United Information Acquisition Corp, et al. – ‘SC 14D1’ on 1/26/99 re: Audits & Surveys Worldwide Inc, et al.

As of:  Tuesday, 1/26/99   ·   Accession #:  1047469-99-2215   ·   File #s:  5-16091 (SC 13D), 5-16091

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Tender-Offer Statement -- Third-Party Tender Offer     8     37K 
10: EX-99.(C)(1)  Miscellaneous Exhibit                               42    160K 
11: EX-99.(C)(2)  Miscellaneous Exhibit                               10     33K 
 2: EX-99.1(A)  Miscellaneous Exhibit                                 40    202K 
 3: EX-99.2(A)  Miscellaneous Exhibit                                 12     56K 
 4: EX-99.3(A)  Miscellaneous Exhibit                                  2     15K 
 5: EX-99.4(A)  Miscellaneous Exhibit                                  2     14K 
 6: EX-99.5(A)  Miscellaneous Exhibit                                  3     14K 
 7: EX-99.6(A)  Miscellaneous Exhibit                                  5±    17K 
 8: EX-99.7(A)  Miscellaneous Exhibit                                  2     11K 
 9: EX-99.A(8)  Miscellaneous Exhibit                                  4     20K 

SC 14D1   —   Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents

SC 14D1
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

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)

JANUARY 19, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
CALCULATION OF FILING FEE 

Transaction valuation: $43,169,693                                              
Amount of filing fee: $8,634                                                    

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

*   For purposes of calculating amount of fee only. This amount assumes the     
   purchase of 13,935,355 shares of Common Stock, par value $.01 per share, of
   Audits & Surveys Worldwide, Inc. at a price of $3.24 per share. Such number
    of shares represents all outstanding shares as of January 19, 1999, plus the
 number of shares issuable upon the exercise of all outstanding options or
  other rights to acquire shares, and the valuation amount is reduced by the
exercise price of such rights.                                          

[ ] 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.                                 

                                                                [Download Table]
                                                                               
Amount Previously Paid: N/A                  Filing Party: N/A                 

Form or Registration No.: N/A                Date Filed: N/A                   

                                             Exhibit Index is located on Page 8

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14D-1 AND 13D 

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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*               

6,389,618*                                                              

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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)                           

48.7%                                                                   

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10. Type of Reporting Person (See Instructions)                                 

CO                                                                      

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14D-1 AND 13D 

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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*               

6,389,618*                                                              

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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)                           

48.7%                                                                   

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(10) Type of Reporting Person (See instructions)                                

CO,HC                                                                   

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*   This Statement on Schedule 14D-1 relates to the offer by United Information 
Acquisition Corp., a Delaware corporation ("Purchaser") and wholly-owned
subsidiary of United Information Group, Inc., a Delaware corporation    
 ("Parent"), 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 (the "Offer to Purchase") and related Letter of  
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and 
(a)(2), respectively (the "Offer").                                     

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 On January 19, 1999, Purchaser, the Company and United News & Media Group
Limited entered into an Agreement and Plan of Merger (the "Merger       
Agreement") pursuant to which, subject to certain terms and conditions, 
Purchaser agreed to commence the Offer to Purchase, and following       
    consummation thereof, to merge with and into the Company. In connection with
the Merger Agreement, Purchaser and certain stockholders of the Company 
beneficially owning in the aggregate 6,389,618 Shares (representing     
  approximately 48.7% of the issued and outstanding Shares and approximately
45.9% of the Shares on a fully diluted basis) entered into an Inducement
Agreement dated as of January 19, 1999 (the "Inducement Agreement"),    
   pursuant to which, among other things, each such stockholder has agreed (i)
to grant Purchaser an irrevocable proxy to vote and otherwise act with  
respect to the Shares then owned by such stockholder in favor of the    
    approval and adoption of the Merger Agreement, the Merger (as defined in the
Merger Agreement) and all the transactions contemplated by the Merger   
Agreement and the Inducement Agreement and any other actions required in
furtherance thereof and against any other proposal for any business     
 combination between the Company and any other person or entity other than
 Purchaser during the period specified therein, (ii) to grant an option to
purchase such Shares at a price of $3.24 per Share, under certain       
circumstances, and (iii) to tender the Shares held by such stockholder  
pursuant to the Offer. Copies of the Merger Agreement and the Inducement
    Agreement have been filed as Exhibit (c)(1) and Exhibit (c)(2), respectively
 to this Schedule 14D-1 and 13D, and are incorporated herein by reference.

