UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
MCM Capital Group, Inc.
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
55269B105
(CUSIP Number)
Stuart I. Rosen
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Senior Vice President and Assistant General Counsel
Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 55269B10 13D
(1) Name of Reporting Person Madison West Associates Corp.
I.R.S. Identification No. of Above
Person
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(2) Check the Appropriate Box if a Member (a)
of a Group ------------------------------
(b) X
-----------------------------
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(3) SEC Use Only
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(4) Source of Funds AF, WC
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is
Required Pursuant to Items 2(d) or
2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person
With
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(8) Shared Voting Power 2,371,267
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(9) Sole Dispositive Power None
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(10) Shared Dispositive Power 2,371,267
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(11) Aggregate Amount Beneficially Owned by
EachReporting Person 2,371,267
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in 26.6%
Row (11)
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(14) Type of Reporting Person CO
(1) Name of Reporting Person Triarc Companies, Inc.
I.R.S. Identification No. of Above Person
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(2) Check the Appropriate Box if a Member (a)
of a Group ----------------------------------
(b) X
---------------------------------
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(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization Delaware
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(7) Sole Voting Power None
Number of Shares
Beneficially Owned by
Each Reporting Person
With
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(8) Shared Voting Power 2,471,267
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(9) Sole Dispositive Power None
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(10) Shared Dispositive Power 2,471,267
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(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 2,471,267
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by 27.4%
Amount in Row (11)
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(14) Type of Reporting Person CO
(1) Name of Reporting Person Nelson Peltz
I.R.S. Identification No. of Above
Person
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(2) Check the Appropriate Box if a Member (a)
of a Group -----------------------------
(b) X
-----------------------------
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States
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Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person
With
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(8) Shared Voting Power 4,944,735
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(9) Sole Dispositive Power None
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(10) Shared Dispositive Power 4,944,735
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(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 4,944,735
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount 45.3%
in Row (11)
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(14) Type of Reporting Person IN
(1) Name of Reporting Person Peter W. May
I.R.S. Identification No. of Above
Person
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(2) Check the Appropriate Box if a Member (a)
of a Group ------------------------------
(b) X
------------------------------
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States
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Number of Shares (7) Sole Voting Power 15,000
Beneficially Owned by
Each Reporting Person
With
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(8) Shared Voting Power 3,612,767
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(9) Sole Dispositive Power 15,000
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(10) Shared Dispositive Power 3,612,767
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(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 3,627,767
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount 36.7%
in Row (11)
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(14) Type of Reporting Person IN
(1) Name of Reporting Person Neale M. Albert
I.R.S. Identification No. of Above
Person
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(2) Check the Appropriate Box if a Member (a)
of a Group ------------------------------
(b) X
------------------------------
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization United States
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Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person
With
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(8) Shared Voting Power 1,743,818
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(9) Sole Dispositive Power None
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(10) Shared Dispositive Power 1,743,818
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(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,743,818
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount 21.7%
in Row (11)
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(14) Type of Reporting Person IN
(1) Name of Reporting Person DWG Acquisition Group, L.P.
I.R.S. Identification No. of Above
Person
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(2) Check the Appropriate Box if a Member (a)
of a Group ----------------------------
(b) X
----------------------------
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power None
Beneficially Owned by
Each Reporting Person
With
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(8) Shared Voting Power 2,471,267
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(9) Sole Dispositive Power None
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(10)Shared Dispositive Power 2,471,267
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(11) Aggregate Amount Beneficially Owned by
Each Reporting Person 2,471,267
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(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount 27.4%
in Row (11)
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(14) Type of Reporting Person PN
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of MCM Capital Group, Inc., a corporation
organized under the laws of the State of Delaware (the "Company"). The
address of the Company's principal executive office is 5775 Roscoe
Court, San Diego, California 92123.
Item 2. Identity and Background
(a) Name
Madison West Associates Corp. ("Madison West")
Triarc Companies, Inc. ("Triarc")
Nelson Peltz ("Peltz")
Peter W. May ("May")
Neale M. Albert ("Albert")
DWG Acquisition Group, L.P. ("DWG Acquisition")
(b) Address of Principal Business Office or, if none, residence
For all filers (other than Mr. Albert):
c/o Triarc Companies, Inc.
