SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
(Amendment No. 2)*
(Final Amendment)
MASCOTT CORPORATION
(Name of the Issuer)
MASCOTT CORPORATION AND DINE, LLC
(including Richard Gillman, Scott M. Gillman and Marc A. Gillman,
the principals of DINE, LLC)
(Name of Persons Filing Statement)
Common Stock, no par value
574672-30-9
(Title of Class of Securities) (CUSIP
Number of Class of Securities)
_________________________________
Scott M. Gillman, Chairman
DINE, LLC AND MASCOTT CORPORATION
5N Regent Street
Suite 508
Livingston, New Jersey 07039
(201) 535-1000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and
Communications on Behalf of the Persons Filing Statement)
__________________________________
Copies to:
Robert G. Minion, Esq.
Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.C.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
April 13, 1995
(Date Tender Offer First Published, Sent or Given to Security
Holders)
This Statement is Filed in Connection With a Tender Offer
Introduction
This Amendment No. 2 to the Rule 13E-3 Transaction Statement
filed on April 13, 1995 (the "Statement") relating to a tender
offer by DINE, LLC (the "Purchaser") to purchase any and all
outstanding shares of Common Stock, no par value (the "Shares"),
of Mascott Corporation, a New Jersey corporation (the "Company"),
at $1.55 per Share, net to the seller in cash, amends and
supplements such Statement. The tender offer was made on the
terms and subject to the conditions set forth in the Purchaser's
Offer to Purchase, dated April 13, 1995 and as amended May 3,
1995 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer"), and the
Statement, as amended, is intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange Act of
1934, as amended. Copies of the Offer to Purchase and the
related Letter of Transmittal, each dated April 13, 1995, were
filed by the Purchaser as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1 (the "Schedule 14D-1") which
was filed by the Purchaser with the Securities and Exchange
Commission (the "Commission") contemporaneously with the
Statement and a copy of the Offer to Purchase, as amended, is
attached as Exhibit d(9) to Amendment No. 1 to the Statement
filed on May 3, 1995. Amendment No. 2 to the Schedule 14D-1 (the
"14D-1 Amendment No. 2") has been filed by the Purchaser with the
Commission contemporaneously with this Amendment No. 2.
Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Offer.
Item 3. Past Contacts, Transactions or Negotiations
The response to Item 3 is hereby amended by incorporating
herein by reference the response to Item 3 of the 14D-1
Amendment No. 2.
Item 10. Interest in Securities of the Issuer
The response to Item 10 is hereby amended by incorporating
herein by reference the response to Item 3 of the 14D-1
Amendment No. 2.
Item 17. Material to be Filed as Exhibits
The response to Item 17 is hereby amended by adding the
following new exhibit, which is filed herewith:
(d)(10) Press release dated May 23, 1995
SIGNATURE
After due inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: May 23, 1995 DINE, LLC
By:/s/ Scott M. Gillman
Scott M. Gillman,
Chairman
MASCOTT CORPORATION
By:/s/ Scott M. Gillman
Scott M. Gillman, Chairman
/s/ Richard Gillman
Richard Gillman
/s/ Scott M. Gillman
Scott M. Gillman
/s/ Marc A. Gillman
Marc A. Gillman
EXHIBIT INDEX
Exhibit No. Seq. Page No.
(d)(10) Press Release, dated May 23, 1995
Exhibit (d)(10)
MASCOTT CORPORATION
5N REGENT STREET
SUITE 508A
LIVINGSTON, NJ 07039 DINE, LLC
5N REGENT STREET
SUITE 508B
LIVINGSTON, NJ 07039
FOR IMMEDIATE RELEASE
MASCOTT CORPORATION AND DINE, LLC ANNOUNCE THE
COMPLETION OF TENDER OFFER AND MERGER
LIVINGSTON, NEW JERSEY, May 23, 1995 - Mascott Corporation
(NASDAQ: DINE) (the "Company") and DINE, LLC announced today
that the tender offer by DINE, LLC for any and all of the issued
and outstanding shares of common stock, no par value, of the
Company (the "Shares") at $1.55 per Share, net to the seller in
cash (the "Offer"), expired at 5:00 p.m. Eastern Daylight Time,
on Monday, May 22, 1995. DINE, LLC accepted for payment all
297,974 Shares that were tendered pursuant to the Offer. At such
time, DINE, LLC contributed all 1,603,420 Shares then owned by it
to its wholly-owned subsidiary, DINE Acquisition Corp., resulting
in DINE Acquisition Corp. owning approximately 92.1% of the
issued and outstanding Shares.
On May 23, 1995, DINE Acquisition Corp. merged itself with
and into the Company. Pursuant to the terms of the merger, the
Company is the surviving corporation. By virtue of the merger,
each Share outstanding immediately prior to the merger, other
than Shares owned by DINE Acquisition Corp., have been coverted
into the right to receive $1.55 in cash. Instructions regarding
surrender of certificates formerly representing shares of the
Company in exchange for cash will be mailed promptly to all
holders of such certificates. By virtue of the merger, all
shares of DINE Acquisition Corp. have been converted into 100
Shares in the aggregate, all of which are owned by DINE, LLC.
* * * * * * *
The Company currently owns and operates 13 Cinnabon
bakery franchises and 2 Willie Mays Chicken locations in regional
shopping malls, as well as 1 full-service restaurant, Markers
Restaurant & Bar, located in Jersey City, New Jersey. The
Company also owns an interest in and operates 1 Willie Mays
Country Chicken quick-service restaurant in Livingston, New
Jersey. DINE, LLC is a New Jersey limited liability company
controlled by Scott M. Gillman and Marc A. Gillman, the Chairman
of the Board and President, respectively, of the Company.
For further information, please contact Scott M.
Gillman, Chief Executive Officer of the Company and DINE, LLC, at
(201) 535-1000.