<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999
    
                                                      REGISTRATION NO. 333-77483
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
   
                                AMENDMENT NO. 2
    
                                       TO
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                            MCM CAPITAL GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
   

<TABLE>
<S>                                  <C>                                  <C>
              DELAWARE                               7389                              48-1090909
      (STATE OF INCORPORATION)           (PRIMARY STANDARD INDUSTRIAL               (I.R.S. EMPLOYER
                                         CLASSIFICATION CODE NUMBER)              IDENTIFICATION NO.)
</TABLE>

    
 
                             500 WEST FIRST STREET
                         HUTCHINSON, KANSAS 67501-5222
                                 (800) 759-0327
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
                               FRANK I. CHANDLER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            MCM CAPITAL GROUP, INC.
                             500 WEST FIRST STREET
                         HUTCHINSON, KANSAS 67501-5222
                                 (800) 759-0327
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
           COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS
               SENT TO THE AGENT FOR SERVICE, SHOULD BE SENT TO:
 

<TABLE>
<S>                                                   <C>
                  STEVEN D. PIDGEON                                     STEVEN R. FINLEY
                SNELL & WILMER L.L.P.                              GIBSON, DUNN & CRUTCHER LLP
                 ONE ARIZONA CENTER                                200 PARK AVENUE, 47TH FLOOR
               PHOENIX, ARIZONA 85008                                  NEW YORK, NY 10166
                   (602) 382-6252                                        (212) 351-4000
</TABLE>

 
                            ------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis under Rule 415 under the Securities Act, check the
following box:  [ ]
 
     If this Form is filed to register additional securities for an offering
under Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering:  [ ]
------------------
 
     If this Form is a post-effective amendment filed under Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:  [ ]
------------------
 
     If this Form is a post-effective amendment filed under Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:  [ ]
------------------
 
     If delivery of the prospectus is expected to be made under Rule 434, check
the following box:  [ ]
                            ------------------------

                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM                          AMOUNT OF
        TITLE OF SHARES TO BE REGISTERED               AGGREGATE OFFERING PRICE                  REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                   <C>
Common stock, $.01 par value....................           $86,250,000(1)(2)                       $23,977.50(3)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

 
(1) Includes shares of common stock subject to an option granted to the
    underwriters solely to cover over-allotments, if any. See "Underwriting."
(2) Estimated under Section 457(o) solely for the purpose of calculating the
    amount of registration fee.
   
(3) Previously paid.
    
                            ------------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY
DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>   2
   
                   SUBJECT TO COMPLETION, DATED JUNE 14, 1999
    
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
NO ONE MAY SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
   
                                5,000,000 SHARES
    
 
                            [MCM CAPITAL GROUP LOGO]
                                  COMMON STOCK
                               $       PER SHARE
--------------------------------------------------------------------------------
   
This is an initial public offering of common stock of MCM Capital Group, Inc.
MCM acquires and services consumer receivables from sellers that consider them
uncollectible. MCM is offering 3,333,333 shares and the selling stockholders
identified in this prospectus are offering 1,666,667 shares. MCM will not
receive any proceeds from the sale of shares by the selling stockholders. This
is a firm commitment underwriting.
    
 
   
There is currently no public market for the shares. MCM expects that the price
to the public in the offering will be between $14.00 and $16.00 per share. The
market price of the shares after the offering may be higher or lower than the
offering price.
    
The common stock will be listed on the Nasdaq National Market under the symbol
"MCMC."
   
INVESTING IN THE COMMON STOCK INVOLVES RISKS.  SEE "RISK FACTORS" BEGINNING ON
PAGE 7.
    
 

<TABLE>
<CAPTION>
                                              PER SHARE    TOTAL
                                              ---------   --------
<S>                                           <C>         <C>
Price to the public.........................  $           $
Underwriting discount.......................
Proceeds to MCM.............................
Proceeds to the selling stockholders........
</TABLE>

 
   
MCM has granted an over-allotment option to the underwriters. Under this option,
the underwriters may elect to purchase a maximum of 750,000 additional shares
from MCM within 30 days following the date of this prospectus to cover
over-allotments.
    
--------------------------------------------------------------------------------
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
CIBC WORLD MARKETS                                    U.S. BANCORP PIPER JAFFRAY
               The date of this prospectus is             , 1999.
 

<PAGE>   3
 
                [LOGO AND PICTURES OF EMPLOYEES AND FACILITIES.]

<PAGE>   4
 
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Prospectus Summary..........................................     1
Risk Factors................................................     7
Forward-Looking Statements..................................    13
Use of Proceeds.............................................    14
Dividend Policy.............................................    14
Capitalization..............................................    15
Dilution....................................................    16
Selected Financial Data.....................................    17

Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................    20
Business....................................................    29
Management..................................................    38
Principal and Selling Stockholders..........................    44
Certain Transactions........................................    46
Description of Capital Stock................................    47
Shares Eligible for Future Sale.............................    49
Underwriting................................................    51
Legal Matters...............................................    53
Experts.....................................................    53
Where You Can Find More Information.........................    53
Index to Consolidated Financial Statements..................   F-1
</TABLE>

    

<PAGE>   5
 

                               PROSPECTUS SUMMARY
 
   
This summary contains basic information about us and this offering. Because it
is a summary, it does not contain all of the information that you should
consider before investing in the shares. You should read the entire prospectus
carefully including the section entitled "Risk Factors" and the consolidated
financial statements and notes to the consolidated financial statements included
in this prospectus.
    
 
   
This prospectus assumes that the underwriters have not exercised their
over-allotment option and gives effect to our reorganization as a Delaware
holding company and related exchange of each share of common stock of MCM's
Kansas predecessor for 4.941 shares of common stock of MCM.
    
 
                                      MCM
 
   
OUR BUSINESS
    
 
   
MCM acquires and services consumer receivables from sellers that consider them
uncollectible. We currently focus on acquiring credit card receivables
originated by major banks and merchants. We apply a model that we have developed
to analyze the collectibility of receivables and to help us establish a price
for the receivable portfolios we purchase. Because the credit card issuers have
already written off these receivables, we are able to buy receivable portfolios
at substantial discounts to their face amounts. We use our extensive database,
sophisticated phone and computer systems, trained employees and longstanding
experience in servicing receivables to generate a return on the receivables we
purchase.
    
 
   
Established over 30 years ago, we have grown rapidly in recent periods. We
opened a new servicing center in Phoenix, Arizona in 1998. This center has
become our primary servicing facility. At March 31, 1999, we employed 430
personnel dedicated to collection efforts at this facility. We also maintain our
original facility in Kansas, which housed 48 recovery personnel at March 31,
1999. From January 1, 1994 through March 31, 1999, we acquired $1.7 billion of
receivable portfolios for $53.3 million; in 1998 alone, we acquired $722.6
million of receivable portfolios for $24.8 million. During this five-year
period, we recovered $46.2 million on these receivables and continue to
vigorously pursue collections on these portfolios.
    
 
   
We acquire portfolios primarily through "forward flow" agreements with
originating institutions. A forward flow agreement provides for the acquisition
of receivables on a regular basis at a predetermined price over a specific time
period. We currently have forward flow agreements relating to Discover Card and
Montgomery Ward's credit card which extend through 1999 and are renewable
annually upon agreement of the parties. We acquired substantially all of our
receivable portfolios in 1998 and in the first quarter of 1999 under our forward
flow agreements.
    
 
   
Once we acquire a portfolio, we locate the individual customers and use a
friendly but firm approach to recover the receivables in full or to negotiate
settlements or payment plans. We train our employees to work with customers to
evaluate their ability to pay and to develop customized payment programs that
maximize our recoveries. In cases where we believe customers have the ability to
pay, but are unwilling to do so, we may pursue legal action to recover on their
accounts.
    
 
   
OUR MARKET OPPORTUNITY
    
 
   
The receivables management industry is growing rapidly, driven by increasing
levels of consumer debt and increasing charge-offs of the underlying
receivables. At December 31, 1997, consumer debt in the U.S., the amount owed by
individuals, totalled $5.6 trillion, of which consumer credit, which consists of
installment and noninstallment loans, comprised $1.3 trillion. Credit card debt
is the fastest growing component of consumer credit, reaching $560 billion in
December 1997. Credit card debt accounted for 44% of total consumer credit in
1997, up from 30% in 1990, and is projected to reach 51% or $950 billion by
2005. Despite generally sound economic conditions and historically low U.S.
unemployment levels, credit card charge-offs rose to approximately 6.5%, or
$36.2 billion, of outstanding credit card receivables in 1997.
    
 
                                        1

<PAGE>   6
 
   
Historically, originating institutions have sought to limit credit losses by
performing recovery efforts with their own personnel, outsourcing recovery
activities to third-party collection agencies and selling their charged-off
receivables for immediate cash proceeds. From the originating institution's
perspective, selling receivables to receivables management companies such as MCM
yields immediate cash proceeds and earnings and represents a substantial
reduction in the two to five year period typically required for traditional
recovery efforts. It is estimated that sales of charged-off credit card debt
have risen from $2.2 billion in 1990 to $16.5 billion in 1997 and will reach
$25.0 billion in 2000.
    
 
   
OUR STRATEGY
    
 
   
Our goal is to become a leading acquiror and servicer of charged-off
receivables. To achieve this goal, our business strategy emphasizes the
following elements:
    
 
  -     hiring, training and retaining qualified personnel;
 
   
  -     increasing our receivable portfolio acquisitions;
    
 
   
  -     maintaining and enhancing our databases and our phone and computer
        systems to facilitate our collection efforts;
    
 
   
  -     applying and improving the model we have developed to analyze the
        collectibility of receivables and to help us determine a price for the
        portfolios we purchase;
    
 
   
  -     maintaining and developing a variety of financing sources to fund our
        operations;
    
 
   
  -     entering other receivables markets; and
    
 
  -     pursuing acquisitions of complementary companies.
 
   
FUNDING SOURCES AND ACCOUNTING FOR OUR SECURITIZATION PROGRAM
    
 
   
We finance our operations through a variety of funding sources. We maintain a
receivables acquisition or "warehouse" facility to provide funds to purchase
receivables and have utilized lines of credit to provide ongoing working
capital. We also engage in "securitization" transactions to finance receivables
purchases. We completed our first securitization transaction in December 1998.
This securitization included receivables with an aggregate face value of
approximately $1.3 billion and a value on our books, reflecting primarily our
purchase price, of $33.8 million at the time of transfer. We structured this
transaction for accounting purposes as a sale of the receivables, which resulted
in a pretax gain of $9.3 million. In the future, we intend to structure and
account for our securitizations as financing transactions rather than sales. As
a result, we will recognize income over the estimated life of the receivables
rather than recognize a gain at the time of a securitization. In addition, the
receivables and corresponding debt will remain on our balance sheet.
    
 
   
OUR HEADQUARTERS
    
 
   
Our principal executive offices are located at 500 West First Street,
Hutchinson, Kansas 67501 and our telephone number is (800) 759-0327.
    
