SEC Info - Spelling Entertainment Group Inc, et al. - ‘SC 13E3’ on 5/21/99 re: Spelling Entertainment Group Inc

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Spelling Entertainment Group Inc, et al. – ‘SC 13E3’ on 5/21/99 re: Spelling Entertainment Group Inc

As of: Friday, 5/21/99 · Accession #: 1047469-99-21892 · File #: 5-16325

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/21/99  Spelling Entertainment Group Inc  SC 13E3                2:95K  Spelling Entertainment Group Inc  Merrill Corp/New/FA
          Spelling Entertainment Group Inc
          Viacom Inc.
          Viacom International Inc.
          Vseg Acquisition

Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Tender-Offer Statement -- Going-Private               12     50K 
                          Transaction                                            
 2: EX-99.(B)(2)  Presentation of Lazard Frezes                       42    154K

SC 13E3 — Tender-Offer Statement — Going-Private Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Cross Reference Sheet Introduction Issuer and Class of Security Subject to the Transaction Item 10 Item 11 Item 13 Item 14 Item 15 Item 16 Item 17 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Present Intention and Recommendation of Certain Persons With Regard to the Offer and the Merger Schedule 13E-3
1	1st Page - Filing Submission
"	Schedule 13E-3
2	Introduction
3	Cross Reference Sheet
4	Item 1. Issuer and Class of Security Subject to the Transaction
"	Item 2
"	Item 3
"	Item 4
"	Item 5
5	Item 6
"	Item 7
"	Item 8
"	Item 9
"	Item 10
"	Item 11
6	Item 12. Present Intention and Recommendation of Certain Persons With Regard to the Offer and the Merger
"	Item 13
"	Item 14
"	Item 15
"	Item 16
"	Item 17

SC 13E3 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------

SPELLING ENTERTAINMENT GROUP INC.

(Name of Issuer)
--------------------------

SPELLING ENTERTAINMENT GROUP INC.

VSEG ACQUISITION INC.

VIACOM INTERNATIONAL INC.

VIACOM INC.

(Name of Person(s) Filing Statement)
--------------------------

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)
--------------------------

847807

(CUSIP Number of Class of Securities)
--------------------------

[Download Table]

MICHAEL D. FRICKLAS, ESQ. SALLY SUCHIL, ESQ.
VSEG ACQUISITION INC. SPELLING ENTERTAINMENT GROUP INC.
VIACOM INTERNATIONAL INC 5700 WILSHIRE BOULEVARD
VIACOM INC. LOS ANGELES, CA 90036-3659
1515 BROADWAY (323) 965-5700
NEW YORK, NY 10036
(212) 258-6000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
--------------------------

WITH COPIES TO:

[Download Table]

CREIGHTON O'M. CONDON, ESQ. ROBERT B. PINCUS, ESQ.
Shearman & Sterling Skadden, Arps, Slate, Meagher & Flom
599 Lexington Avenue One Rodney Square, 7(th) Floor
New York, NY 10022 Wilmington, DE 19801
(212) 848-4000 (302) 651-3000

------------------------

This statement is filed in connection with (check the appropriate box):

a. / / The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

b. / / The filing of a registration statement under the Securities Act of 1933.

c. /X/ A tender offer.

d. / / None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /

CALCULATION OF FILING FEE

[Download Table]

TRANSACTION VALUATION AMOUNT OF FILING FEE

$250,662,468 $50,133.00

* Calculated by multiplying $9.75, the per share tender offer price, by
25,708,971, the sum of the 18,081,798 shares of currently outstanding Common
Stock sought in the tender offer and the 7,627,173 shares of Common Stock
subject to options that will be vested as of the Effective Time of the
Merger, each as defined herein.

** Calculated as 1/50 of 1% of the transaction value.

/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.