 This Statement on Schedule 14D-1 also constitutes a Statement on Schedule
   13D with respect to the acquisition by Purchaser of beneficial ownership of
the Shares subject to the Inducement Agreement. The item numbers and    
   responses thereto below are in accordance with the requirements of Schedule
14D-1.                                                                  

ITEM 1. SECURITY AND SUBJECT COMPANY.                                           

  (a) The name of the subject company is Audits & Surveys Worldwide, Inc., a
Delaware corporation (the "Company"), which has its principal executive offices 
at 650 Avenue of the Americas, New York, New York 10011.                        

 (b) This Statement on Schedule 14D-1 relates to the offer by Purchaser to
purchase all outstanding Shares of the Company, at $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 and related Letter of Transmittal, copies of which are        
attached hereto as Exhibits (a)(1) and (a)(2), respectively. Based upon         
information provided by the Company there were 13,116,136 Shares outstanding as 
of January 19, 1999. The information set forth in the introduction of the Offer 
to Purchase is incorporated herein by reference.                                

  (c) The information set forth in "Section 6. Price Range of the Shares" of
the Offer to Purchase is incorporated herein by reference.                      

ITEM 2. IDENTITY AND BACKGROUND.                                                

(a)-(d), (g) This statement is being filed by Parent and Purchaser. The 
information concerning the name, state or other place of organization, its      
principal business and the address of its principal office with respect to each 
of Parent and Purchaser are set forth in the Introduction and "Section 8.       
Certain Information Concerning Purchaser and Parent" of the Offer to Purchase is
incorporated herein by reference.                                               

    (e)-(f) During the last five years, neither the Purchaser nor Parent nor, to
the best knowledge of the Purchaser and Parent, any of the persons listed on    
Schedule I to the Offer to Purchase, has (i) been convicted in a criminal       
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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.                                                                           

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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.   

  (a)-(b) The information set forth in "Section 10. Background of the Offer;
Contacts with the Company; Merger Agreement; Inducement Agreement; Employment   
Amendments;" of the Offer to Purchase is incorporated herein by reference.      

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

   (a) The information set forth in "Section 9. Financing of the Offer and the
Merger" of the Offer to Purchase is incorporated herein by reference.           

(b)-(c) Not applicable.                                                 

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" and "Section 11. Purpose of the Offer; Plans for the Surviving      
Corporation after the Offer and the Merger" of the Offer to Purchase is         
incorporated herein by reference.                                               

   (f)-(g) The information set forth in "Section 6. Price Range of the Shares"
and "Section 13. Effect of the Offer on Market for Shares; American Stock       
Exchange Listing; Registration under the Exchange Act" of the Offer to Purchase 
is incorporated herein by reference.                                            

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                          

(a) The information set forth in the Introduction, "Section 8. Certain  
Information Concerning Purchaser and Parent" and "Section 10. Background of the 
Offer; Contacts with the Company; Merger Agreement; Inducement Agreement;       
Employment Amendments" of the Offer to Purchase is incorporated herein by       
reference.                                                                      

(b) The information set forth in the Introduction, "Section 8. Certain  
Information Concerning Purchaser and Parent" and "Section 10. Background of the 
Offer; Contacts with the Company; Merger Agreement; Inducement Agreement;       
Employment Amendments" of the Offer to Purchase is incorporated herein by       
reference.                                                                      

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.                                           

The information set forth in the Introduction, "Section 8. Certain      
Information Concerning Purchaser and Parent," and "Section 10. Background of the
Offer; Contacts with the Company; Merger Agreement; Inducement Agreement;       
Employment Amendments" of the Offer to Purchase is incorporated herein by       
reference.                                                                      

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.                        