 
                                        2

<PAGE>   7
 
                                  THE OFFERING
 
   
Common stock offered by MCM.............     3,333,333 shares
    
 
   
Common stock offered by the selling
stockholders............................     1,666,667 shares
    
 
   
Common stock to be outstanding after
this offering...........................     8,274,464 shares(1)
    
 
   
Use of proceeds by MCM..................     - To repay our Nationsbank line of
                                               credit and our Bank of Kansas
                                               loans (approximately $13.7
                                               million at June 10, 1999)
    
 
   
                                             - The remainder for working capital
                                               to expand our business, including
                                               the acquisition of additional
                                               receivable portfolios and
                                               potential business acquisitions
    
 
   
Nasdaq National Market symbol...........     MCMC
    
---------------------------
 
   
(1) Does not include (a) 123,823 shares of common stock issuable upon exercise
    of outstanding options and (b) 750,000 shares of common stock subject to the
    underwriters' over-allotment option.
    
 
                                        3

<PAGE>   8
 
                             SUMMARY FINANCIAL DATA
 
   

<TABLE>
<CAPTION>
                                                                                          FOR THE THREE MONTHS
                                             FOR THE YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                    --------------------------------------------------    ---------------------
                                     1994      1995       1996       1997       1998        1998        1999
                                    -------   -------   --------   --------   --------    ---------   ---------
                                                (IN THOUSANDS, EXCEPT PER SHARE AND PERSONNEL DATA)
<S>                                 <C>       <C>       <C>        <C>        <C>         <C>         <C>
CONSOLIDATED STATEMENT OF
  OPERATIONS DATA:
REVENUES
  Income from receivable
    portfolios....................  $ 1,676   $ 2,035   $  2,387   $  3,200   $ 15,952(1) $  3,047    $    569
  Income from retained interest...       --        --         --         --         --          --       1,660
  Gain on sales of receivable
    portfolios....................      563       501        995      2,014     10,818(2)      169          --
  Servicing fees and related
    income........................       44        --         --         --        105          --       1,971
                                    -------   -------   --------   --------   --------    --------    --------
    Total revenues................    2,283     2,536      3,382      5,214     26,875       3,216       4,200
EXPENSES
  Salaries and employee
    benefits......................    1,345     1,439      1,650      2,064      7,472         883       3,684
  Other operating expenses........      289       261        200        338      2,201         287         815
  General and administrative
    expenses......................      272       330        306        490      1,290         119         739
  Depreciation and amortization...      105       103         96        156        426          41         205
                                    -------   -------   --------   --------   --------    --------    --------
    Total expenses................    2,011     2,133      2,252      3,048     11,389(3)    1,330       5,443
                                    -------   -------   --------   --------   --------    --------    --------
Income (loss) before interest,
  income taxes and extraordinary
  charge..........................      272       403      1,130      2,166     15,486       1,886      (1,243)
Interest and other expenses.......       26       133        145        819      2,886(1)      615         128
                                    -------   -------   --------   --------   --------    --------    --------
Income (loss) before income taxes
  and extraordinary charge........      246       270        985      1,347     12,600       1,271      (1,371)
Provision for income taxes........        4        97        391        540      5,065         478        (546)
                                    -------   -------   --------   --------   --------    --------    --------
Income (loss) before extraordinary
  charge..........................      242       173        594        807      7,535         793        (824)
Extraordinary charge, net of
  income tax......................       --        --         --         --        180         180          --
                                    -------   -------   --------   --------   --------    --------    --------
Net income (loss).................  $   242   $   173   $    594   $    807   $  7,355    $    613    $   (824)
                                    =======   =======   ========   ========   ========    ========    ========
Net income (loss) per common
  share:
  Basic...........................  $  0.05   $  0.04   $   0.12   $   0.16   $   1.49(1) $   0.12    $  (0.17)
  Diluted.........................  $  0.05   $  0.04   $   0.12   $   0.16   $   1.47(1) $   0.12    $  (0.16)
Average common shares outstanding:
  Basic...........................    4,941     4,941      4,941      4,941      4,941       4,941       4,941
  Diluted.........................    4,941     4,941      4,941      4,941      4,996       5,316       5,020
OTHER FINANCIAL DATA:
Cash flows provided by (used in):
  Operations......................  $   836   $  (136)  $    (27)  $ (1,076)  $  3,434    $  1,108    $ (4,247)
  Investing.......................     (677)      320     (1,623)   (10,723)     9,155      (5,548)     (5,285)
  Financing.......................     (212)      (91)     1,620     12,156     (8,408)      4,623       7,118
Return on average assets(5).......    12.27%     8.20%     22.09%      9.30%     24.72%(6)     2.92%     (2.28)%
Return on average equity(5).......   675.16%    57.03%     89.27%     66.54%    196.18%(6)    55.23%     (6.28)%
</TABLE>

    
 
                                        4

<PAGE>   9
 
   

<TABLE>
<CAPTION>
                                                                                          FOR THE THREE MONTHS
                                             FOR THE YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                    --------------------------------------------------    ---------------------
                                     1994      1995       1996       1997       1998        1998        1999
                                    -------   -------   --------   --------   --------    ---------   ---------
                                                (IN THOUSANDS, EXCEPT PER SHARE AND PERSONNEL DATA)
<S>                                 <C>       <C>       <C>        <C>        <C>         <C>         <C>
SELECTED OPERATING DATA:
Collections on receivable
  portfolios (including
  securitized portfolios).........  $ 2,217   $ 2,722   $  3,173   $  5,127   $ 15,940    $  2,293    $  6,901
Purchases of receivable
  portfolios, at face value.......   32,888    58,091    142,438    653,912    722,597     132,380     101,654
Purchases of receivable
  portfolios, at cost.............      616     1,090      4,216     18,249     24,762       4,842       4,179
Total recovery personnel, at end
  of period.......................       34        35         44         53        379         131         478
Total employees, at end of
  period..........................       49        51         56         72        446         156         588
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                                AS OF MARCH 31, 1999
                                                              -------------------------
                                                              ACTUAL     AS ADJUSTED(7)
                                                              -------    --------------
                                                                   (IN THOUSANDS)
<S>                                                           <C>        <C>
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DATA:
Cash........................................................  $ 2,244       $33,064
Investment in receivable portfolios.........................    6,426         6,426
Retained interest in securitized receivables................   25,403        25,403
Total assets................................................   40,294        71,114
Notes payable and other borrowings..........................   14,980            --
Capital lease obligations...................................      490           490
Total liabilities...........................................   27,257        12,277
Total stockholders' equity..................................   13,037        58,837
</TABLE>

    
 
---------------------------
 
   
(1) During 1998, prior to the December 30 securitization transaction, we
    increased our investment in receivable portfolios by $21.0 million or
    135.5%. In addition, $13.0 million or 71.5% of our 1997 acquisitions of
    receivable portfolios occurred during the fourth quarter of 1997. As a
    result, income from receivable portfolios increased dramatically in 1998. In
    order to finance the significant increase in acquisitions of receivable
    portfolios during 1998, MCM's borrowings increased correspondingly during
    the year. MCM had average monthly borrowings of $23.7 million during 1998,
    as compared to $6.9 million during 1997, resulting in a 312.7% increase in
    interest expense.
    
 
   
(2) In December 1998, we completed our first securitization transaction of
    receivable portfolios, which had a value on our books of $33.8 million. The
    transaction was structured and accounted for as a sale in accordance with
    SFAS 125, which resulted in a pretax gain of $9.3 million. In connection
    with the securitization transaction, we retained an interest in the
    securitized receivables and established a related servicing liability. Our
    interest is carried on our books at fair value in accordance with SFAS 115
    and changes in the fair value, as well as the initial write up to fair
    value, are recorded in a separate component of stockholders' equity.
    
 
   
    We intend to structure and account for our future securitization
    transactions as financings, rather than sales. As a result, MCM will not
    record a gain at the time of securitization and the securitized receivables
    and related debt will remain on our statement of financial condition.
    
 
   
(3) In connection with the opening of the Phoenix facility, we increased our
    employees from 72 at December 31, 1997 to 446 at December 31, 1998. As a
    result of this increase in employees and the costs associated with
    establishing the Phoenix facility, MCM's expenses increased significantly
    during 1998.
    
 
                                        5

<PAGE>   10
 
   
(4) Earnings per share based on income before extraordinary charge is as
    follows:
    
 
   

<TABLE>
<CAPTION>
                              FOR THE YEAR ENDED    FOR THE THREE MONTHS
                              DECEMBER 31, 1998     ENDED MARCH 31, 1999
                              ------------------    --------------------
<S>                           <C>                   <C>
Basic.......................        $1.52                  $(0.17)
Diluted.....................        $1.51                  $(0.16)
</TABLE>

    
 
   
(5) Average assets and average equity were determined based on the average of
    monthly balances during the year.
    
 
   
(6) Return on average assets and return on average equity for 1998 include the
    effect of the securitization transaction which closed on December 30, 1998.
    As a result of the securitization, total assets decreased approximately
    $10.7 million primarily due to the net effect of the sale of the receivable
    portfolios ($33.8 million) and recognition of the interest we retained in
    the receivables ($24.0 million). Additionally, stockholders' equity
    increased approximately $10.5 million due to the recognition of the
    unrealized gain on the retained interest of $4.9 million and the gain on
    securitization, net of tax of $5.6 million. If we excluded the effect of the
    securitization transaction from the return calculations, the results for
    1998 would be as follows:
    
 
   
    Return on average assets...............................  5.92%
    
    Return on average equity............................... 63.13%
 
   
(7) Adjusted to give effect to our receipt of the estimated net proceeds from
    the sale of 3,333,333 shares of common stock offered by us at an estimated
    public offering price of $15.00 per share and our application of those
    proceeds as described in "Use of Proceeds."
    
 
                                        6

<PAGE>   11
 

                                  RISK FACTORS
 
You should consider carefully the following factors together with all of the
other information included in this prospectus before you decide to purchase our
common stock.
 
   
FUTURE LOSSES COULD IMPAIR OUR ABILITY TO RAISE CAPITAL OR BORROW MONEY, AS WELL
AS AFFECT OUR STOCK PRICE
    
 
   
Although we have historically been profitable, we incurred a net loss of
$824,408 for the first quarter of this year, and expect to incur a loss in the
second quarter of this year. To the extent that we continue to record losses in
subsequent periods, this could impair our ability to raise additional capital or
borrow money as needed, and could adversely affect our stock price. To a great
extent, the first quarter loss and anticipated second quarter loss are
attributable to the fact that we sold substantially all of our receivables in a
securitization transaction at the end of 1998 which resulted in a gain of $9.3
million. Our recent operating results also reflect that our costs have increased
with the substantial new personnel that we have hired. Our net income will
remain lower and will not offset our operating expenses until we are able to
rebuild our on-balance sheet receivable portfolios and our new employees reach
full productivity. We cannot assure you that our operating results will improve
in future periods.
    