280 Park Avenue
New York, NY 10017
For Mr. Albert:
c/o Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(c) Employment and Employer
Mr. Peltz is the Chairman and Chief Executive Officer of Triarc which has its
principal executive office at 280 Park Avenue, New York, NY 10017.
Mr. May is the President and Chief Operating Officer of Triarc which has its
principal executive office at 280 Park Avenue, New York, NY 10017.
Mr. Albert is a Partner at the law firm of Paul, Weiss, Rifkind, Wharton &
Garrison which has its principal executive office at 1285 Avenue of the
Americas, New York, New York 10019.
Triarc is a holding company which, through its subsidiaries, is the franchisor
of Arby's(R) restaurants. The names, addresses and citizenship of the directors
and executive officers of Triarc and, to the best knowledge of the Reporting
Persons, the interests of such persons in the securities of the Company, are set
forth in Schedule 1 hereto, which is incorporated herein by reference.
Madison West is a wholly-owned subsidiary of Triarc and its principal business
is investments. The names, addresses and citizenship of the directors and
executive officers of Madison West and, to the best knowledge of the Reporting
Persons, the interests of such persons in the securities of the Company, are set
forth in Schedule II hereto, which is incorporated herein by reference.
The principal business of DWG Acquisition is the ownership of shares of
Triarc. Mr. Peltz and Mr. May are the sole general partners of DWG Acquisition.
(d) - (e) Criminal and Civil Proceedings
During the last five years, none of the Reporting Persons nor, to the
best of their knowledge, any of the directors or executive officers of Triarc or
Madison West named in Schedules I and II hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or has been subject
to any civil judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship
Madison West and Triarc are Delaware corporations. Messrs. Peltz, May
and Albert are United States citizens. DWG Acquisition is a Delaware limited
partnership.
Item 3. Source and Amount of Funds of Other Consideration
Prior to the Company's initial public offering on July 9, 1999, the
Reporting Persons owned an aggregate of 1,475,751 shares of the Company's Common
Stock, consisting of 603,787 shares owned directly by Madison West, 581,310
shares beneficially owned by Mr. Peltz through the Nelson Peltz Children's Trust
(the "NP Trust"), 145,327 shares beneficially owned by Mr. May through the
Jonathan P. May 1998 Trust (the "JM Trust") and 145,327 shares beneficially
owned by Mr. May through the Leslie A. May 1998 Trust (the "LM Trust").
On October 31, 2000 Triarc, certain officers of Triarc who invested in
the Company and certain other stockholders of the Company, through a newly
formed limited liability company, CTW Funding, LLC ("CTW"), made available to
the Company a $2,000,000 revolving credit facility (the "MCM Revolver") to be
used through December 31, 2000 to meet working capital requirements. Subsequent
to December 31, 2000 the MCM Revolver was renewed four times, each time for one
calendar quarter. In consideration for making the facility available to the
Company and for each extension thereof, CTW received warrants to purchase 50,000
shares of the Company's Common Stock at $.01 per share (the "CTW Warrants"), on
each of October 31, 2000, March 13, 2001, March 23, 2001, June 30, 2001 and
September 30, 2001. Upon exercise of the CTW Warrants, the Reporting Persons
would be entitled to the following shares of Common Stock, calculated in
accordance with their percentage ownership interest in CTW: 21,820 shares for
Madison West, 21,008 shares for the NP Trust, 5,253 shares for the JP Trust and
5,253 shares for the LM Trust. No loans were extended pursuant to the MCM
Revolver which expired by its terms on December 31, 2001. It is expected that
CTW will dissolve within the next 60 days and will distribute to the Reporting
Persons warrants exercisable to acquire an aggregate of 53,334 shares of Common
Stock.