[Enlarge/Download Table]

Amount Previously Paid: $50,133.00 Filing Party:VSEG Acquisition Inc., Viacom
Form or Registration No.: Schedule 14D-1/13D International Inc. and Viacom Inc.
Date Filed: May 21, 1999

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SC 13E3 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by (i) Viacom International Inc., a Delaware corporation
("Parent"), (ii) VSEG Acquisition Inc., a Delaware corporation ("Purchaser") and
a wholly owned subsidiary of Parent, (iii) Viacom Inc., a Delaware corporation
("Viacom"), and (iv) Spelling Entertainment Group Inc., a Delaware corporation
(the "Company"), pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended, and Rule 13e-3 thereunder, in connection with the tender offer
by Purchaser for all issued and outstanding shares (the "Shares") of common
stock, $0.001 par value, of the Company not already owned by Parent or any of
its affiliates, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 21, 1999 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
are filed as Exhibits (d)(1) and (d)(2) hereto, respectively. Parent is a wholly
owned subsidiary of Viacom Inc.

The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Tender Offer
Statement on Schedule 14D-1 filed by Parent and Purchaser (the "Schedule 14D-1")
with the Securities and Exchange Commission on the date hereof of the
information required to be included in this Schedule 13E-3. The information set
forth in the Schedule 14D-1, including all exhibits thereto, is hereby expressly
incorporated herein by reference as set forth in the Cross Reference Sheet and
the responses in this Schedule 13E-3, and such responses are qualified in their
entirety by reference to the information contained in the Offer to Purchase and
the annexes thereto.

The information contained in this Schedule 13E-3 concerning the Company,
including, without limitation, the information concerning the background of the
transactions, the deliberations of the Company's Board of Directors in
connection with the transaction, the opinion of the Company's financial advisor
and the Company's capital structure and historical financial statements and
projections, was supplied by the Company. Purchaser, Parent, and Viacom take no
responsibility for the accuracy of such information. The information contained
in this Schedule 13E-3 concerning Purchaser, Parent and Viacom was supplied by
Purchaser, Parent and Viacom. The Company takes no responsibility for the
accuracy of such information.

SC 13E3 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
CROSS REFERENCE SHEET

[Enlarge/Download Table]

ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
------------------------------------------------------------------------------------------- ---------------------

Item 1(a).................................................................................. Item 1(a)
Item 1(b).................................................................................. Item 1(b)
Item 1(c).................................................................................. Item 1(c)
Item 1(d).................................................................................. *
Item 1(e).................................................................................. *
Item 1(f).................................................................................. *
Item 2(a).................................................................................. Item 2(a)
Item 2(b).................................................................................. Item 2(b)
Item 2(c).................................................................................. Item 2(c)
Item 2(d).................................................................................. Item 2(d)
Item 2(e).................................................................................. Item 2(e)
Item 2(f).................................................................................. Item 2(f)
Item 2(g).................................................................................. Item 2(g)
Item 3(a).................................................................................. Item 3(a) and 3(b)
Item 3(b).................................................................................. Item 3(b)
Item 4..................................................................................... *
Item 5..................................................................................... Item 5
Item 6(a).................................................................................. Item 4(a)
Item 6(b).................................................................................. *
Item 6(c).................................................................................. Item 4(b)
Item 6(d).................................................................................. *
Item 7(a).................................................................................. Item 5
Item 7(b).................................................................................. *
Item 7(c).................................................................................. *
Item 7(d).................................................................................. *
Item 8..................................................................................... *
Item 9..................................................................................... *
Item 10(a)................................................................................. Item 6(a)
Item 10(b)................................................................................. *
Item 11.................................................................................... Item 7
Item 12(a)................................................................................. *
Item 12(b)................................................................................. *
Item 13.................................................................................... *
Item 14.................................................................................... *
Item 15(a)................................................................................. *
Item 15(b)................................................................................. Item 8
Item 16.................................................................................... Item 10(f)
Item 17.................................................................................... Item 11

* The Item is located in the Schedule 13E-3 only.