 
   
WE MAY NOT BE ABLE TO RECOVER SUFFICIENT AMOUNTS ON OUR RECEIVABLES TO FUND OUR
OPERATIONS
    
 
   
We acquire and service receivables that the customers have failed to pay and the
sellers have written off. The originating institutions generally make numerous
attempts to recover on their nonperforming receivables, often using a
combination of their in-house recovery departments and third-party collection
agencies. These receivables are difficult to collect and we may not cover the
costs associated with purchasing the receivables and running our business.
    
 
   
WE MAY NOT BE ABLE TO MANAGE OUR GROWTH OR OBTAIN THE RESOURCES NECESSARY TO
ACHIEVE OUR GROWTH PLANS
    
 
   
We have expanded rapidly in recent periods, placing great demands on our
management, employee and financial resources. For example, during 1998, the
number of accounts we serviced increased from 488,000 to 781,000, and our
employee base increased from 72 to 446. We cannot assure you that we will be
able to manage our expanding operations effectively or obtain adequate resources
for our expansion. We intend to continue our growth, which will place additional
demands on our resources. To sustain our planned growth, we will need to enhance
our operational and financial systems and increase our management, employee and
financial resources.
    
 
   
WE MAY NOT BE ABLE TO HIRE AND RETAIN ENOUGH SUFFICIENTLY TRAINED EMPLOYEES TO
SUPPORT OUR OPERATIONS
    
 
   
Our industry is very labor intensive. We compete for qualified personnel with
companies in our business and in the collection agency, teleservices and
telemarketing industries. We will not be able to service our receivables
effectively, continue our growth and operate profitability if we cannot hire and
retain qualified recovery personnel.
    
 
We experience high rates of personnel turnover. The high turnover rate among our
employees increases our recruiting and training costs and may limit the number
of experienced recovery personnel available to service our receivables.
 
   
Our growth requires that we continually hire and train new employees. A large
percentage of our employees joined us within the past year and is still gaining
experience with our recovery process, procedures and policies. Our newer
employees tend to be less productive and generally produce the greatest rate of
personnel turnover.
    
 
                                        7

<PAGE>   12
 
   
WE MAY NOT BE ABLE TO CONTINUE TO OBTAIN THE FINANCING WE NEED TO FUND OUR
OPERATIONS
    
 
   
We cannot assure you that we will be able to meet our future liquidity
requirements. We depend on external sources of financing to fund our operations,
including our warehouse facility, securitizations and lines of credit. Recently,
our need for additional financing and capital resources has increased
dramatically with the growth of our business. Our failure to obtain financing
and capital as needed would limit our ability to operate our business or achieve
our growth plans. Recent industry conditions, including the bankruptcy of credit
card or other receivables purchasers, have caused a tightening of credit to
companies serving these markets. Increased competition also affects the
availability and cost of financing to us.
    
 
   
Our credit facilities impose a number of restrictive covenants, including
financial covenants. Failure to satisfy any one of these covenants would
preclude us from further borrowing under the defaulted facility and could
prevent us from securing alternative sources of funds necessary to operate our
business. Our warehouse facility also contains a condition to borrowing that we
further diversify our receivables suppliers for portfolios to be financed under
the warehouse facility after June 29 of this year. If we do not meet this
condition at any given time thereafter, we would not be able to borrow under the
warehouse facility until we achieve compliance.
    
 
   
WE MAY NOT BE ABLE TO PURCHASE RECEIVABLES AT SUFFICIENTLY FAVORABLE PRICES FOR
US TO BE SUCCESSFUL
    
 
   
Our success depends upon the continued availability of receivables that meet our
requirements. The availability of receivable portfolios at favorable prices
depends on a number of factors outside of our control, including the
continuation of the current growth trends in consumer debt and sales of
receivable portfolios by originating institutions, as well as competitive
factors affecting potential purchasers and sellers of receivables. In this
regard, we compete with other purchasers of defaulted consumer receivables and
with third-party collection agencies, and are affected by financial services
companies that manage their own defaulted consumer receivables. Some of our
competitors have greater capital, personnel and other resources than we do. The
possible entry of new competitors, including competitors that historically have
focused on the acquisition of different asset types, and the expected increase
in competition from current market participants may reduce our access to
receivables. In addition, aggressive pricing by competitors could raise the
price of receivable portfolios above levels that we are willing to pay.
    
 
   
WE MAY NOT BE ABLE TO IDENTIFY AND ACQUIRE ENOUGH RECEIVABLES TO OPERATE
PROFITABLY AND EFFICIENTLY
    
 
   
To operate profitably, we must continually service a sufficient number of
receivables to generate income that exceeds our costs. Because fixed costs such
as personnel salaries and lease or other facilities costs constitute a
significant portion of our overhead, if we do not continually replace the
receivable portfolios we service with additional receivable portfolios, we may
have to reduce the number of employees in our recovery operations. We would then
have to rehire employees as we obtain additional receivable portfolios. These
practices could lead to:
    
 
  -     low employee morale, fewer experienced employees and higher training
        costs;
 
  -     disruptions in our operations and loss of efficiency in recovery
        functions; and
 
   
  -     excess costs associated with unused space in recovery facilities.
    
 
   
WE ARE HIGHLY DEPENDENT ON OUR TWO EXISTING FORWARD FLOW AGREEMENTS AND WE MAY
NOT BE ABLE TO RENEW OR REPLACE THESE AGREEMENTS ON TERMS FAVORABLE TO US
    
 
   
We have agreements to purchase receivables considered uncollectible relating to
Discover Card and Montgomery Ward's credit card. These "forward flow" agreements
are for one year and expire in December 1999. In 1998 and in the first quarter
of 1999, we acquired substantially all of our receivables through these forward
flow agreements. If we are not able to renew or replace one or both of our
existing agreements or if we renew these agreements on less favorable terms, we
may not be able to obtain a sufficient number of receivables to operate
profitably, retain qualified personnel, or sustain our current growth.
    
                                        8

<PAGE>   13
 
   
ONE OF OUR PRIMARY SUPPLIERS MAY HAVE FEWER RECEIVABLES AVAILABLE TO PURCHASE
    
 
   
Montgomery Ward has been reorganizing under the federal bankruptcy code since we
entered into our forward flow agreement relating to its credit card receivables.
Although we have not experienced any slow down to date, we cannot assure you
that the reorganization of Montgomery Ward will not result in the availability
of fewer receivables under our forward flow agreements. Fewer available
receivables could reduce our earnings if we are unable to purchase other
receivables on comparable terms.
    
 
   
WE MAY NOT BE SUCCESSFUL AT ACQUIRING RECEIVABLES IN NEW MARKETS
    
 
   
We may pursue the acquisition of receivables in other consumer loan markets,
such as student loans, in which we have little current experience. We may not be
successful in completing any acquisitions. Moreover, even if completed, our lack
of recent experience in these markets may impair our ability to profitably
service these loans or may result in us paying too much for these loans to
generate a profit from our acquisitions.
    
 
   
WE USE ESTIMATES IN OUR ACCOUNTING AND WE WOULD HAVE TO CHARGE OUR EARNINGS IF
ACTUAL RESULTS WERE LESS THAN ESTIMATED
    
 
   
In accounting for our receivable portfolios, in general we establish their value
at the lower of their "fair value" or their cost. We determine fair value based
on the present value of anticipated cash collections based on our historical
performance experience. The actual amount recovered by us on portfolios may not
correlate to our historical performance experience. Our historical experience
includes receivable portfolios that are much smaller than we have purchased in
recent periods, and therefore may not produce comparable results. If recoveries
on a portfolio are less than or slower than estimated, we may determine that the
fair value of the receivable portfolio is less than its value on our books. We
would then recognize a charge to earnings in the amount of such difference.
    
 
   
In our 1998 securitization, we retained the right to future collections that
exceed all amounts owed and paid to the investors. We account for this right to
future collections at fair value, which we determine based on the present value
of anticipated cash collections. Actual recoveries on these receivables may be
less than or slower than expected. If we determine that the fair value of our
right to future collections is less than its value on our books, we would
recognize a charge to earnings in the amount of the difference.
    
 
   
OUR SERVICING FEES MAY BE INSUFFICIENT TO COVER OUR ASSOCIATED SERVICING COSTS
    
 
Although we will receive a servicing fee to compensate us for our obligations to
service receivables that are securitized, the servicing fee may not be
sufficient to reimburse us for all of our costs associated with servicing the
receivables. Specifically, we do not expect the servicing fee on our 1998
securitization to cover our costs of servicing and have therefore recorded a
liability of $3.6 million in connection with the servicing agreement.
 
   
WE COULD LOSE OUR SERVICING RIGHTS, WHICH COULD LIMIT OUR ABILITY TO OBTAIN
ADDITIONAL FINANCING
    
 
   
In a securitization or warehouse facility, the seller or borrower often is the
servicer of the receivables. If we fail to satisfy our servicing obligations,
our ability to securitize receivables and to obtain additional financing would
be impaired. We could lose the right to service receivables included in our
securitizations or warehouse facility for a variety of reasons including:
    
 
  -     defaults in our servicing obligations;
 
  -     breaches of representations and warranties related to a securitization
        or the warehouse facility; and
 
   
  -     bankruptcy or other insolvency.
    
 
                                        9

<PAGE>   14
 
   
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE AND CAUSE OUR STOCK PRICE TO
DECREASE
    
 
Because of the nature of our business, our quarterly operating results may
fluctuate in the future which may adversely affect the market price of our
common stock. The reasons our results may fluctuate include:
 
  -     the timing and amount of recoveries on our receivables;
 
   
  -     any charge to earnings resulting from a decline in the value of our
        receivable portfolios or in the value of our interest in securitized
        receivables, or any required increase in a related servicing liability;
        and
    
 
  -     increases in operating expenses associated with the growth of our
        operations.
 
   
WE ANTICIPATE CHANGING THE STRUCTURE OF OUR SECURITIZATIONS WHICH WILL LOWER OUR
SHORT-TERM EARNINGS AND COULD AFFECT OUR ABILITY TO OBTAIN FINANCING AND AFFECT
OUR STOCK PRICE
    
 
   
In future periods, we do not expect to recognize gains relating to
securitization transactions as a result of our intent to structure and account
for future securitizations as financing transactions. This will lower our
short-term earnings and could affect our ability to finance our operations, as
well as affect our stock price. For securitizations structured and accounted for
as sale transactions, earnings for the reporting period in which the
securitization transaction occurred are increased by the amount of the related
gain on securitization. In structuring securitization transactions as
financings, we will not recognize a gain at the time of securitization and
therefore our earnings for the related reporting period will be lower relative
to earnings results under gain on sale accounting. Since we accounted for our
December 30, 1998 securitization as a sale transaction and thus recorded a
related gain in 1998, our earnings during 1999 and future periods may not be
comparable to those for 1998.
    