On January 12, 2000 Triarc entered into an agreement (the "Note
Guaranty") to guarantee $10,000,000 principal amount of senior notes maturing
2007 (the "MCM Notes") issued by the Company to a major financial institution in
consideration for a fee of $200,000 and warrants to purchase 100,000 shares of
Common Stock at $.01 per share (the "Triarc Warrant"). The Triarc Warrant is
immediately exercisable. Through the date hereof, the $10,000,000 guaranteed
amount has been reduced to $6,698,000 and will be further reduced by (i) any
repayments of the MCM Notes, (ii) any repurchases of the MCM Notes by the
Company and (iii) the amount of certain investment banking or financial advisory
services fees paid to the financial institution or its affiliates or, under
certain circumstances, other financial institutions by the Company, MCM or
another significant stockholder of MCM or any of their affiliates. Through the
date hereof, Triarc has not paid any amounts under the Note Guaranty.
On January 4, 2001, Mr. May purchased 15,000 shares of the Common
Stock through a brokerage transaction in the open market at a purchase price
of $0.39 per share. Mr. May used his personal funds to make such purchase of
Common Stock.
On February 22, 2002, the Reporting Persons purchased an aggregate of
445,715 shares of the Company's Series A Senior Cumulative Participating
Convertible Preferred Stock (the "Series A preferred stock") at a price of $5.00
per share (consisting of 174,566 shares purchased by Madison West, 187,115
shares purchased by the Peltz Family Limited Partnership (the "Peltz LP"),
42,017 shares purchased by the JM Trust and 42,017 shares purchased by the LM
Trust). Each share of Series A preferred stock is convertible at the option of
the holder at any time into shares of Common Stock at a conversion price of $.50
per share of Common Stock, subject to customary anti-dilution adjustments. The
Series A preferred stock has a cumulative dividend, payable semi-annually. Until
February 15, 2004, dividends are payable in cash and/or additional shares of
Series A preferred stock, at the Company's option, at the rate of 10.0% per
annum. Thereafter, dividends will be payable only in cash, at a rate of 10.0%
per annum. The dividend rate increases to 15.0% per annum in the event of a
qualified public offering, a change of control (each as defined in the
Certificates of Designation filed as Exhibit 6 hereto) or the sale of all or
substantially all of the assets of the Company. In the event dividends are not
declared or paid, the dividends will accumulate on a compounded basis. The
Series A preferred stock has a liquidation preference equal to the sum of the
stated value of the Series A preferred stock ($2,228,575 in the aggregate) plus
all accrued and unpaid dividends thereon and a participation payment equal to
shares of Common Stock at the conversion price and/or such other consideration
that would be payable to holders of the Series A preferred stock if their shares
had been converted into shares of the Company's Common Stock immediately prior
to the liquidation event.
The Series A preferred stock currently ranks senior to the Common Stock
and will rank senior to any other junior securities with respect to the payment
of dividends and liquidating distributions. The Company is prohibited from
issuing any capital stock that ranks senior to the Series A preferred stock
without the consent of the holders of a majority of the outstanding shares of
Series A preferred stock.
Upon the occurrence of a qualified public offering, a change in
control, or a sale of the Company (each as defined), the Company may, by
decision of the then independent members of the Board of Directors, redeem the
outstanding Series A preferred stock held by the Reporting Persons in whole but
not in part at an aggregate redemption price equal to the $2,228,575 liquidation
preference plus the participation payment.
The holders of the Series A preferred stock will be entitled to vote on
as converted basis with the holders of the Common Stock as a single class and
will have the right to vote as a separate class on certain specified matters
which are set forth in the Certificate of Designation filed as Exhibit 6 hereto.
In the event that the Company fails to pay dividends for either two consecutive
semi-annual periods or any four semi-annual periods, the Purchasers are entitled
to designate two directors to serve on the Company's Board of Directors for as
long as at least 10% of the shares of the Series A preferred stock remain
outstanding. The holders of the Series A preferred stock also have been granted
registration rights in respect of the common stock underlying the Series A
preferred stock.
Madison West obtained the funds for its purchase of shares of Series A
preferred stock from Triarc, which provided such funds from its working capital.