SC 13E3 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a)-(c) The response to Item 1(a)-(c) of the Schedule 14D-1 is incorporated
herein by reference.

(d) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 6. Price Range of Shares; Dividends" is incorporated herein by
reference.

(e) Not applicable.

(f) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Beneficial Ownership of Common Stock" and "THE TENDER OFFER--Section 8.
Certain Information Concerning Purchaser, Parent and Viacom" is incorporated
herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) and (g) This Statement is being filed by Purchaser, Parent, Viacom
and the Company. The response to Item 2 of the Schedule 14D-1 is incorporated
herein by reference as to Purchaser, Parent and Viacom. The information
concerning the name, state or other place of organization, principal business
and address of the principal office of Purchaser, Parent, Viacom and the
Company, and the information concerning the name, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment or occupation
is conducted, material occupations, positions, offices or employments during the
last five years and citizenship of each of the executive officers and directors
of Parent, Purchaser, Viacom Inc. and the Company is set forth under
"INTRODUCTION," "THE TENDER OFFER--Section 8. Certain Information Concerning
Purchaser, Parent and Viacom" and in Schedule I of the Offer to Purchase and is
incorporated herein by reference.

(e)-(f) The response to Item 2 of the Schedule 14D-1 is incorporated herein
by reference with respect to Purchaser, Parent and Viacom. During the last five
years, none of Purchaser, Parent, Viacom or the Company, nor, to the best
knowledge of Purchaser, Parent, Viacom or the Company, any of the persons listed
in Schedule I of the Offer to Purchase has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

(a)-(b) The response to Item 3 of the Schedule 14D-1 is incorporated herein
by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the Offer to Purchase on the cover page
thereof and under "INTRODUCTION," "SPECIAL FACTORS--Background of the Offer and
the Merger," "SPECIAL FACTORS--The Merger Agreement," "THE TENDER OFFER--Section
1. Terms of the Offer; Expiration Date," "THE TENDER OFFER--Section 2.
Acceptance for Payment and Payment for Shares," "THE TENDER OFFER--Section 3.
Procedures for Accepting the Offer and Tendering Shares," "THE TENDER
OFFER--Section 4. Withdrawal Rights," "THE TENDER OFFER--Section 12. Certain
Conditions of the Offer" and "THE TENDER OFFER--Section 15. Miscellaneous" is
incorporated herein by reference.

(b) Not applicable.

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a)-(e) The response to Item 5(a)-(e) of the Schedule 14D-1 is incorporated
herein by reference.

SC 13E3 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
(f)-(g) The response to Item 5(f)-(g) of the Schedule 14D-1 is incorporated
herein by reference.

ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a) The response to Item 4(a) of the Schedule 14D-1 is incorporated herein
by reference.

(b) The information set forth in the Offer to Purchase in "SPECIAL
FACTORS--Fees and Expenses" and "THE TENDER OFFER--Section 14. Solicitation Fees
and Expenses" is incorporated herein by reference.

(d) Not applicable.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a) The response to Item 5 of the Schedule 14D-1 is incorporated herein by
reference.

(b) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Background of the Merger" and "SPECIAL FACTORS--Purpose and Structure
of the Offer and the Merger; Reasons of Parent and Purchaser for the Offer and
the Merger" is incorporated herein by reference.

