UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Midway
Games Inc.
(Name of
Issuer)
Common
Stock, par value $.01 per share
(Title of
Class of Securities)
598-148-104
(CUSIP
Number)
Peter
Kolevzon, Esq.
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, New York 10036
(212)
715-9100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
28, 2008
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:
¨
(Continued
on following pages)
(Page 1
of 9 Pages)
|
CUSIP
No. 670823103
|
13D
|
Page
1 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Acquisition
Holdings Subsidiary I LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
80-0308127
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
See Item 5
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
80,339,266
|
|
8
|
SHARED
VOTING POWER
None
|
|
9
|
SOLE
DISPOSITIVE POWER
80,339,266
|
|
10
|
SHARED
DISPOSITIVE POWER
None
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,339,266
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. 670823103
|
13D
|
Page
2 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
MT
Acquisition Holdings LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
80-0308124
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b)
See Item 5
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
|
8
|
SHARED
VOTING POWER
80,339,266
|
|
9
|
SOLE
DISPOSITIVE POWER
None
|
|
10
|
SHARED
DISPOSITIVE POWER
80,339,266
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,339,266
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. 670823103
|
13D
|
Page
3 of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Mark
Thomas
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
See Item 5
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
|
8
|
SHARED
VOTING POWER
80,339,266
|
|
9
|
SOLE
DISPOSITIVE POWER
None
|
|
10
|
SHARED
DISPOSITIVE POWER
80,339,266
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,339,266
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.2%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Schedule
13D
Item
1. Security
and Issuer.
This
Statement on Schedule 13D (“the
Statement
”) relates
to the common stock, par value $0.01 per share (the “
Common Stock
”), of
Midway Games, Inc., a Delaware corporation (the “
Issuer
”). The
principal executive offices of the Issuer are located at 2704 W. Roscoe Street,
Chicago, Illinois 60618.
Item
2. Identity and Background.
(a)-(c) This Statement is being filed
by Acquisition Holdings Subsidiary I LLC (“
Acquisition
Holdings
”), MT Acquisition Holdings LLC (“
MT Acquisition
”) and
Mark Thomas (“
Mr.
Thomas
”). Acquisition Holdings, MT Acquisition and Mr. Thomas
are collectively referred to as the “
Reporting
Persons
”.
Acquisition
Holdings is a Delaware limited liability company whose principal business is
investing in the Common Stock of the Issuer and owning all of National
Amusements Inc.’s (“
NAI
”) right, title
and interest in, to and under the Credit Agreements, including guarantees,
collateral, pledges, distributions, claims and causes of action against the
borrowers or any other entity that arise out of or are related to the
Participation (as defined below). The address of the principal business and
principal office of Acquisition Holdings is c/o Kramer Levin Naftalis &
Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036, Attention: Peter
Abruzzese.
MT
Acquisition is a Delaware limited liability company and is the sole member of
Acquisition Holdings. The address of the principal business and
principal office of MT Acquisition is c/o Kramer Levin Naftalis & Frankel
LLP, 1177 Avenue of the Americas, New York, NY 10036, Attention: Peter
Abruzzese.
Mr.
Thomas is the sole member of MT Acquisition. The business address of
Mr. Thomas is c/o Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the
Americas, New York, NY 10036, Attention: Peter Abruzzese.
Each of
MT Acquisition and Acquisition Holdings is managed by its sole member which, in
each case, is responsible for the supervision and conduct of its investment
activities, including without limitation, in the case of Acquisition Holdings,
for all investment decisions with respect to the shares of Common Stock held by
Acquisition Holdings.
(d)-(e)
During the last five years, none of the Reporting Persons 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 was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibitions or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr.
Thomas is a citizen of the United States.
Item
3. Source and Amount of Funds or Other
Consideration.
The
80,339,226 shares of Common Stock (the “
Shares
”) reported to
be owned by the Reporting Persons were acquired in a private
transaction. The purchase of the Shares by Acquisition Holdings was
funded by capital contributions from MT Acquisition, which were in turn funded
by capital contributions to MT Acquisition from the personal funds of Mr.
Thomas. The amount of the funds expended for such purchase of the
Shares and the Participation (as defined below) by Acquisition Holdings was
$100,000.
Item
4. Purpose of Transaction.
The
Reporting Persons acquired beneficial ownership of the Shares to which this
Statement relates for investment purposes. Except as disclosed in
this Item 4, the Reporting Persons currently intend to be passive investors in
the Issuer and have no current plans or proposals which relate to or would
result in any of the events described in Items (a) through (j) of the
instructions to Item 4 of Schedule 13D.