The Peltz LP, of which Nelson Peltz is a general partner, and the JM Trust and
the LM Trust, of which Peter May and Neale Albert are co-trustees, funded their
purchase of shares of Series A preferred stock from personal funds.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock reported
herein for investment purposes. The Reporting Persons will continuously evaluate
their ownership of the Common Stock and the Company's business and industry.
Depending on market conditions and other factors that the Reporting Persons may
deem material to their investment decision, each of the Reporting Persons may,
from time to time, acquire additional shares of Common Stock, or dispose of all
or a portion of the shares of Common Stock now or hereafter acquired by such
Reporting Person, in open market or privately negotiated transactions.
None of the Reporting Persons currently has any plans or proposals
with respect to any of the matters set forth in paragraphs (a) through (j) of
Item 4 of Schedule 13D, though each Reporting Person reserves the right to
subsequently devise or implement plans or proposals that relate to or would
result in any of such matters.
Item 5. Interest in Securities of the Issuer
(i) Pursuant to Rule 13d-3 of the Exchange Act, Madison West
may be deemed the beneficial owner of 2,371,267 shares of Common Stock,
including (i) 603,787 shares of Common Stock directly owned by Madison
West; (ii) 21,820 shares of Common Stock issuable upon the exercise of
the CTW Warrants issued to CTW (as described in Item 3), of which
Madison West is an 8.7% holder (all such CTW Warrants are exercisable
immediately and expire on October 31, 2005); and (iii) 1,745,660 shares
of Common Stock issuable upon conversion of the Series A preferred
stock acquired by Madison West. Assuming, the exercise by Madison West
of the CTW Warrants for 21,820 shares of Common Stock and the
conversion by Madison West of the Series A preferred stock into
1,745,660 shares of the Common Stock, the aggregate holdings of Madison
West would constitute approximately 26.6% of the Company's outstanding
shares of Common Stock (computed in accordance with Rule 13d-3 of the
Exchange Act and on the basis of 7,161,131 shares of Common Stock
currently outstanding, as reported in the Company's Form 10-Q, filed
with the Securities and Exchange Commission on November 13, 2001).
Madison West shares with Triarc, Mr. Peltz, Mr. May and DWG Acquisition
voting and dispositive power over the 2,371,267 shares of Common Stock
beneficially owned by Madison West;
(ii) Pursuant to Rule 13d-3 of the Exchange Act, Triarc may
be deemed the beneficial owner of 2,471,267 shares of Common Stock,
including (i) 603,787 shares of Common Stock directly owned by Madison
West; (ii) 100,000 shares of Common Stock issuable upon exercise of the
Triarc Warrant (such warrant is exercisable immediately and expires on
January 12, 2005); (iii) 21,820 shares of Common Stock issuable upon
the exercise of the CTW Warrants issued to CTW (as described in Item
3), of which Madison West is an 8.7% holder, (all such CTW Warrants are
exercisable immediately and expire on October 31, 2005); and (iv)
1,745,660 shares of Common Stock issuable upon conversion of the Series
A preferred stock acquired by Madison West. Assuming exercise by Triarc
of the Triarc Warrant for 100,000 shares of the Common Stock, the
exercise by Madison West of the CTW Warrants for 21,820 shares of
Common Stock and the conversion by Madison West of its Series A
preferred stock into 1,745,660 shares of the Company's Common Stock,
the aggregate holdings of Triarc would constitute approximately 27.4%
of the Company's outstanding shares of Common Stock (computed in
accordance with Rule 13d-3 of the Exchange Act and on the basis of
7,161,131 shares of Common Stock currently outstanding, as reported in
the Company's Form 10-Q, filed with the Securities and Exchange
Commission on November 13, 2001). Triarc shares with Madison West, Mr.