The information set forth and in "Section 16. Fees and Expenses" of the 
Offer to Purchase is incorporated herein by reference.                          

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.                                

The information set forth in "Section 8. Certain Information Concerning 
Purchaser and Parent" of the Offer to Purchase is incorporated herein by        
reference.                                                                      

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ITEM 10. ADDITIONAL INFORMATION.                                                

  (a) The information set forth in the Introduction, "Section 10. Background
of the Offer; Contacts with the Company; Merger Agreement; Inducement Agreement;
Employment Amendments" of the Offer to Purchase is incorporated herein by       
reference.                                                                      

   (b) and (c) The information set forth in "Section 15. Certain Legal Matters
and Regulatory Approvals" of the Offer to Purchase is incorporated herein by    
reference.                                                                      

   (d) The information set forth in "Section 13. Effect of the Offer on Market
for Shares; American Stock Exchange Listing; Registration under the Exchange    
Act" of the Offer to Purchase is incorporated herein by reference.              

(e) None.                                                               

(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), 
respectively, is incorporated herein by reference in its entirety.              

ITEM 11. MATERIAL FILED AS EXHIBITS.                                            

(a)(1) Offer to Purchase, dated January 26, 1999                        

(a)(2) Letter of Transmittal                                            

(a)(3) Notice of Guaranteed Delivery                                    

(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees                                                                  

  (a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to their Clients                                                 

(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9                                                             

(a)(7) Press release dated January 20, 1999                             

(a)(8) Summary advertisement dated January 26, 1999                     

(b) None.                                                               

(c)(1) Agreement and Plan of Merger dated as of January 19, 1999 among  
United News & Media Group Limited, United Information Acquisition Corp. and     
Audits & Surveys Worldwide, Inc.                                                

(c)(2) Inducement Agreement dated as of January 19, 1999 among United   
Information Acquisition Corp., Solomon Dutka and Carl Ravitch.                  

(d) None.                                                               

(e) Not applicable.                                                     

(f) Not applicable.                                                     

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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.                                                                        

January 26, 1999                                                                

                                                                [Download Table]
                                              
UNITED INFORMATION GROUP, INC.                

By:              /s/ RICHARD BLOCK            
     -----------------------------------------
                Name: Richard Block           
               Title: Vice President          

UNITED INFORMATION ACQUISITION CORP.          

By:              /s/ RICHARD BLOCK            
     -----------------------------------------
                Name: Richard Block           
                  Title: President            

(Page 7 of 8 Pages) 

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                                                                                                         PAGE NO. IN     
  EXHIBIT                                                                                               SEQUENTIALLY     
    NO.                                              TITLE                                            NUMBERED SCHEDULE  
-----------  -------------------------------------------------------------------------------------  ---------------------
                                                                                                                         
     (a)(1)  Offer to Purchase, dated January 26, 1999                                                                   
     (a)(2)  Letter of Transmittal                                                                                       
     (a)(3)  Notice of Guaranteed Delivery                                                                               
     (a)(4)  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees                            
     (a)(5)  Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to                       
             their Clients                                                                                               
     (a)(6)  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9                       
     (a)(7)  Press release, dated January 20, 1999                                                                       
     (a)(8)  Summary advertisement dated January 26, 1999                                                                
     (c)(1)  Agreement and Plan of Merger, dated as of January 19, 1999, among United News & Media                       
             Group Limited, United Information Acquisition Corp. and Audits & Surveys Worldwide,                         
             Inc.                                                                                                        
     (c)(2)  Inducement Agreement, dated as of January 19, 1999 among United Information                                 
             Acquisition Corp., Solomon Dutka and Carl Ravitch                                                           

(Page 8 of 8 Pages) 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1’ Filing		Date		First		Last			Other Filings
Filed on:		1/26/99		3		8			SC 14D9
		1/20/99		6		8
		1/19/99		1		8
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