Shares outstanding.
The consummation of the Offer and the merger of Purchaser into the Company
were publicly announced in press releases on February 24,1999 and March 24,
respectively, copies of which are attached as Exhibit (a)(10) and Exhibit
(a)(11).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is amended by the addition of the following Exhibit thereto:
(a)(10) Press Release, dated February 24, 1999
(a)(11) Press Release, dated March 24, 1999
(Page 4 of 5 Pages)
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SIGNATURE
After due and 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.
March 24, 1999
UNITED INFORMATION GROUP, INC.
By: /s/ Richard Block
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Name: Richard Block
Title: President
UNITED INFORMATION ACQUISITION CORP.
By: /s/ Richard Block
-----------------------------------------
Name: Richard Block
Title: President
Page 5 of 5 Pages
TENDER OFFER FOR
AUDITS & SURVEYS WORLDWIDE, INC.
CONSUMMATED
NEW YORK, NEW YORK, February 24, 1999 -- United Information Acquisition
Corp. ("Acquisition") announced today the consummation of its offer (the
"Offer") to purchase all outstanding shares of common stock of Audits & Surveys
Worldwide, Inc. ("Audits") at a price of $3.24 per share, net to the seller in
cash.
Of the approximately 13,117,000 shares outstanding, approximately
12,786,000, or 97.5%, were validly tendered in the Offer. All such shares were
accepted. In view of the reduced public distribution, Audits is evaluating
whether it meets the requirements of the American Stock Exchange for continued
listing.
The Offer was conducted pursuant to an agreement, which also provides that
Acquisition will consummate a merger with Audits. As a result of the merger,
which is expected to occur in May of 1999, all remaining holders of Audits'
shares will receive $3.24 per share, net to the holder in cash, and Audits will
become a wholly-owned indirect subsidiary of United News & Media plc.
United News & Media is a leading trade exhibition organizer, corporate news
distributor and newspaper, business magazine and advertising periodical
publisher.
# # #
AUDITS & SURVEYS WORLDWIDE, INC.
CONSUMMATES MERGER
NEW YORK, NEW YORK, March 24, 1999 -- United News & Media plc announced
today that United Information Acquisition Corp. ("Acquisition"), a wholly-owned
indirect subsidiary of United News & Media, had merged with and into Audits &
Surveys Worldwide, Inc. ("Audits"), effective March 23, 1999. Acquisition had
acquired approximately 97.5% of the outstanding common shares of Audits by means
of an agreed tender offer which expired on February 23, 1999. As a result of the
merger, Audits became a wholly-owned indirect subsidiary of United News & Media,
and the other shareholders of Audits became entitled to receive $3.24 per share,
net to the holder in cash.
The American Stock Exchange halted trading in the shares as of the close of
business on the effective date of the merger, and has advised Audits that it
will commence proceedings to delist the shares.
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