Peltz, Mr. May and DWG Acquisition voting and dispositive power over
the 2,371,267 shares of Common Stock beneficially owned by Madison West
and the 100,000 shares of Common Stock issuable to Triarc upon exercise
of the Triarc Warrant;
(iii) As a co-trustee of each of the NP Trust, the JM Trust
and the LM Trust, Mr. Albert shares with Mr. Peltz voting and
dispositive power over the 581,310 shares of Common Stock directly
owned by the NP Trust, 21,008 shares of Common Stock issuable upon
exercise of the CTW Warrants beneficially owned by the NP Trust, and
shares with Mr. May voting and dispositive power over the 145,327
shares of Common Stock directly owned by the JM Trust, the 145,327
shares of Common Stock directly owned by the LM Trust, the 5,253 shares
of Common Stock issuable upon the exercise of the CTW Warrants
beneficially owned by the JM Trust, the 5,253 shares of Common Stock
issuable upon the exercise of the CTW Warrants beneficially owned by
the LM Trust, the 420,170 shares of Common Stock issuable upon the
conversion of the Series A preferred stock owned by the JM Trust and
the 420,170 shares of Common Stock issuable upon the conversion of the
Series A preferred stock owned by the LM Trust. As a result, pursuant
to Rule 13d-3 of the Exchange Act, Mr. Albert may be deemed the
beneficial owner of 1,743,818 shares, which would constitute
approximately 21.7% of the Company's outstanding shares of Common Stock
(computed in accordance with Rule 13d-3 of the Exchange Act and on the
basis of 7,161,131 shares of Common Stock currently outstanding, as
reported in the Company's Form 10-Q, filed with the Securities and
Exchange Commission on November 13, 2001). Mr. Albert disclaims
beneficial ownership of such shares;
(iv) As a co-trustee of the NP Trust, Mr. Peltz shares voting
and dispositive power over the 581,310 shares of Common Stock directly
owned by the NP Trust, the 21,008 shares issuable to the NP Trust upon
the exercise of the CTW Warrants and the 1,871,150 shares issuable upon
the conversion of the Series A preferred stock owned by the Peltz LP.
As the indirect beneficial owner of approximately 34.8% of the
outstanding voting common stock of Triarc, Mr. Peltz shares voting and
dispositive power with Triarc, Mr. May and DWG Acquisition over the
2,471,267 shares of Common Stock beneficially owned by Triarc (see (ii)
above). As a result, pursuant to Rule 13d-3 of the Exchange Act, Mr.
Peltz may be deemed the indirect beneficial owner of (i) the 581,310
shares of Common Stock directly owned by the NP Trust, (ii) the 21,008
shares of Common Stock issuable to the NP Trust upon the exercise of
the CTW Warrants beneficially owned by the NP Trust, (iii) the
1,871,150 shares of Common Stock issuable to Madison West upon the
conversion of the Series A preferred stock owned by Madison West, and
(iv) the 2,471,267 shares of Common Stock beneficially owned by Triarc,
which would, in the aggregate, constitute approximately 45.3% of the
Company's outstanding shares of Common Stock (computed in accordance
with Rule 13d-3 of the Exchange Act and on the basis of 7,161,131
shares of Common Stock currently outstanding, as reported in the
Company's Form 10-Q, filed with the Securities and Exchange Commission
on November 13, 2001). Mr. Peltz disclaims beneficial ownership of such
shares;
(v) As a co-trustee of each of the JM Trust and the LM Trust,
Mr. May shares voting and dispositive power with Mr. Albert over the
145,327 shares of Common Stock directly owned by the JM Trust, the
145,327 shares of Common Stock directly owned by the LM Trust, the
5,253 shares of Common Stock issuable to the JM Trust upon the exercise
of the CTW Warrants beneficially owned by the JM Trust, the 5,253
shares of Common Stock issuable to the LM Trust upon the exercise of
the CTW Warrants beneficially owned by the LM Trust, the 420,170 shares
of Common Stock issuable to JM Trust upon the conversion of the Series
A preferred stock owned by the JM Trust and the 420,170 shares of
Common Stock issuable to LM Trust upon the conversion of the Series A
preferred stock owned by the LM Trust. Mr. May also beneficially owns
the 15,000 shares of Common Stock that he acquired through a brokerage
transaction and has sole voting and dispositive power over such shares.