(c)-(d) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Background of the Offer and the Merger,"
"SPECIAL FACTORS--Recommendation of the Company's Board; Fairness of the Offer
and the Merger," "SPECIAL FACTORS--Purpose and Structure of the Offer and the
Merger; Reasons of Parent and Purchaser for the Offer and the Merger," "SPECIAL
FACTORS--Plans for the Company After the Offer and the Merger; Certain Effects
of the Offer and the Merger," "THE TENDER OFFER--Section 5. Certain U.S. Federal
Income Tax Consequences" and "THE TENDER OFFER--Section 11. Effect of the Offer
on the Market for the Shares, the NYSE, the PE and the Exchange Act
Registration" is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)-(e) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Background of the Offer and the Merger,"
"SPECIAL FACTORS--Recommendation of the Company's Board; Fairness of the Offer
and the Merger," "SPECIAL FACTORS--Position of Viacom Regarding Fairness of the
Offer and the Merger," "SPECIAL FACTORS--Purpose and Structure of the Offer and
the Merger; Reasons of Parent and Purchaser for the Offer and the Merger" is
incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a)-(c) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Background of the Offer and the Merger," "SPECIAL
FACTORS--Recommendation of the Company's Board; Fairness of the Offer and the
Merger," "SPECIAL FACTORS--Opinion of Lazard Freres," "SPECIAL FACTORS--Position
of Viacom Regarding Fairness of the Offer and the Merger" and in Schedule II is
incorporated herein by reference.

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) The response to Item 6(a) of the Schedule 14D-1 is incorporated
herein by reference.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.

The response to Item 7 of the Schedule 14D-1 and the information set forth
in the Offer to Purchase.

SC 13E3 6th Page of 12 TOC 1st Previous Next ↓Bottom Just 6th
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE OFFER AND THE MERGER.

(a)-(b) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS--Background of the Offer and the Merger,"
"SPECIAL FACTORS--Recommendation of the Company's Board; Fairness of the Offer
and the Merger," "SPECIAL FACTORS--Interests of Certain Persons in the Offer and
the Merger" and "SPECIAL FACTORS--Beneficial Ownership of Common Stock" is
incorporated herein by reference.

ITEM 13. OTHER PROVISIONS OF THE OFFER AND THE MERGER.

(a) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Rights of Stockholders in the Offer and Merger," "SPECIAL FACTORS--The
Merger Agreement" and in Schedule III is incorporated herein by reference.

(b) Not applicable.

ITEM 14. FINANCIAL INFORMATION.

(a) The information set forth in the Offer to Purchase under "THE TENDER
OFFER--Section 7. Certain Information Concerning the Company" is incorporated
herein by reference. In addition, the Company's audited financial statements for
the fiscal years ended December 31, 1997 and December 31, 1998, and the
Company's unaudited financial statements for the three-month periods ended March
31, 1998 and March 31, 1999, are attached to the Offer to Purchase as Schedules
IV and V thereto, respectively.

(b) Not applicable.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS--Background of the Offer and the Merger," and "SPECIAL FACTORS--Plans
for the Company After the Offer and the Merger; Certain Effects of the Offer and
the Merger" is incorporated herein by reference.

(b) The response to Item 8 of the Schedule 14D-1 is incorporated herein by
reference.

ITEM 16. ADDITIONAL INFORMATION.

The response to Item 10(f) of the Schedule 14D-1 is incorporated herein by
reference.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

(a) Not applicable.

(b)(1) Opinion of Lazard Freres & Co. L.L.C. dated May 14, 1999 (attached as
Schedule II to the Offer to Purchase).*

(b)(2) Presentation of Lazard Freres & Co. L.L.C. dated May 14, 1999.

(c)(1) Agreement and Plan of Merger, dated as of May 17, 1999, among Parent,
Purchaser and the Company.*

(c)(2) Form of Optionholder Agreement dated May 16, 1999 between Parent and
various holders of Options.*

(d)(1) Form of Offer to Purchase dated May 21, 1999.*

SC 13E3 7th Page of 12 TOC 1st Previous Next ↓Bottom Just 7th
(d)(2) Form of Letter of Transmittal.*

(d)(3) Form of Notice of Guaranteed Delivery.*

(d)(4) Form of Letter from VSEG Acquisition Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*

(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.*

(d)(6) Form of Letter to Participants in the Spelling Entertainment Group
Inc. 401(k) Savings Plan.

