SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A-4
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
MDI Entertainment, Inc.
(Name of Subject Company (Issuer))
Blue Suede Acquisition Corp.,
a wholly-owned subsidiary of Scientific Games International, Inc.
and
Scientific Games International, Inc.
a wholly-owned subsidiary of Scientific Games Corporation
(Name of Filing Persons (Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
552685109
(CUSIP Number of Class of Securities)
Martin E. Schloss, Esq.
Vice President, General Counsel
Scientific Games Corporation
750 Lexington Avenue
New York, New York 10022
(212) 754-2233
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
With
Copy to:
M. Timothy Elder, Esq.
Smith, Gambrell & Russell, LLP
Promenade II, Suite 3100
Atlanta GA 30309-3592
(404) 815-3500
CALCULATION OF FILING FEE
| Transaction Valuation*: |
Amount of Filing Fee**+: |
|
|---|---|---|
| $18,902,926.40 | $1,739.07 |
| Amount previously paid: | Form or registration no.: | |
| Filing Party: | Date Filed: |
Check the appropriate boxes below to designate any transactions to which the statement relates:
ý third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 4 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO, filed with the SEC initially on November 26, 2002, as amended on December 13, 2002, December 20, 2002, and December 23, 2002. The Tender Offer Statement on Schedule TO (the "Statement") relates to the offer by Blue Suede Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Scientific Games International, Inc., a Delaware corporation (the "Parent"), to purchase all the issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), of MDI Entertainment, Inc., a Delaware corporation (the "Company"), at a purchase price of $1.60 per share, net to the seller in cash. The terms and conditions of the offer are described in the Offer to Purchase, dated Tuesday, November 26, 2002, as amended on December 13, 2002, December 20, 2002, and December 23, 2002 (the "Offer to Purchase"), a copy of which as amended was filed as Exhibit (a)(1)(A) to Amendment No. 3 to the Schedule TO, and the related Letter of Transmittal and the instructions thereto, a copy of which was filed as Exhibit (a)(1)(B) to the initial Schedule TO (which, as they may be amended or supplemented from time to time, together constitute the "Offer").
Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement and is supplemented by the information specifically provided herein.
Items 1-11 of the Schedule TO are hereby further supplemented to add to the end thereof the following.
On January 10, 2003, Scientific Games Corporation issued a press release on behalf of Parent and Purchaser announcing that the offer to purchase all of the outstanding shares of common stock of MDI Entertainment, Inc. at a price of $1.60 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, expired on 12:00 midnight, New York City time, on January 9, 2003 and that Purchaser accepted for payment all Shares validly tendered and not withdrawn as of the Expiration Time. A copy of the press release is attached hereto as Exhibit (a)(5)(E) and is incorporated herein by reference. Based on preliminary information, as of the close of business on January 9, 2003, 8,686,957 shares of MDI's stock had been validly tendered into the offer which, together with the 708,333 shares already beneficially owned by Blue Suede and the 3,695,169 shares to be purchased from Steve Saferin pursuant to a separate stock purchase agreement, represented approximately 92% of MDI's outstanding common stock (based upon 14,203,526 shares outstanding as of January 9, 2003). The remaining untendered shares are expected to be acquired as soon as practicable pursuant to a short form merger under Delaware law.