As the beneficial owner of approximately 33.1% of the outstanding
voting common stock of Triarc, Mr. May shares with Triarc, Mr. Peltz
and DWG Acquisition voting and dispositive power over the 2,471,267
shares of Common Stock beneficially owned by Triarc (see (ii) above).
As a result, pursuant to Rule 13d-3 of the Exchange Act, Mr. May may be
deemed the beneficial owner of (i) the 145,327 shares of Common Stock
directly owned by the JM Trust, (ii) the 145,327 shares of Common Stock
directly owned by the LM Trust, (iii) the 5,253 shares of Common Stock
issuable to the JM Trust upon the exercise of the CTW Warrants
beneficially owned by the JM Trust, (iv) the 5,253 shares of Common
Stock issuable to the LM Trust upon the exercise of the CTW Warrants,
(v) the 420,170 shares of Common Stock issuable to JM Trust upon the
conversion of the Series A preferred stock owned by the JM Trust, (vi)
the 420,170 shares of Common Stock issuable to LM Trust upon the
conversion of the Series A preferred stock owned by the LM Trust, (vii)
the 2,471,267 shares of Common Stock beneficially owned by Triarc, and
(viii) the 15,000 shares of Common Stock owned directly by Mr. May,
which would, in the aggregate, constitute approximately 36.7% of the
Company's outstanding shares of Common Stock (computed in accordance
with Rule 13d-3 of the Exchange Act and on the basis of 7,161,131
shares of Common Stock currently outstanding, as reported in the
Company's Form 10-Q, filed with the Securities and Exchange Commission
on November 13, 2001). Mr. May disclaims beneficial ownership of all
such shares other than the 15,000 shares of Common Stock that he owns
directly;
(vi) As the direct beneficial owner of approximately 29.4% of
the outstanding voting common stock of Triarc, DWG Acquisition shares
with Mr. Peltz and Mr. May voting and dispositive power over the over
the 2,471,267 shares of Common Stock beneficially owned by Triarc (see
(ii) above). As a result, pursuant to Rule 13d-3 of the Exchange Act,
DWG Acquisition may be deemed the indirect beneficial owner of
2,471,267 shares of Common Stock, which would constitute approximately
27.4% of the Company's outstanding shares of Common Stock (computed in
accordance with Rule 13d-3 of the Exchange Act and on the basis of
7,161,131 shares of Common Stock currently outstanding, as reported in
the Company's Form 10-Q, filed with the Securities and Exchange
Commission on November 13, 2001). DWG Acquisition disclaims beneficial
ownership of such shares.
(c) On February 22, 2002, the Reporting Persons purchased 445,715
shares of the Company's Series A Senior Cumulative Participating Convertible
Preferred Stock (the "Series A preferred stock") at a price of $5.00 per share.
See Item 3 above.
(d)
(i) 581,310 shares of Common Stock reported herein as
beneficially owned by Messrs. Peltz and Albert are directly owned by
the NP Trust, which has the right to receive dividends from, or the
proceeds from the sale of, such shares of Common Stock.
(ii) 145,327 shares of Common Stock reported herein as
beneficially owned by Messrs. May and Albert are directly owned by the
JM Trust, which has the right to receive dividends from, or the
proceeds from the sale of, such shares of Common Stock.
(iii) 145,327 shares of Common Stock reported herein as
beneficially owned by Messrs. May and Albert are directly owned by the
LM Trust, which has the right to receive dividends from, or the
proceeds from the sale of, such shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
In order to provide the Company with a $2,000,000 secured credit
facility, Madison West, C.P. International Investments ("CPII"), Robert Whyte, a
director of the Company ("Whyte"), and a number of individuals (including
certain of the persons listed on Schedules I and II hereto)and entities
associated or affiliated with Triarc (collectively with Madison West, the
"Triarc Entities") formed CTW. CPII currently holds a 60% interest in CTW, Whyte
currently holds a 15% interest in CTW and the Triarc Entities, in the aggregate,
currently hold a 25% interest in CTW.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement of the Reporting Persons, dated March 4,
2002.