The
Reporting Persons, however, reserve all rights to acquire additional shares of
Common Stock or other securities of the Issuer or sell or otherwise dispose of
any or all of the shares of Common Stock or other securities of the Issuer
beneficially owned by them, depending on market conditions, the performance of
the Issuer and other relevant factors. The Reporting Persons may take any other
action with respect to the Issuer or any of its debt or equity securities in any
manner permitted by law.
Item
5. Interest in Securities of the Issuer.
(a) As
of the date hereof, the Acquisition Holdings beneficially own an aggregate of
80,339,266 shares of Common Stock, representing approximately 87.2% of the
outstanding Common Stock, which percentage is based on 92,129,925 shares of
common stock outstanding on October 31, 2008, as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008
(the “
Issued and
Outstanding Stock
”).
As sole
member of Acquisition Holdings, MT Acquisition may be deemed to beneficially own
the 80,339,266 shares of Common Stock owned by Acquisition Holdings,
representing approximately 87.2% of the Issued and Outstanding
Stock.
As the
sole member of MT Acquisition, Mr. Thomas may be deemed to beneficially own the
80,339,266 shares of Common Stock owned by Acquisition Holdings, representing
approximately 87.2% of the Issued and Outstanding Stock.
(b) Acquisition
Holdings may be deemed to have sole voting and sole dispositive power over the
Common Stock. Each of MT Acquisition and Mr. Thomas may be deemed to have shared
voting and shared dispositive power over the Common Stock. Except to the extent
expressly stated herein, each Reporting Person disclaims beneficial ownership of
any shares of Common Stock beneficially owned by any other Reporting
Person.
(c) On
November 28, 2008, pursuant to a Stock Purchase Agreement (described in further
detail in Item 6), Acquisition Holdings purchased an aggregate of 80,339,266
shares of Common Stock from Mr. Sumner M. Redstone (“
Redstone
”), NAI and
Sumco, Inc. (“
Sumco
”, and together
with Redstone and NAI, the “
Sellers
”) (the “
Share Purchase
”). In
exchange for the Shares and the Participation, Acquisition Holdings paid total
consideration of $100,000 to the Sellers, with such purchase being effected in
accordance with the terms of the Stock Purchase Agreement and the Participation
Agreement described in Item 6 of this Statement. The Stock Purchase
Agreement described in Item 6 below did not allocate the consideration between
the Shares and the Participation, however, assuming that the entire
consideration is allocated to the Shares, the per share price with respect to
the Share Purchase was $0.0012. Except for the Share Purchase, none
of the Reporting Persons identified in Item 2 has effected any other
transactions in the Common Stock during the past 60 days.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Stock Purchase
Agreement
On
November 28, 2008, Acquisition Holdings entered into a Stock Purchase Agreement
with the Sellers, pursuant to which the Sellers sold to Acquisition Holdings,
and Acquisition Holdings purchased from the Sellers, the Shares, representing
approximately 87.2% of the Issued and Outstanding Stock.
The
foregoing summary of the terms of the Stock Purchase Agreement is qualified in
its entirety by reference to the Stock Purchase Agreement, a copy of which is
included as Exhibit 99.2 to this Statement and is incorporated herein by
reference.
Participation
Agreement
On
November 28, 2008, Acquisition Holdings and NAI entered into a Participation
Agreement, pursuant to which NAI granted to Acquisition Holdings and Acquisition
Holdings acquired from NAI, an undivided 100% participation interest in certain
of the loans and advances made by NAI pursuant to the Credit Agreements (as
defined in the Participation Agreement), including all of NAI’s right, title and
interest in, to and under the Credit Agreements, including guarantees,
collateral, pledges, distributions, claims and causes of action against the
borrowers or any other entity that arise out of or are related to any of the
foregoing (the “Participation”), all on the terms and conditions as set forth in
such Participation Agreement. The foregoing summary of the terms of the
Participation Agreement is qualified in its entirety by reference to the
Participation Agreement, a copy of which is included as Exhibit 99.3 to this
Statement and is incorporated herein by reference
Item
7. Material to be Filed as Exhibits.
|
99.1
|
Agreement
of joint filing pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended.
|
|
99.2
|
Stock
Purchase Agreement
|
|
99.3
|
Participation
Agreement
|
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: December
5, 2008
ACQUISITION HOLDINGS
SUBSIDIARY I LLC
By: MT
Acquisition Holdings LLC
By:
/s/
MarkThomas
Name: Mark
Thomas
Title:
President
MT ACQUISITION
HOLDINGS LLC
By:
/s/ Mark
Thomas
Name: Mark
Thomas
Title: Sole
Member
By:
/s/ Mark
Thomas
Name: Mark Thomas, as an
individual
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