 
   
OUR RECOVERIES MAY DECREASE IN A WEAK ECONOMIC CYCLE
    
 
   
Since we began acquiring nonperforming receivables, the U.S. economy has
generally been strong and many economic factors have been favorable. We cannot
assure you that our recovery experience would not worsen in a weak economic
cycle. If our actual recovery experience with respect to a receivable portfolio
is significantly lower than we projected when we purchased the portfolio, our
financial condition and results of operations could deteriorate.
    
 
   
WE COULD LOSE A MEMBER OF OUR SENIOR MANAGEMENT TEAM, WHICH COULD NEGATIVELY
AFFECT OUR OPERATIONS
    
 
   
The loss of the services of one or more of our executive officers or key
employees could disrupt our operations. We have employment agreements with Frank
Chandler, our Chief Executive Officer and President, and each of our other
senior executives. The agreements contain noncompetition provisions that survive
termination of employment in some circumstances. However, these agreements do
not assure the continued services of these officers and we cannot assure you
that the noncompetition provisions will be enforceable.
    
 
   
WE COULD SUFFER YEAR 2000 COMPUTER PROBLEMS THAT COULD DISRUPT OUR OPERATIONS
    
 
   
We could be affected by failures of our business systems, as well as those of
our suppliers and vendors, due to the year 2000 problem. Any failure could
result in a disruption of our collection efforts which would impair our
operations. We recently upgraded our computer, telecommunications, software
applications, and business systems, and believe that these systems are
substantially year 2000 ready. However, we cannot assure you that year 2000
problems will not arise with our systems.
    
 
   
In addition, year 2000 failures on the part of our suppliers or vendors could
occur, which could also disrupt our operations. Our suppliers and vendors
include our telephone and utility suppliers, our forward-flow contract and other
receivables vendors and, to a lesser extent, our licensed software vendors.
Potential consequences of our business systems, or the business systems of the
third parties with whom we conduct
    
 
                                       10

<PAGE>   15
 
   
business, not being year 2000 ready include failure to operate due to a lack of
power, disruption or errors in credit information and receivable recovery
efforts, and delays in receiving inventory and supplies.
    
 
   
OUR OPERATIONS COULD SUFFER FROM INADEQUATE OR COSTLY TECHNOLOGY OR PHONE
SYSTEMS
    
 
   
Our success depends in large part on sophisticated telecommunications and
computer systems. The temporary or permanent loss of our computer and
telecommunications equipment and software systems, through casualty or operating
malfunction, could disrupt our operations. In the normal course of our business,
we must record and process significant amounts of data quickly and accurately to
properly bid on prospective acquisitions of receivable portfolios and to access,
maintain and expand the databases we use for our recovery activities. Any
simultaneous failure of both of our information systems or software and their
backup systems would interrupt our business operations.
    
 
   
Our business depends heavily on service provided by various local and long
distance telephone companies. A significant increase in telephone service costs
or any significant interruption in telephone services could reduce our
profitability or disrupt our operations.
    
 
   
WE MAY NOT BE ABLE TO SUCCESSFULLY ANTICIPATE, INVEST IN OR ADOPT TECHNOLOGICAL
ADVANCES WITHIN OUR INDUSTRY
    
 
   
Our business relies on computer and telecommunications technologies and our
ability to integrate these technologies into our business is essential to our
competitive position and our success. We may not be successful in anticipating,
managing, or adopting technological changes on a timely basis. Computer and
telecommunications technologies are evolving rapidly and are characterized by
short product life cycles.
    
 
   
While we believe that our existing information systems are sufficient to meet
our current demands and continued expansion, our future growth may require
additional investment in these systems. We depend on having the capital
resources necessary to invest in new technologies to acquire and service
receivables. We cannot assure you that adequate capital resources will be
available to us.
    
 
   
WE MAY MAKE ACQUISITIONS THAT PROVE UNSUCCESSFUL OR STRAIN OR DIVERT OUR
RESOURCES
    
 
   
We intend to consider acquisitions of other companies in our industry that could
complement our business, including the acquisition of entities in diverse
geographic regions and entities offering greater access to industries and
markets that we do not currently serve. We have no experience in completing
acquisitions, and we may not be able to successfully acquire other businesses.
If we do, we may not be able to successfully integrate these businesses with our
own. Further, acquisitions may place additional constraints on our resources
such as diverting the attention of our management from other business concerns.
Through acquisitions, we may enter markets in which we have no or limited
experience. Moreover, any acquisition may result in a potentially dilutive
issuance of equity securities, incurrence of additional debt and amortization of
expenses related to goodwill and intangible assets, all of which could reduce
our profitability.
    
 
   
GOVERNMENT REGULATION MAY LIMIT OUR ABILITY TO RECOVER AND ENFORCE RECEIVABLES
    
 
   
Federal and state laws may limit our ability to recover and enforce receivables
regardless of any act or omission on our part. Some laws and regulations
applicable to credit card issuers may preclude us from collecting on receivables
we purchase where the card issuer failed to comply with applicable law in
generating or servicing the receivables we acquired. Laws relating to debt
collections also directly apply to our business. Our failure to comply with any
laws or regulations applicable to us could limit our ability to recover on
receivables, which could reduce our earnings.
    
 
While all of our receivables acquisition contracts contain provisions
indemnifying us for losses due to the originating institution's failure to
comply with applicable laws and other events, we cannot assure you that the
indemnities received from originating institutions will be adequate to protect
us from losses on the receivables or liabilities to customers.
 
                                       11

<PAGE>   16
 
   
THE VOTING POWER OF OUR CONTROLLING STOCKHOLDERS MAY LIMIT YOUR VOTING RIGHTS
    
 
   
Our current stockholders, which include officers, directors and their
affiliates, have and after the completion of the offering will continue to have
control over our affairs. They will continue to have the ability to elect our
directors and determine the outcome of votes by our stockholders on corporate
matters, including mergers, sales of all or substantially all of our assets,
charter amendments and other matters requiring stockholder approval.
    
 
   
WE CAN ISSUE PREFERRED STOCK WITHOUT YOUR APPROVAL WHICH COULD DILUTE AND REDUCE
THE VALUE OF YOUR STOCK
    
 
   
Our charter documents authorize us to issue shares of "blank check" preferred
stock, the designation, number, voting powers, preferences, and rights of which
may be fixed or altered from time to time by our board of directors.
Accordingly, the board of directors has the authority, without stockholder
approval, to issue preferred stock with rights that could dilute the voting
power or other rights of common stock holders or reduce the market value of the
common stock.
    
 
   
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND STATE LAW MAY INHIBIT
BENEFICIAL CHANGES OF CONTROL
    
 
   
Our charter documents and Delaware law contain provisions which could make it
more difficult for a third party to acquire us, even if such a change in control
would be beneficial to our stockholders. For example:
    
 
  -     our board of directors has the power to issue shares of preferred stock
        and set the related terms without stockholder approval;
 
  -     we are restricted in our ability to enter into business combinations
        with interested stockholders;
 
   
  -     stockholders can remove a director, with or without cause, only upon the
        vote of the holders of at least two-thirds of the shares entitled to
        vote in the election of directors;
    
 
   
  -     stockholders can amend or repeal our bylaws only upon the vote of the
        holders of at least two-thirds of our outstanding common stock;
    
 
   
  -     the ability of our stockholders to call a special meeting is limited;
        and
    
 
  -     we require advanced notice for nominating candidates and for stockholder
        proposals.
 
   
ADDITIONAL SHARES OF OUR COMMON STOCK THAT WILL BE ELIGIBLE FOR FUTURE SALE IN
THE PUBLIC MARKET AFTER THIS OFFERING COULD CAUSE OUR STOCK PRICE TO DECREASE OR
LIMIT OUR ABILITY TO RAISE CAPITAL
    
 
   
If one or more of our stockholders sell substantial amounts of our common stock,
the market price of our common stock could drop. These sales could make it
difficult for us to raise funds through future offerings of common stock or
depress our stock price at a time when we need to raise capital.
    
 
   
When this offering is complete, there will be 8,274,464 shares of common stock
outstanding. Of these shares, the 5,000,000 shares sold in this offering will be
freely tradeable without restriction, except for any shares acquired by persons
such as directors, officers and major stockholders. In addition, all other
shares outstanding will be available for sale 180 days after the closing of this
offering. Even the perception that additional shares could be sold in the public
market could affect our stock price.
    
 
                                       12

<PAGE>   17
 
                           FORWARD-LOOKING STATEMENTS
 
   
Some of the information in this prospectus contains forward-looking statements
within the meaning of the federal securities laws. These statements include,
among others, statements found under "Prospectus Summary," "Risk Factors," "Use
of Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business." Forward-looking statements typically are
identified by use of terms such as "may," "will," "expect," "anticipate,"
"estimate" and similar words, although some forward-looking statements are
expressed differently. You should be aware that our actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors, some of which are beyond our control. Factors that could
affect our results and cause them to differ from those contained in the
forward-looking statements include:
    
 
   
  -     our ability to recover sufficient amounts on receivables to fund
        operations;
    
 
   
  -     our ability to hire and retain qualified personnel to recover our
        receivables efficiently;
    
 
   
  -     the availability of financing;
    
 
   
  -     the availability of sufficient receivables at prices consistent with our
        return targets; and
    
 
   
  -     our ability to renew our current forward flow agreements at favorable
        terms.
    
 
You should also consider carefully the statements under "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and other sections of this prospectus which address
additional factors that could cause our actual results to differ from those set
forth in the forward-looking statements.
 
                                       13

<PAGE>   18
 

                                USE OF PROCEEDS
 
   
We estimate that the net proceeds from the sale of the shares of common stock we
are offering will be $45.8 million. If the underwriters fully exercise the
over-allotment option, the net proceeds of the shares sold by us will be $56.5
million. "Net proceeds" is what we expect to receive after paying underwriting
discounts and commissions and estimated offering expenses. For the purposes of
estimating net proceeds, we are assuming that the public offering price will be
$15.00 per share. We will not receive any proceeds from the sale of shares by
the selling stockholders.
    
 
   
We expect to use approximately $13.7 million of the net proceeds we receive to
repay some of our existing $24.4 million in debt, with the balance to be used
for working capital to facilitate expansion of the business, including the
purchase of additional receivable portfolios and potential acquisitions of
recovery businesses. We have no pending commitments related to any business
acquisitions. Prior to using the proceeds as described above, we will invest the
funds in short-term, investment grade, interest-bearing securities.
    
 
   
Our debt to be repaid includes a $15.0 million revolving credit facility with
approximately $13.3 million outstanding as of June 10, 1999 and $0.4 million in
Bank of Kansas loans. The revolving credit facility expires on July 15, 1999.
The facility bears a floating interest rate based on the prime rate established
by the lender resulting in a borrowing rate of 7.75% at June 10, 1999. The
facility will be retired with the proceeds of this offering. The Bank of Kansas
loans expire on January 15, 2001, have an interest rate of 9.00% and will be
repaid in full with the proceeds of this offering. We currently use the
revolving credit facility to fund receivable portfolio purchases and to provide
working capital.
    