(d)(7) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*

(d)(8) Summary Advertisement as published in THE WALL STREET JOURNAL on May
21, 1999.*

(d)(9) Press Release issued by Viacom Inc. on May 17, 1999.*

(e) Section 262 of the Delaware General Corporation Law (attached as
Schedule III to the Offer to Purchase).*

(f) Not applicable.

------------------------

* Incorporated by reference to the Statement on Schedule 14D-1 filed by
Parent, Purchaser, and Viacom on May 21, 1999.

SC 13E3 8th Page of 12 TOC 1st Previous Next ↓Bottom Just 8th
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.

May 21, 1999

[Download Table]

VIACOM INTERNATIONAL INC.

By: /s/ MICHAEL D. FRICKLAS
-----------------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
and General Counsel

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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.

May 21, 1999

[Download Table]

VSEG ACQUISITION INC.

By: /s/ MICHAEL D. FRICKLAS
-----------------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
and General Counsel

SC 13E3 10th Page of 12 TOC 1st Previous Next ↓Bottom Just 10th
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.

May 21, 1999

[Download Table]

VIACOM INC.

By: /s/ MICHAEL D. FRICKLAS
-----------------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
and General Counsel

SC 13E3 11th Page of 12 TOC 1st Previous Next ↓Bottom Just 11th
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.

May 21, 1999

[Download Table]

SPELLING ENTERTAINMENT GROUP INC.

By: /s/ SALLY SUCHIL
-----------------------------------------
Name: Sally Suchil
Title: Senior Vice President
and General Counsel

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EXHIBIT INDEX

[Enlarge/Download Table]

EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------------------------------------------------

(a) Not applicable.
(b)(1) Opinion of Lazard Freres & Co. L.L.C. dated May 14, 1999 (attached as Schedule II to the Offer to
Purchase).*
(b)(2) Presentation of Lazard Freres & Co. L.L.C. dated May 14, 1999.
(c)(1) Agreement and Plan of Merger, dated as of May 17, 1999, among Parent, Purchaser and the Company.*
(c)(2) Form of Optionholders Agreement dated May 16, 1999 between Parent and various holders of Options.
(d)(1) Form of Offer to Purchase dated May 21, 1999.*
(d)(2) Form of Letter of Transmittal.*
(d)(3) Form of Notice of Guaranteed Delivery.*
(d)(4) Form of Letter from VSEG Acquisition Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.*
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.*
(d)(6) Form of Letter to Participants in the Spelling Entertainment Group Inc. 401(k) Savings Plan.
(d)(7) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(d)(8) Summary Advertisement as published in The Wall Street Journal on May 21, 1999.*
(d)(9) Press Release issued by Viacom Inc. on May 17, 1999.*
(e) Section 262 of the Delaware General Corporation Law (attached as Schedule III to the Offer to
Purchase).*
(f) Not applicable.

------------------------

* Incorporated by reference to the Statement on Schedule 14D-1 filed by
Parent, Purchaser, and Viacom on May 21, 1999.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13E3’ Filing	Date	First	Last	Other Filings

Filed on:	5/21/99	1	12	SC 13D, SC 14D1, SC 14D9
	5/17/99	6	12	8-K, SC 13D/A
	5/16/99	6	12
	5/14/99	6	12
	3/31/99	6		10-K, 10-Q
	12/31/98	6		10-K
	3/31/98	6		10-K, 10-Q
	12/31/97	6		10-K
				List all Filings

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Filing Submission 0001047469-99-021892 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Spelling Entertainment Group Inc, et al. – ‘SC 13E3’ on 5/21/99 re: Spelling Entertainment Group Inc

As of: Friday, 5/21/99 · Accession #: 1047469-99-21892 · File #: 5-16325

Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3Filing Table of Contents

SC 13E3 — Tender-Offer Statement — Going-Private TransactionDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents

SC 13E3 — Tender-Offer Statement — Going-Private Transaction
Document Table of Contents