Exhibit 2 Warrant Agreement, dated as of October 31, 2000, incorporated
herein by reference to Exhibit 2 to the Schedule 13D/A filed by
Consolidated Press International Holdings Limited ("CPIHL") and
C.P. International Investments Limited ("CPII") on March 22, 2001.
Exhibit 3 First Amendment to Warrant Agreement, dated as of March 13, 2001,
incorporated herein by reference to Exhibit 3 to the Schedule 13D/A
filed by CPIHL and CPII on March 22, 2001.
Exhibit 5 Second Amendment to Credit Agreement, dated as of June 30, 2001,
incorporated herein by reference to Exhibit 5 to the Schedule
13D/A filed by CPIHL and CPII on August 31, 2001.
Exhibit 6 Certificate of Designation relating to the Series A Senior
Cumulative Participating Convertible Preferred Stock, incorporated
herein by reference to Exhibit 3.1 to the Company's Current Report
on Form 8-K filed with the Commission on February 25, 2002.
Exhibit 7 Specimen of Share Certificate of Series A Senior Cumulative
Participating Convertible Preferred Stock, incorporated herein
by reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed with the Commission on February 25, 2002.
Exhibit 8 Purchase Agreement, dated as of February 15, 2002, between
MCM Capital Group, Inc. and the several Purchasers listed on
Schedule A thereto, incorporated herein by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K filed
with the Commission on February 25, 2002.
Exhibit 9 Registration Rights Agreement, dated as of February 15,
2002, between MCM Capital Group, Inc. and the several
Purchasers listed on Schedule A thereto, incorporated herein
by reference to Exhibit 4.3 to the Company's Current Report on
Form 8-K filed with the Commission on February 25, 2002.
Exhibit 10 Letter Agreement dated February 21, 2002 among ING (U.S.)
Capital LLC, MCM Capital Group, Inc., and the purchasers of
Series A Senior Cumulative Participating Convertible Preferred
Stock, incorporated herein by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed with the Commission
on February 25, 2002.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement with respect
to the undersigned is true, complete and correct.
Date: March 4, 2002
Madison West Associates Corp.
By: Francis T. McCarron
-----------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President & Chief
Financial Officer
Triarc Companies, Inc.
By: Francis T. McCarron
-------------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President & Chief
Financial Officer
Nelson Peltz
------------------------------------------
Nelson Peltz
Peter W. May
------------------------------------------
Peter W. May
Neale M. Albert
------------------------------------------
Neale M. Albert
DWG Acquisition Group, L.P.
By: Nelson Peltz
-----------------------------------------
Nelson Peltz
General Partner
By: Peter W. May
------------------------------------------
Peter W. May
General Partner
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
TRIARC COMPANIES, INC.
Set forth below are the names, citizenship, addresses and, to the best
knowledge of the Reporting Persons, the beneficial ownership in the securities
of the Company of each of the directors and executive officers of Triarc, other
than Messrs. Peltz and May who are also Reporting Persons. (1)
---------------------------- -------------------------- -------------------------- --------------------------
Name Citizenship Residence or Business Beneficial Ownership
Address
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Hugh L. Carey USA 200 Park Avenue
New York, NY 10166 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Clive Chajet USA 575 Madison Avenue,
New York, NY 10022 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Joseph A. Levato USA 280 Park Avenue
New York, NY 10017 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
David E. Schwab II USA 1133 Avenue of the
Americas 0
New York, NY 10036-6799
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Jeffrey S. Silverman USA 777 Third Avenue
New York, NY 10017 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Raymond S. Troubh USA 10 Rockefeller Plaza
New York, NY 10020 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Gerald Tsai, Jr. USA 200 Park Avenue
New York, NY 10166 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Eric D. Kogan USA 280 Park Avenue
New York, NY 10017 475,160 (2)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Brian L. Schorr USA 280 Park Avenue
New York, NY 10017 32,343 (3)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Jonathan P. May USA 280 Park Avenue
New York, NY 10017 20,000 (4)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Francis T. McCarron USA 280 Park Avenue
New York, NY 10017 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Jarrett B. Posner USA 280 Park Avenue
New York, NY 10017 118,190 (5)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Stuart I. Rosen USA 280 Park Avenue
New York, NY 10017 28,533 (6)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Fred H. Schaefer USA 280 Park Avenue
New York, NY 10017 50,000 (7)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Anne A. Tarbell USA 280 Park Avenue
New York, NY 10017 0
---------------------------- -------------------------- -------------------------- --------------------------
1) To the best knowledge of the Reporting Persons, except where otherwise noted,
each of the directors and executive officers of Triarc listed above (i) funded
their purchase of shares of Common Stock reported herein from personal funds;
(ii) acquired the shares of Common Stock for investment purposes; (iii) has
sole voting and dispositve power over the shares listed on this Schedule I and
(iv) has the sole right to receive dividends from, or the proceeds from the
sale of, the shares listed on this Schedule I.