 

                                DIVIDEND POLICY
 
We have never declared or paid dividends on our common stock and we anticipate
that we will retain earnings to support operations and to finance the growth and
development of our business. Therefore, we do not intend to declare or pay
dividends on the common stock for the foreseeable future. The declaration,
payment and amount of future dividends, if any, will be subject to the
discretion of our board of directors. In addition, while our current financing
agreements do not place restrictions on dividend payments, we may be subject to
dividend restrictions under future financing facilities.
 
                                       14

<PAGE>   19
 

                                 CAPITALIZATION
 
   
The following table sets forth our capitalization as of March 31, 1999 and as
adjusted to give effect to our receipt of the estimated net proceeds from the
sale of 3,333,333 shares of common stock offered by us at an assumed public
offering price of $15.00 per share and the application of our net proceeds as
described in "Use of Proceeds." To better understand this table you should
review "Management's Discussion and Analysis of Financial Condition and Results
of Operations," our financial statements, including the related notes, and the
other financial information included elsewhere in this prospectus.
    
 
   

<TABLE>
<CAPTION>
                                                                  MARCH 31, 1999
                                                            --------------------------
                                                              ACTUAL       AS ADJUSTED
                                                            -----------    -----------
<S>                                                         <C>            <C>
Debt:
  Notes payable and other borrowings......................  $14,980,265    $        --
Stockholders' equity:
  Preferred Stock, par value $.01 per share, 5,000,000
     shares authorized; none issued and outstanding.......           --             --
  Common Stock, par value $.01 per share, 50,000,000
     shares authorized; 4,941,131 shares issued and
     outstanding, actual; and 8,274,464 shares issued and
     outstanding, as adjusted.............................       49,411         82,744
  Additional paid-in capital..............................       80,589     45,847,256
  Unrealized gain.........................................    4,822,454      4,822,454
  Retained earnings.......................................    8,084,558      8,084,558
                                                            -----------    -----------
     Total stockholders' equity...........................   13,037,012     58,837,012
                                                            -----------    -----------
       Total capitalization...............................  $28,017,277    $58,837,012
                                                            ===========    ===========
</TABLE>

    
 
                                       15

<PAGE>   20
 
                                    DILUTION
 
   
At March 31, 1999, our net tangible book value was $12.2 million or $2.47 per
share. "Net tangible book value" is total assets minus the sum of liabilities
and intangible assets. "Net tangible book value per share" is net tangible book
value divided by the total number of shares of common stock outstanding as of
March 31, 1999.
    
 
   
After giving effect to adjustments relating to the offering, our pro forma net
tangible book value on March 31, 1999 would have been $58.0 million or $7.01 per
share. The adjustments made to determine pro forma net tangible book value per
share are the following:
    
 
   
  -     an increase in total assets to reflect the net proceeds received by us
        from the offering as described under "Use of Proceeds" assuming that the
        public offering price will be $15.00 per share; and
    
 
   
  -     the addition of the number of shares offered by us under this prospectus
        to the number of shares outstanding.
    
 
   
The following table illustrates the pro forma increase in net tangible book
value of $4.54 per share and the dilution, or the difference between the
offering price per share and net tangible book value per share, to new
investors.
    
 
   

<TABLE>
<S>                                                           <C>      <C>
Assumed initial public offering price per share.............           $15.00
Net tangible book value per share at March 31, 1999.........  $2.47
Increase in net tangible book value per share attributable
  to the offering...........................................   4.54
                                                              -----
Pro forma net tangible book value per share at March 31,
  1999 after giving effect to the offering..................             7.01
                                                                       ------
Dilution per share to new investors in the offering.........           $ 7.99
                                                                       ======
</TABLE>

    
 
   
The table below shows the difference between the existing stockholders and the
new investors purchasing common stock in this offering with respect to the total
number of shares acquired from MCM, the total consideration paid and the average
price paid per share based upon an assumed initial public offering price of
$15.00 per share.
    
 
   

<TABLE>
<CAPTION>
                                  SHARES PURCHASED       TOTAL CONSIDERATION       AVERAGE
                                --------------------    ----------------------    PRICE PER
                                 NUMBER      PERCENT      AMOUNT       PERCENT      SHARE
                                ---------    -------    -----------    -------    ---------
<S>                             <C>          <C>        <C>            <C>        <C>
Existing stockholders.........  4,941,131       60%     $10,900,000       18%     $   2.21
New investors.................  3,333,333       40       50,000,000       82         15.00
                                ---------      ---      -----------      ---
     Total....................  8,274,464      100%     $60,900,000      100%
                                =========      ===      ===========      ===
</TABLE>

    
 
The table above does not give effect to sales of shares by the selling
stockholders.
 
                                       16

<PAGE>   21
 
                            SELECTED FINANCIAL DATA
 
   
This table sets forth selected historical financial data of MCM. You should read
carefully the consolidated financial statements and notes included in this
prospectus. The selected data in this section are not intended to replace the
consolidated financial statements. The selected financial data, except for
Selected Operating Data, as of December 31, 1995 and for the year then ended,
were derived from our audited consolidated financial statements not included in
this prospectus. Selected Operating Data are derived from the books and records
of MCM. The selected financial data, except for Selected Operating Data, as of
December 31, 1996, 1997 and 1998 and for the years then ended, were derived from
our audited consolidated financial statements included elsewhere in this
prospectus. These consolidated financial statements were audited by Ernst &
Young LLP, independent auditors. The selected financial data as of March 31,
1998 and 1999 and for the three months then ended were derived from our
unaudited consolidated financial statements included elsewhere in this
prospectus. We derived the selected financial data as of December 31, 1994 and
for the year then ended from unaudited consolidated financial statements that
are not included in this prospectus. MCM's management believes that the
unaudited historical consolidated financial statements contain all adjustments
needed to present fairly in all material respects the information included in
those statements, and that the adjustments made consist only of normal recurring
adjustments. Operating results for the three months ended March 31, 1999 are not
necessarily indicative of results that may be expected for the entire year or
results that we will achieve in the future.
    
 
   

<TABLE>
<CAPTION>
                                                                                                       FOR THE THREE MONTHS
                                                          FOR THE YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                                 --------------------------------------------------    ---------------------
                                                  1994      1995       1996       1997       1998        1998        1999
                                                 -------   -------   --------   --------   --------    ---------   ---------
                                                             (IN THOUSANDS, EXCEPT PER SHARE AND PERSONNEL DATA)
<S>                                              <C>       <C>       <C>        <C>        <C>         <C>         <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
REVENUES
  Income from receivable portfolios............  $ 1,676   $ 2,035   $  2,387   $  3,200   $ 15,952(1) $  3,047    $    569
  Income from retained interest................       --        --         --         --         --          --       1,660
  Gain on sales of receivable portfolios.......      563       501        995      2,014     10,818(2)      169          --
  Servicing fees and related income............       44        --         --         --        105          --       1,971
                                                 -------   -------   --------   --------   --------    --------    --------
    Total revenues.............................    2,283     2,536      3,382      5,214     26,875       3,216       4,200
EXPENSES
  Salaries and employee benefits...............    1,345     1,439      1,650      2,064      7,472         883       3,684
  Other operating expenses.....................      289       261        200        338      2,201         287         815
  General and administrative expenses..........      272       330        306        490      1,290         119         739
  Depreciation and amortization................      105       103         96        156        426          41         205
                                                 -------   -------   --------   --------   --------    --------    --------
    Total expenses.............................    2,011     2,133      2,252      3,048     11,389(3)    1,330       5,443
                                                 -------   -------   --------   --------   --------    --------    --------
Income (loss) before interest, income taxes and
  extraordinary charge.........................      272       403      1,130      2,166     15,486       1,886      (1,243)
Interest and other expenses....................       26       133        145        819      2,886(1)      615         128
                                                 -------   -------   --------   --------   --------    --------    --------
Income (loss) before income taxes and
  extraordinary charge.........................      246       270        985      1,347     12,600       1,271      (1,371)
Provision for income taxes.....................        4        97        391        540      5,065         478        (546)
                                                 -------   -------   --------   --------   --------    --------    --------
Income (loss) before extraordinary charge......      242       173        594        807      7,535         793        (824)
Extraordinary charge, net of income tax........       --        --         --         --        180         180          --
                                                 -------   -------   --------   --------   --------    --------    --------
Net income(loss)...............................  $   242   $   173   $    594   $    807   $  7,355    $    613    $   (824)
                                                 =======   =======   ========   ========   ========    ========    ========
Net income (loss) per common share:
  Basic........................................  $  0.05   $  0.04   $   0.12   $   0.16   $   1.49(4) $   0.12    $  (0.17)
  Diluted......................................  $  0.05   $  0.04   $   0.12   $   0.16   $   1.47(4) $   0.12    $  (0.16)
Average common shares outstanding:
  Basic........................................    4,941     4,941      4,941      4,941      4,941       4,941       4,941
  Diluted......................................    4,941     4,941      4,941      4,941      4,996       5,316       5,020
</TABLE>

    
 
                                       17

<PAGE>   22
 
   

<TABLE>
<CAPTION>
                                                                                                       FOR THE THREE MONTHS
                                                          FOR THE YEAR ENDED DECEMBER 31,                 ENDED MARCH 31,
                                                 --------------------------------------------------    ---------------------
                                                  1994      1995       1996       1997       1998        1998        1999
                                                 -------   -------   --------   --------   --------    ---------   ---------
                                                             (IN THOUSANDS, EXCEPT PER SHARE AND PERSONNEL DATA)
<S>                                              <C>       <C>       <C>        <C>        <C>         <C>         <C>
OTHER FINANCIAL DATA:
Cash flows provided by (used in):
  Operations...................................  $   836   $  (136)  $    (27)  $ (1,076)  $  3,434    $  1,108    $ (4,247)
  Investing....................................     (677)      320     (1,623)   (10,723)     9,155      (5,548)     (5,285)
  Financing....................................     (212)      (91)     1,620     12,156     (8,408)      4,623       7,118
Return on average assets(5)....................    12.27%     8.20%     22.09%      9.30%     24.72%(6)     2.92%     (2.28)%
Return on average equity(5)....................   675.16%    57.03%     89.27%     66.54%    196.18%(6)    55.23%     (6.28)%
SELECTED OPERATING DATA:
Collections on receivable portfolios (including
  securitized portfolios)......................  $ 2,217   $ 2,722   $  3,173   $  5,127   $ 15,940    $  2,293    $  6,901
Purchases of receivable portfolios, at face
  value........................................   32,888    58,091    142,438    653,912    722,597     132,380     101,654
Purchases of receivable portfolios, at cost....      616     1,090      4,216     18,249     24,762       4,842       4,179
Total recovery personnel, at end of period.....       34        35         44         53        379         131         478
Total employees, at end of period..............       49        51         56         72        446(3)      156         588
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                                           AS OF DECEMBER 31,                   AS OF
                                                              --------------------------------------------    MARCH 31,
                                                               1994     1995     1996     1997      1998        1999
                                                              ------   ------   ------   -------   -------    ---------
                                                                                   (IN THOUSANDS)
<S>                                                           <C>      <C>      <C>      <C>       <C>        <C>
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DATA:
Cash........................................................  $   57   $  150   $  120   $   477   $ 4,658    $   2,244
Investment in receivable portfolios.........................     473      660    2,840    15,411     2,052(1)     6,426
Retained interest in securitized receivables................      --       --       --        --    23,986(2)    25,403
Total assets................................................   1,952    1,734    4,034    16,964    34,828       40,294
Notes payable and other borrowings..........................  $1,227   $1,136   $2,756   $14,774   $ 7,005(1) $  14,980
Capital lease obligations...................................      --       --       --        --       506          490
Total liabilities...........................................   1,880    1,581    3,287    15,410    20,906       27,257
Total stockholders' equity..................................      72      153      747     1,554    13,922       13,037
</TABLE>

    
 
---------------------------
 
   
(1) During 1998, prior to the December 30 securitization transaction, we
    increased our investment in receivable portfolios by $21.0 million or
    135.5%. In addition, $13.0 million or 71.5% of our 1997 acquisitions of
    receivable portfolios occurred during the fourth quarter of 1997. As a
    result, income from receivable portfolios increased dramatically in 1998. In
    order to finance the significant increase in acquisitions of receivable
    portfolios during 1998, MCM's borrowings increased correspondingly during
    the year. MCM had average monthly borrowings of $23.7 million during 1998,
    as compared to $6.9 million during 1997, resulting in a 312.7% increase in
    interest expense.
    
