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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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MDI ENTERTAINMENT, INC.
(Name of Subject Company)
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MDI ENTERTAINMENT, INC.
(Name of Person Filing Statement)
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Common Stock, par value $.001 per share
(Title of Class of Securities)
552685109
(CUSIP Number of Class of Securities)
Steven M. Saferin
President & Chief Executive Officer
MDI Entertainment, Inc.
201 Ann Street, 5th Floor
Hartford, CT 06103
(860) 527-5359
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
With a Copy to:
Kenneth R. Koch, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
666 Third Avenue
New York, NY 10017
(212) 935-3000
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
Tom Ryan/Don Duffy Steven Saferin, President & CEO
Integrated Corporate Relations MDI Entertainment, Inc.
203-222-9013 860-527-5359
icr-online.com www.mdientertainment.com
MDI ENTERTAINMENT INC. RECEIVES PROPOSAL TO ACQUIRE MAJORITY INTEREST IN COMPANY
HARTFORD, CT - May 6, 2002- MDI Entertainment, Inc. (OTC BB: LTRY) announced
today that it has received a proposal from International Capital Partners,
L.L.C., to acquire a majority interest in the Company.
International Capital Partners (ICP), an owner of 1,022,019 of the Company's
shares, has proposed to purchase 50% of the outstanding shares not currently
owned by ICP, for $3.30 per share in cash.
The Company's Board of Directors will evaluate the proposal.
MDI's services include game and ticket design, merchandise prize fulfillment,
management of second-and third-chance draws, fully-staffed customer service,
coordination of winner travel & accommodations, advertising and marketing
support, consumer research and Internet marketing and advertising.
Currently, the company's portfolio of licensed lottery properties includes but
is not limited to NBA/National Basketball Association, Betty Boop(TM), Elvis
Presley(R), I Love Lucy(R), Magic 8 Ball(R), FIFA World Cup(R) Soccer, Universal
Studios Monsters(TM), SPAM(TM), Heroes of Space(TM), Louisville Slugger(R),
CMT(R), Wheel of Fortune(R), Jeopardy!(R), Harley-Davidson(R), The Hollywood
Sign(R) and Hollywood Walk of Fame(R) Ray Charles(R), Hollywood Squares(R),
TABASCO(R), Lionel, and NASCAR(R) race drivers including Jeff Burton(R), Mark
Martin(R), Matt Kenseth(R), and Bill Elliott(R).
* * * * * * * * * * * * * * * * *
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor for
forward-looking statements. Certain information included in this press release
(as well as information included in oral statements or other written statements
made or to be made by MDI) contains statements that are forward-looking, such as
statements relating to the future anticipated direction of the lottery industry,
plans for future expansion, various business development activities, planned
capital expenditures, future funding sources, anticipated sales and potential
contracts. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of MDI. These risks and
uncertainties include, but are not limited to, those relating to development and
expansion activities, dependence on existing management, financing activities,
domestic and global economic conditions, changes in federal or state tax laws
and market competition factors.
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THIS PRESS RELEASE IS A PRE-COMMENCEMENT WRITTEN COMMUNICATION UNDER RULE 14D-9
OF THE SECURITIES ACT OF 1934 AND WILL BE FILED TODAY WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER COVER OF SCHEDULE 14D-9. IT IS ADVISED THAT
STOCKHOLDERS READ THE SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS CAN OBTAIN A COPY OF THE SOLICITATION/RECOMMENDATION STATEMENT AND
OTHER FILED DOCUMENTS FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB
SITE (http://www.sec.gov). THE SOLICITATION/ RECOMMENDATION STATEMENT AND
RELATED DOCUMENTS MAY ALSO BE OBTAINED BY DIRECTING SUCH REQUESTS TO MDI
ENTERTAINMENT, INC., INVESTOR RELATIONS AT (860) 527-5359.