2)Includes 165,587 shares of Common Stock, 3,573 shares of Common Stock issuable
upon the exercise of the CTW Warrants and 306,000 shares of Common Stock
issuable upon conversion of Series A preferred stock.
3) Includes 8,235 shares of Common Stock, 298 shares of Common Stock issuable
upon the exercise of the CTW Warrants and 23,810 shares
of Common Stock issuable upon conversion of Series A preferred stock.
4) Consists of 20,000 shares of Common Stock. Mr. May is the beneficiary of
the JM Trust.
5) Includes 47,000 shares of Common Stock, 1,190 shares issuable upon the
exercise of the CTW Warrants and 70,000 shares of Common Stock issuable upon
conversion of Series A preferred stock.
6) Includes 8,235 shares of Common
Stock, 298 shares of Common Stock issuable upon the exercise of the CTW Warrants
and 20,000 shares of Common Stock issuable upon conversion of Series A preferred
stock.
7) Consists of 50,000 shares of Common Stock.
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
MADISON WEST ASSOCIATES CORP.
Set forth below are the names, citizenship, addresses and, to the best
knowledge of the Reporting Persons, the beneficial ownership in the securities
of the Company of each of the directors and executive officers of Madison West.
(1)
---------------------------- -------------------------- -------------------------- --------------------------
Name Citizenship Residence or Business Beneficial Ownership
Address
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Francis T. McCarron USA 280 Park Avenue
New York, NY 10017 0
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Eric D. Kogan USA 280 Park Avenue
New York, NY 10017 475,160 (2)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Brian L. Schorr USA 280 Park Avenue
New York, NY 10017 32,343 (2)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Jarrett B. Posner USA 280 Park Avenue
New York, NY 10017 118,190 (2)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Stuart I. Rosen USA 280 Park Avenue
New York, NY 10017 28,533 (2)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Fred H. Schaefer USA 280 Park Avenue
New York, NY 10017 50,000 (2)
---------------------------- -------------------------- -------------------------- --------------------------
---------------------------- -------------------------- -------------------------- --------------------------
Anne A. Tarbell USA 280 Park Avenue
New York, NY 10017 0
---------------------------- -------------------------- -------------------------- --------------------------
1) To the best knowledge of the Reporting Persons, except where otherwise noted,
each of the directors and executive officers of Madison West listed above (i)
funded their purchase of shares of Common Stock reported herein from personal
funds; (ii) acquired the shares of Common Stock for investment purposes; and
(iii) has sole voting and dispositive power over the shares listed on this
Schedule 2.
2) See Schedule I.
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned agree that the Statement on Schedule 13D and
any amendments thereto to which this exhibit is attached is filed on behalf of
each of them.
Dated: March 4, 2002
Madison West Associates Corp.
By: Francis T. McCarron
---------------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President & Chief
Financial Officer
Triarc Companies, Inc.
By: Francis T. McCarron
---------------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President & Chief
Financial Officer
Nelson Peltz
-----------------------------------------------
Nelson Peltz
Peter W. May
-----------------------------------------------
Peter W. May
Neale M. Albert
------------------------------------------------
Neale M. Albert
DWG Acquisition Group, L.P.
By: Nelson Peltz
--------------------------------------------
Nelson Peltz
General Partner
By: Peter W. May
--------------------------------------------
Peter W. May
General Partner