 
   
(2) In December 1998, we completed our first securitization transaction of
    receivable portfolios, which had a carrying value of $33.8 million. The
    transaction was structured and accounted for as a sale in accordance with
    SFAS 125, which resulted in a pretax gain of $9.3 million. In connection
    with the securitization transaction, we recorded a retained interest in the
    securitized receivables and a servicing liability. The retained interest is
    carried on our books at fair value in accordance with SFAS 115 and changes
    in the fair value, as well as the initial write up to fair value, are
    recorded in a separate component of stockholders' equity.
    
 
   
    We intend to structure and account for our future securitization
    transactions as financings, rather than sales. As a result, MCM will not
    record a gain at the time of securitization and the securitized receivables
    and related debt will remain on our statement of financial condition.
    
 
(3) In connection with the opening of the Phoenix facility, we increased our
    employees from 72 at December 31, 1997 to 446 at December 31, 1998. As a
    result of this increase in employees and the costs associated with
    establishing the Phoenix facility, MCM's expenses increased significantly
    during 1998.
 
                                       18

<PAGE>   23
 
   
(4) Earnings per share based on income before extraordinary charge is as
    follows:
    
 
   

<TABLE>
<CAPTION>
                                                FOR THE YEAR ENDED    FOR THE THREE MONTHS
                                                DECEMBER 31, 1998     ENDED MARCH 31, 1999
                                                ------------------    --------------------
<S>                                             <C>                   <C>
Basic.........................................        $1.52                  $(0.17)
Diluted.......................................        $1.51                  $(0.16)
</TABLE>

    
 
(5) Average assets and average equity were determined based on the average of
    monthly balances during the year.
 
   
(6) Return on average assets and return on average equity for 1998 include the
    effect of the securitization transaction which closed on December 30, 1998.
    As a result of the securitization, total assets decreased approximately
    $10.7 million primarily due to the net effect of the sale of the receivable
    portfolios ($33.8 million) and recognition of the interest we retained in
    the receivables ($24.0 million). Additionally, stockholders' equity
    increased approximately $10.5 million due to the recognition of the
    unrealized gain on the retained interest of $4.9 million and the gain on
    securitization, net of tax of $5.6 million. If the securitization
    transaction were excluded from the return calculations, the results for 1998
    would be as follows:
    
 
   

<TABLE>
<S>                                                           <C>
Return on average assets....................................   5.92%
Return on average equity....................................  63.13%
</TABLE>

    
 
                                       19

<PAGE>   24
 

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
 
You should read this discussion together with the consolidated financial
statements and other financial information included in this prospectus.
 
   
OVERVIEW
    
   
    
 
   
We acquire and service consumer receivables originated from a variety of
sources. The sellers of these receivables consider them uncollectible and have
typically written them off of their financial records. We currently focus on
acquiring charged-off credit card receivables originated by major banks and
merchants. Credit card issuers often sell a significant portion of their
charged-off receivables to allow them to focus on their core businesses and
realize immediate cash proceeds and earnings. Because the credit card issuers
have already attempted to recover the receivables, we are able to buy receivable
portfolios at substantial discounts to their face amounts.
    
 
   
We have grown rapidly in recent periods. We opened a new servicing center in
Phoenix, Arizona in 1998 and we employed 430 recovery personnel at this facility
at March 31, 1999. From January 1, 1994 through March 31, 1999, we acquired $1.7
billion of receivable portfolios for $53.3 million, of which we acquired $722.6
million of receivable portfolios in 1998 for $24.8 million. Through March 31,
1999, we recovered $46.2 million on these receivable portfolios.
    
 
   
We completed our first securitization in December 1998, which we structured for
accounting purposes as a sale of the receivables. In the future, we intend to
structure and account for our securitizations as financing transactions rather
than sales. As a result, we will recognize income over the estimated life of the
receivables rather than recognize a gain at the time of a securitization. In
addition, the receivables and corresponding debt will remain on our statement of
financial condition. This will result in lower income relative to income
reflective of gain on sale accounting in the reporting period in which the
securitization occurs, as there will be no gain recorded at the time of the
securitization.
    
 
   
  Origination
    
   
    
 
   
Portfolio Purchases. MCM purchases receivable portfolios on a transaction by
transaction basis as well as through forward flow agreements with originating
institutions. Under a forward flow agreement, MCM agrees to purchase charged-off
receivables from a third-party supplier on a periodic basis at a predetermined
price over a specified time period. To date, we have structured forward flow
agreements relating to two credit cards. We completed substantially all our
portfolio purchases during 1998 and the first quarter of 1999 under these
forward flow agreements, which will terminate in December 1999, unless renewed.
    
 
Our industry places receivables into categories depending on the number of
collection agencies that have previously attempted to collect on the
receivables. For example, "zero agency receivables" have had no previous
third-party collection activity and "secondary agency receivables" have had two
previous collection agencies attempt to collect on the receivables. In 1998 and
the first quarter of 1999, we acquired primarily zero and secondary agency
receivables.
 
   
  Accounting
    
   
    
 
   
Static Pool Analysis. We account for our investment in receivable portfolios on
the accrual basis of accounting in accordance with the provisions of the
American Institute of Certified Public Accountants' Practice Bulletin 6,
"Amortization of Discounts on Certain Acquired Loans." When MCM acquires a
portfolio, it records it at cost, and establishes the portfolio as a separate
static pool. MCM accounts for each static pool as a separate unit for the
economic life of the pool to track income from each receivable portfolio, to
apply recoveries to the principal of each receivable portfolio and to make
provisions for loss or impairment of each receivable portfolio.
    
 
                                       20

<PAGE>   25
 
In accounting for our investment in receivable portfolios, MCM has developed a
proprietary software model to facilitate cash flow modeling of each static pool
and determine the internal rate of return for income recognition purposes. MCM
projects the timing and amounts of recoveries based on historical performance
experience, as well as current market conditions and specific portfolio
characteristics. Income from receivable portfolios is accrued based on the
internal rate of return determined for each pool applied to each pool's original
cost basis, adjusted for unpaid accrued income and principal paydowns. To the
extent recoveries exceed the income accrual, the carrying value is reduced. If
the accrual is greater than recoveries, then the carrying value of the
receivable portfolios is increased by this amount. Accretion typically occurs in
the early months of ownership of the portfolios during which time recoveries are
lower while MCM begins the process of skip tracing efforts and initiating
contact with the borrowers.
 
   
At least quarterly, we evaluate the reasonableness of our assumptions relating
primarily to the amounts and timing of recoveries and the discount rate based on
actual performance. In the event that assumptions need to be adjusted, MCM
prospectively adjusts the internal rate of return, and thus the income accrual
for a pool. We also monitor impairment of our receivable portfolios on a
quarterly basis based on the fair value of each portfolio compared to each
portfolio's carrying amount. We base the fair value of the portfolio on
discounted expected future cash flows, using a discount rate which reflects an
acceptable rate of return adjusted for risks specific to the portfolio.
    
 
   
Securitizations. On December 30, 1998, MCM completed a securitization
transaction of portfolio receivables. Midland Receivables 98-1 Corporation, a
bankruptcy remote special purpose entity formed by MCM, issued nonrecourse notes
in the amount of $33.0 million bearing interest at 8.63% per annum. The notes
are collateralized by the securitized charged-off receivables and a cash reserve
account of approximately $1.0 million, and are insured through a financial
guaranty insurance policy. The securitized receivables had an original aggregate
face amount of approximately $1.3 billion without giving effect to recoveries or
settled balances and a carrying value of $33.8 million at the time of transfer.
    
 
For accounting purposes, the transaction was recorded as a sale under the
provisions of Statement of Financial Accounting Standards No. 125 (SFAS 125).
MCM recognized a pretax gain of $9.3 million from the securitization
transaction. The proceeds from the securitization were used by MCM to pay off
the line of credit balance incurred in connection with the purchase of the
receivables, to retire other debt and to pay transaction costs.
 
   
In connection with the securitization transaction, MCM recorded a retained
interest in the securitized receivables and a servicing liability. The retained
interest represents MCM's right to a portion of the collections from securitized
receivables, to the extent the aggregate of such collections exceeds all amounts
owed to note holders. MCM has projected that the total amount of recoveries from
the securitized receivables will significantly exceed amounts owed to note
holders. We have recorded our retained interest at its relative fair value of
$24.0 million. Fair value is determined based on the present value of the
anticipated cash collections in excess of amounts owed to note holders. In
connection with servicing obligations, for which MCM receives a servicing fee of
20% of gross monthly recoveries, MCM recorded a servicing liability in the
amount of $3.6 million. In this regard, we do not expect the benefits of
servicing the securitized receivables to fully compensate us for our costs to
perform the servicing. The amortization of the servicing liability is included
in servicing fees and related income in the consolidated statement of operations
over the expected term of the securitization. See Note 1 of the consolidated
financial statements for further discussion of MCM's accounting for the
securitization transaction.
    
 
   
In determining the gain on the securitization, and to value our retained
interest in the securitization MCM assumed a discount rate of 30% based on rates
of return for similar financial instruments and what we believe to be an
acceptable rate of return, adjusted for the related risk. Based on historical
performance, we assumed that:
    
 
  -     recoveries will occur over a period of 48 to 60 months following
        closing; and
 
  -     total recoveries on the individual receivable portfolios will range from
        2 to 3 times their original cost basis.
 
                                       21

<PAGE>   26
 
We cannot assure you that actual recoveries will match our estimates. Until the
note holders have been paid in full, the income accreted each month will
increase the carrying amount of the retained interest. As the carrying amount of
the retained interest increases, the interest income attributable to the
retained interest will also increase.
 