2
| (a)(1)(A) | *** | Offer to Purchase, as further amended and marked to show changes from Exhibit(a)(1)(A) filed on December 13, 2002. |
| (a)(1)(B) | * | Letter of Transmittal. |
| (a)(1)(C) | * | Notice of Guaranteed Delivery. |
| (a)(1)(D) | * | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(E) | * | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(F) | * | Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9. |
| (a)(5)(A) | * | Joint Press Release issued by Scientific Games International, Inc. and MDI Entertainment, Inc. on November 19, 2002, filed under cover of the Schedule TO filed by Scientific Games Corporation, Inc. on November 19, 2002, and incorporated herein by reference. |
| (a)(5)(B) | * | Summary Advertisement as published in The New York Times on November 26, 2002. |
| (a)(5)(C) | * | Press Release issued by Scientific Games International, Inc. on November 26, 2002. |
| (a)(5)(D) | **** | Press Release issued by Scientific Games Corporation on behalf of Scientific Games International, Inc. and Blue Suede Acquisition Corp. on December 23, 2002 |
| (a)(5)(E) | Press Release issued by Scientific Games Corporation on behalf of Scientific Games International, Inc. and Blue Suede Acquisition Corp. on January 10, 2003 | |
| (d)(1) | * | Agreement and Plan of Merger, dated as of November 19, 2002, by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and MDI Entertainment, Inc. |
| (d)(1)-2 | ** | First Amendment to Agreement and Plan of Merger dated December 13, 2002 by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and MDI Entertainment, Inc. |
| (d)(1)-3 | *** | Second Amendment to Agreement and Plan of Merger dated December 20, 2002 by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and MDI Entertainment, Inc. |
| (d)(2) | * | Stock Purchase Agreement, dated as of November 19, 2002, by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and Steven M. Saferin (incorporated by reference to MDI Entertainment, Inc.'s Current Report on Form 8-K filed November 20, 2002). |
| (d)(3) | * | Employment Agreement, dated November 19, 2002, by and between Scientific Games International, Inc. and Steven M. Saferin. |
| (d)(4) | * | Non-Compete Agreement, dated as of November 19, 2002, by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and Steven M. Saferin. |
| (d)(5) | * | Mutual Confidentiality Agreement, dated February 28, 2002, by and between Scientific Games International, Inc. and MDI Entertainment, Inc. |
3
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.
| SCIENTIFIC GAMES CORPORATION | ||||
By: |
/s/ MARTIN E. SCHLOSS Name: Martin E. Schloss Title: Vice President, General Counsel |
|||
SCIENTIFIC GAMES INTERNATIONAL, INC. |
||||
By: |
/s/ C. GRAY BETHEA, JR. Name: C. Gray Bethea, Jr. Title: Vice President, Secretary and General Counsel |
|||
BLUE SUEDE ACQUISITION CORP. |
||||
By: |
/s/ C. GRAY BETHEA, JR. Name: C. Gray Bethea, Jr. Title: Vice President |
|||
Date: January 10, 2003
4
| EXHIBIT NO. |
DESCRIPTION |
|
|---|---|---|
| (a)(1)(A) | *** | Offer to Purchase, as further amended and marked to show changes from Exhibit(a)(1)(A) filed on December 13, 2002. |
| (a)(1)(B) | * | Letter of Transmittal. |
| (a)(1)(C) | * | Notice of Guaranteed Delivery. |
| (a)(1)(D) | * | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(E) | * | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(F) | * | Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute W-9. |
| (a)(5)(A) | * | Joint Press Release issued by Scientific Games International, Inc. and MDI Entertainment, Inc., on November 19, 2002, filed under cover of the Schedule TO filed by Scientific Games Corporation, Inc. on November 19, 2002 and incorporated herein by reference. |
| (a)(5)(B) | * | Summary Advertisement as published in The New York Times on November 26, 2002. |
| (a)(5)(C) | * | Press Release issued by Scientific Games International, Inc. on November 26, 2002. |
| (a)(5)(D) | **** | Press Release issued by Scientific Games Corporation on behalf of Scientific Games International, Inc. and Blue Suede Acquisition Corp. on December 23, 2002 |
| (a)(5)(E) | Press Release issued by Scientific Games Corporation on behalf of Scientific Games International, Inc. and Blue Suede Acquisition Corp. on January 10, 2003 | |
| (d)(1) | * | Agreement and Plan of Merger, dated as of November 19, 2002, by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and MDI Entertainment, Inc. |
| (d)(1)-2 | ** | First Amendment to Agreement and Plan of Merger dated December 13, 2002 by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and MDI Entertainment, Inc. |
| (d)(1)-3 | *** | Second Amendment to Agreement and Plan of Merger dated December 20, 2002 by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and MDI Entertainment, Inc. |
| (d)(2) | * | Stock Purchase Agreement, dated as of November 19, 2002, by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and Steven M. Saferin (incorporated by reference to MDI Entertainment, Inc.'s Current Report on Form 8-K filed November 20, 2002). |
| (d)(3) | * | Employment Agreement, dated November 19, 2002, by and between Scientific Games International, Inc. and Steven M. Saferin. |
| (d)(4) | * | Non-Compete Agreement dated November 19, 2002, by and among Scientific Games International, Inc., Blue Suede Acquisition Corp. and Steven M. Saferin. |
| (d)(5) | * | Mutual Confidentiality Agreement, dated February 28, 2002, by and between Scientific Games International, Inc. and MDI Entertainment, Inc. |