Consistent with the monitoring of the performance of our receivable portfolios,
on a quarterly basis, MCM will evaluate the reasonableness of MCM's assumptions
relating to the securitization in light of actual performance. In the event
assumptions need to be adjusted, MCM will prospectively adjust the internal rate
of return, and thus the income accrual. Additionally, each quarter, MCM will
monitor impairment of the retained interest based on its fair value as compared
to its carrying value. Provisions for losses are charged to earnings when it is
determined that the retained interest's original allocated basis, adjusted for
accrued interest and principal paydowns, is greater than the present value of
expected future cash flows.
 
   
In the future, we intend to structure and account for our securitizations as
financing transactions rather than sales. Structuring transactions to record a
gain on sale is appropriate from an accounting perspective and has been a common
industry practice. However, we believe that structuring securitizations as
financings is becoming more widespread in our industry, because this treatment
is simpler to account for, produces a more consistent level of portfolio income,
results in a less complicated statement of financial condition and, accordingly,
is increasingly favored by the investment community. If we structure our
securitizations as financings, we will recognize income over the estimated life
of the receivables rather than recognize a gain at the time of a securitization.
In addition, the receivables and corresponding debt will remain on our balance
sheet. This will result in lower income relative to income reflective of gain on
sale accounting in the reporting period in which the securitization occurs, as
there will be no gain recorded at the time of securitization.
    
 
   
RESULTS OF OPERATIONS
    
 
   
  Three Months Ended March 31, 1999 Compared To Three Months Ended March 31,
1998
    
 
   
Revenues. Total revenues for the three months ended March 31, 1999 were $4.2
million compared to total revenues of $3.2 million for the three months ended
March 31, 1998, an increase of $1.0 million or 31%. The increase in revenues was
the net result of a decrease in income from receivable portfolios of $2.5
million; an increase in income on retained interest of $1.7 million; a decrease
in gain on sale of receivable portfolios of $0.2 million; and an increase in
servicing fees and related income of $2.0 million.
    
 
   
The investment in receivable portfolios balance decreased $14.0 million or 69%,
from $20.4 million at March 31, 1998 to $6.4 million at March 31, 1999,
primarily as a result of the December 30, 1998 securitization of receivable
portfolios with a carrying amount of $33.8 million. Consequently income from
receivable portfolios decreased $2.5 million or 77%, from $3.1 million to $0.6
million for the three months ended March 31, 1998 and 1999, respectively.
    
 
   
In connection with the December 30, 1998 securitization transaction and the
related servicing agreement, MCM recorded a retained interest in the securitized
receivables and a servicing liability. As a result, MCM recognized income from
retained interest in securitized receivables in the amount of $1.7 million,
servicing fees in the amount of $1.3 million and amortization of servicing
liability in the amount of $0.6 million for the three months ended March 31,
1999.
    
 
   
MCM had no sales of individual receivable portfolios during the three months
ended March 31, 1999.
    
 
   
Total Expenses (not including Interest and Other Expenses). Total expenses were
$5.4 million for the three months ended March 31, 1999 compared to $1.3 million
for the three months ended March 31, 1998, an increase of $4.1 million or 315%.
The increase in expenses is reflective of the significant growth of MCM during
the past twelve months. Specifically, the Phoenix location commenced operations
in February 1998 and grew to 495 personnel as of March 31, 1999. Total expenses
as a percentage of
    
 
                                       22

<PAGE>   27
 
   
revenues were 130% for the three months ended March 31, 1999 compared to 41% for
the three months ended March 31, 1998. The increase in expenses as a percentage
of revenues was a result of:
    
 
   
  -     the increase in expenses pertaining to the continued expansion of the
        Phoenix location and the growth in total employees from 156 at March 31,
        1998 to 588 at March 31, 1999; and
    
 
   
  -     the decrease in revenues for the three months ended March 31, 1999 due
        to the decline in income from receivable portfolios as a result of the
        December 30, 1998 securitization transaction (which resulted in a gain
        of $9.3 million).
    
 
   
Other operating expenses such as telephone, postage, credit bureau reports, rent
and depreciation increased $0.5 million or 184% from $0.3 million to $0.8
million for the three months ended March 31, 1998 and 1999, respectively. This
increase was due to the expansion of the Phoenix location and resulting increase
in collection operations.
    
 
   
Interest and Other Expenses. Total interest and other expenses for the three
months ended March 31, 1999 was $0.1 million compared to $0.7 million for the
three months ended March 31, 1998, a decrease of $0.6 million or 81%. Interest
expense for the three months ended March 31, 1999 was $0.2 million compared to
$0.6 million for the three months ended March 31, 1998, a decrease of $0.4
million or 65%. MCM used proceeds from the securitization transaction to pay
down its debt.
    
 
   
Provision for Income Taxes. For the three months ended March 31, 1999, MCM
recorded an income tax benefit of $0.5 million, reflecting an effective rate of
39.8%. For the three months ended March 31, 1998, MCM recorded income tax
expense of $0.5 million, reflecting an effective tax rate of 37.6%.
    
 
   
Net Loss. The net loss for the three months ended March 31, 1999 was $0.8
million compared to net income of $0.6 million for the three months ended March
31, 1998.
    
 
   
  Year Ended December 31, 1998 Compared To Year Ended December 31, 1997
    
 
   
Revenues. Total revenues for the year ended December 31, 1998 were $26.9 million
compared to total revenues of $5.2 million for the year ended December 31, 1997,
an increase of $21.7 million or 415%. The increase in revenues was principally
the result of an increase in income from receivable portfolios of $12.8 million
resulting from MCM's significant acquisitions of receivable portfolios in late
1997 and 1998, and the gain of $9.3 million from the December 30, 1998
securitization transaction. During the year ended December 31, 1998, MCM
acquired receivable portfolios at a cost of $24.8 million with an aggregate face
value amount of $722.6 million, and during the year ended December 31, 1997, MCM
acquired receivable portfolios at a cost of $18.2 million with an aggregate face
value of $653.9 million. Additionally, in connection with the December 30, 1998
securitization transaction, MCM recognized $105,000 of servicing income for the
year ended December 31, 1998, representing the servicing fees for the last two
days of the year.
    
 
   
Total Expenses (not including Interest and Other Expenses). Total expenses
increased to $11.4 million for the year ended December 31, 1998 from $3.0
million for the year ended December 31, 1997, representing an increase of $8.4
million or 274%. Total expenses as a percentage of revenues were 42% for 1998
compared to 58% for 1997. While total expenses increased by 274% during 1998 as
a result of establishing and staffing the Phoenix facility, total revenues
increased by 415%. As a result, total expenses as a percentage of total revenues
decreased for 1998. The increase in revenues reflects a $9.3 million gain
relating to MCM's first securitization transaction. Because we intend to
structure and account for our securitizations in the future as financings rather
than sales, we will not recognize gains at the time of a securitization in the
future.
    
 
Salaries and employee benefits increased by $5.4 million or 262% from $2.1
million in the year ended December 31, 1997 to $7.5 million in the year ended
December 31, 1998 as a result of an increase in total employees from 72
employees at December 31, 1997 to 446 employees at December 31, 1998, related
 
                                       23

<PAGE>   28
 
primarily to the staffing of MCM's Phoenix facility, which opened in February
1998. The increase in salaries and benefits can be attributed to MCM's
investment in the following areas:
 
   
  -     the hiring of experienced account managers who conduct collection
        activities for the Phoenix recovery facility;
    
 
   
  -     the hiring of senior management and middle management to supervise the
        growth in recovery personnel and receivable portfolios, and the hiring
        of skip tracers who locate customers to support recovery efforts;
    
 
  -     investment in data processing and computer systems and related
        professionals to enhance and manage MCM's proprietary account management
        system; and
 
  -     investment in full time training and compliance personnel to provide
        ongoing education, quality control and support for the recovery
        personnel.
 
Other operating expenses, such as telephone, postage and credit bureau
reporting, increased by $1.9 million or 551% from $0.3 million in 1997 to $2.2
million in 1998, consistent with the increase in receivable portfolios and
recovery personnel.
 
General and administrative expenses increased by $0.8 million or 163% from $0.5
million in 1997 to $1.3 million in 1998 primarily as a result of an increase in
rent expense and other occupancy costs associated with the Phoenix operation.
 
   
Interest and Other Expenses. Total interest and other expenses increased by $2.1
million or 252% to $2.9 million in 1998, as compared to $0.8 million in 1997.
Interest expense increased from $0.7 million in 1997 to $3.0 million in 1998 as
a result of increased borrowings to finance the significant growth in
acquisitions of receivable portfolios during 1998 and the last four months of
1997. During 1998, prior to the December 30 securitization transaction, we
increased our investment in receivable portfolios by $21.0 million or 136%. In
addition, we acquired $13.0 million of receivable portfolios during the fourth
quarter of 1997, representing 72% of total 1997 acquisitions. To finance these
acquisitions of receivable portfolios, MCM's borrowings increased during 1998.
MCM had average monthly borrowings of $23.7 million during 1998, as compared to
$6.9 million during 1997, resulting in a 313% increase in interest expense. A
significant portion of the debt from acquisitions of receivable portfolios was
retired with the proceeds from the securitization transaction.
    
 
   
Provision For Income Taxes. Income taxes for the year ended December 31, 1998
were $5.1 million, reflecting an effective tax rate of 40.2%, and for the year
ended December 31, 1997 were $0.5 million, reflecting an effective tax rate of
40.1%. Deferred tax liabilities were $8.2 million at December 31, 1998, which
includes $3.7 million relating to the gain on the securitization transaction and
$3.3 million relating to the unrealized gain on the retained interest in
securitized receivables. See Note 6 to the consolidated financial statements for
further discussion of income taxes.
    
 
   
Extraordinary Charge. In connection with the early extinguishment of debt under
one of MCM's previous line of credit agreements, in 1998 MCM recognized an
extraordinary charge for prepayment fees and penalties, net of income tax
benefit, of $0.2 million.
    
 
   
Net Income. Net income for the year ended December 31, 1998 was $7.4 million
compared to $0.8 million for the year ended December 31, 1997, an increase of
812%.
    
 
   
  Year Ended December 31, 1997 Compared To Year Ended December 31, 1996
    
 
   
Revenues. Total revenues for the year ended December 31, 1997 were $5.2 million
compared to total revenues of $3.4 million for the year ended December 31, 1996,
an increase of $1.8 million or 54%. The increase in revenues was principally the
result of an increase in income from receivable portfolios of $0.8 million and
an increase in the gains on individual sales of receivable portfolios of $1.0
million. During the year ended December 31, 1997, MCM acquired receivable
portfolios at a cost of $18.2 million with an
    
 
                                       24

<PAGE>   29
 
aggregate face value of $653.9 million, and during the year ended December 31,
1996, MCM acquired receivable portfolios at a cost of $4.2 million with an
aggregate face value of $142.4 million.
 
   
Total Expenses (not including Interest and Other Expenses). Total expenses were
$3.0 million during 1997 compared to $2.3 million during 1996. Total expenses as
a percentage of revenues were 59% for the year ended December 31, 1997 and 67%
for the year ended December 31, 1996. The dollar increase in total expenses can
be attributed to an increase in salaries and employee benefits, in turn
reflecting the growth in total employees to 72 as of December 31, 1997, compared
to 56 as of December 31, 1996. Other operating expenses such as telephone,
postage and credit bureau reports increased consistent with the increase in
employees.
    
 
Interest and Other Expenses. Interest expense increased $0.6 million from $0.1
million in 1996 compared to $0.7 million in 1997. MCM secured a line of credit
agreement with a limit of $10 million in September 1997 for the purpose of
acquiring receivable portfolios.
 
Provision for Income Taxes. Income taxes for the year ended December 31, 1997
were $0.5 million, reflecting an effective tax rate of 40.1%, and for the year
ended December 31, 1996 were $0.4 million, reflecting an effective tax rate of
39.7%.
 
Net Income. Net income for the year ended December 31, 1997 was $0.8 million
compared to $0.6 million for the year ended December 31, 1996.
 
   
LIQUIDITY AND CAPITAL RESOURCES
    
 
Historically, MCM's cash flow has been provided by:
 
  -     recoveries on receivable portfolios;
 
  -     individual sales and securitization of receivable portfolios; and
 
  -     line of credit agreements and other borrowings.
 
   
At March 31, 1999, MCM had cash of $2.2 million, compared to $4.7 million at
December 31, 1998. The decrease in cash can be attributed to an increase in
expenses due to the growth in our Phoenix facility. In addition, the cash
balance at December 31, 1998 reflected the proceeds of the December 30
securitization transaction, net of debt repayments.
    
 
   
MCM had total recoveries on receivable portfolios of $6.9 million for the three
months ended March 31, 1999, $15.9 million during 1998 and $5.1 million during
1997. Total proceeds from sales of receivable portfolios during 1998 amounted to
$37.2 million, of which $33.0 million was derived from the securitization
transaction completed by MCM on December 30, 1998. There were no sales of
receivable portfolios during the three months ended March 31, 1999.
    
 
   
On March 31, 1999, MCM, through a bankruptcy remote subsidiary, entered into a
securitized receivables acquisition facility or "warehouse facility" allowing
for a current maximum funding of up to $20.0 million, which may increase to
$35.0 million if we identify additional investors or procure additional
investments from the existing investors. As of June 10, 1999, we had borrowed
$10.6 million under the warehouse facility. The warehouse facility has a
two-year revolving funding period expiring April 15, 2001 or earlier if an event
occurs under the warehouse facility which enables the investors to discontinue
the revolving portion of the facility. The funding period may be extended with
the consent of the noteholders and other interested parties. All amounts
outstanding under the warehouse facility are payable at the end of the revolving
funding period as so extended. The warehouse facility carries a floating
interest rate of 80 basis points over LIBOR and is rated "AA" by Standard and
Poor's Corporation. The warehouse facility is secured solely by a trust estate,
primarily consisting of receivables acquired by MCM. Generally, the warehouse
facility provides for funding of 90 to 95 percent of the acquisition cost of
portfolio receivables, depending on the type of receivables acquired, and MCM is
required to fund the remaining 5 to 10 percent of the purchase cost. MCM funded
a payment of $200,000 into a liquidity reserve account and
    
 
                                       25

<PAGE>   30
 
is required to contribute to the reserve account to maintain a balance equal to
3% of the amount borrowed. The debt service requirements of the warehouse
facility will significantly increase liquidity requirements.
 
   
The warehouse facility contains a condition to borrowing that we further
diversify our receivables suppliers for portfolios to be financed under the
warehouse facility after June 29 of this year. Although there can be no
assurance in this regard, we expect to obtain a modification to this condition
which will place us in compliance at June 29, 1999. We will need to meet this
condition at each subsequent funding.
    
 
   
On December 30, 1998, MCM completed its first securitization transaction. MCM
expects to perform additional securitizations in the future and use the proceeds
from these transactions to repay the warehouse credit facility and provide
working capital.
    
 
   
Historically, MCM has used lines of credit to fund receivable portfolio
acquisitions, as well as operating and capital expenditures, as needed. MCM
maintains a $15.0 million revolving line of credit that extends through July 15,
1999. We use the line to fund receivable portfolio acquisitions and provide
working capital. This line of credit has a floating interest rate based on the
lender's prime rate. MCM anticipates that it will pay off this line of credit
which had a balance outstanding of $13.3 million at June 10, 1999, with a
portion of the proceeds of this offering. We paid off another of our credit
facilities with the proceeds from the December 30, 1998 securitization
transaction.
    
 
   
Capital expenditures for fixed assets and capital leases were $0.9 million
during the three months ended March 31, 1999 and $3.3 million during the year
ended December 31, 1998, reflecting several significant capital expenditures for
the Phoenix operation, including a mainframe computer, telephone equipment, a
microwave telephone transmitter, a predictive dialer system, and individual
workstations. MCM spent $0.2 million and $0.5 million for fixed assets during
1997 and 1996, respectively. Fixed asset purchases during the three months ended
March 31, 1999 and during 1998 and 1997 were funded primarily from borrowings on
lines of credit, recoveries on receivable portfolios and two capitalized lease
agreements with a combined outstanding balance of $506,000 as of December 31,
1998.
    
 
We plan to continue to expand our operations, which will include continued
increases in acquisitions of receivable portfolios, expansion of recovery
facilities, significant growth in personnel, and further increases in capital
expenditures, such as computer and telephone equipment and system upgrades. MCM
anticipates funding working capital needs and capital expenditures with the
proceeds from the public offering, excess cash flows, and credit agreements. MCM
has budgeted $2.2 million for capital expenditures in 1999, assuming no new
facilities are added.
 
  Year 2000
 
MCM is preparing for the impact of the year 2000 on our business. The year 2000
problem is a phrase used to describe the problems created by systems that are
unable to accurately interpret dates after December 31, 1999. These problems
derive predominantly from the fact that many software programs have historically
categorized the "year" in a two-digit format. The year 2000 problem creates
potential risks for MCM, including potential problems in the information
technology and non-IT systems used in MCM's business operations. MCM may also be
exposed to risks from third parties with whom MCM interacts who fail to
adequately address their own year 2000 problems.
 
   
In 1996, we commenced a review of our internal IT and non-IT systems to identify
potential year 2000 problems. We believe that we have reviewed and revised all
software applications to meet year 2000 standards using date routines that
properly acknowledge the year 2000. The cost of the revisions has been less than
$75,000 and has been absorbed by MCM as part of our normal programming expense
each year. MCM does not believe the total costs of revisions will exceed
$100,000 in the aggregate. Further, MCM has not deferred any IT projects due to
year 2000 efforts.
    
 
   
In planning for growth, during 1998 we upgraded our mainframe computer hardware
and our processing software. Based on representations from the manufacturers,
all computer systems have been certified to be year 2000 ready. The
telecommunications systems and services have been certified by their providers
to be year 2000 ready. However, we may not have recourse to our suppliers
because they disclaim liability for
    
                                       26

<PAGE>   31
 
   
their year 2000 certifications. We also replaced our accounting and financial
system software during 1998 with a system that is year 2000 ready. While we
believe that our systems will function without year 2000 problems, MCM will
continue to review and, if necessary, replace systems or system components as
necessary.
    
 
MCM is also dependent on third parties such as suppliers and service providers
and other vendors. If these or other third parties fail to adequately address
the year 2000 problem, MCM could experience a negative impact on our business
operations or financial results. For example, the failure of some of MCM's
principal suppliers to have year 2000 ready IT systems could impact MCM's
ability to acquire and service receivable portfolios. MCM purchases receivable
portfolios from some of the largest credit card originators in the United
States. MCM expects these vendors to resolve the year 2000 problem successfully.
The receivable portfolios acquired under MCM's forward flow agreements have been
formatted by the originators and provided to MCM with a four-digit year that is
year 2000 ready and MCM expects the data acquired in the future will conform to
this format.
 
   
MCM has developed and implemented a general disaster recovery plan that
addresses situations that may result if MCM or any material third parties
encounter technological problems. The disaster recovery plan consists of:
    
 
   
  -     a contractual agreement with a third-party insurer to have our computer
        hardware replaced within 48 hours of a disaster;
    
 
   
  -     daily software backup and offsite storage by a commercial storage
        company; and
    
 
   
  -     internal backup of each facility's computer system by the other
        facility's system.
    
 
Although we do not have a contingency plan specific to the year 2000 problem, we
believe that this general disaster recovery plan could address some of the
problems that could arise from a year 2000 failure.
 
We cannot assure you that we will be completely successful in our efforts to
address the year 2000 problem. If some of MCM's or our vendors' systems are not
year 2000 ready, MCM could suffer lost revenues or other negative consequences,
including systems malfunctions, diversion of resources, incorrect or incomplete
transaction processing, and litigation.
 
   
INFLATION
    
   
    
 
MCM believes that inflation has not had a material impact on our results of
operations for the three years ended December 31, 1996, 1997 and 1998 since
inflation rates generally remained at relatively low levels.
 
   
RECENT ACCOUNTING PRONOUNCEMENTS
    
 
   
The Financial Accounting Standards Board ("FASB") continues to issue amendments
and interpretive guidance relating to SFAS 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." The FASB is
currently drafting its Third Edition of its Questions and Answers Special Report
("Special Report") relating to SFAS 125. The impact, if any, of the FASB Special
Report or any other future amendments or interpretive guidance on our
consolidated financial statements is not known at this time.
    
 
The Accounting Standards Executive Committee of the AICPA issued a proposed
statement of position ("SOP") dated January 6, 1998, "Accounting for Discounts
Related to Credit Quality" which addresses the accounting for discounts on
certain financial assets and debt securities when the discount is attributable
to credit quality. The proposed SOP would limit the amount of discount that may
be accreted to the excess of the estimate of undiscounted expected future
principal and interest cash flows over the initial investment in the financial
asset. It would relate subsequent impairment of the financial asset to the
inability to collect all cash flows expected at acquisition. The proposed SOP
would allow subsequent increases in expected cash flows to be recognized
prospectively through adjustment of yield over the remaining life of the
financial asset. The provisions of this proposed SOP would be effective for
financial
 
                                       27

<PAGE>   32
 
statements issued for fiscal years ending after June 15, 2000. The effect of
applying the proposed SOP is not expected to be material to MCM's consolidated
financial statements.
 
   
MARKET RISK DISCLOSURE
    
 
   
We accrue income on our retained interest and receivable portfolios based on the
effective interest rate, i.e., internal rate of return, applied to the original
cost basis, adjusted for accrued income and principal paydowns. Effective
interest rates are determined based on assumptions regarding the timing and
amounts of portfolio collections. Such assumptions may be affected by changes in
market interest rates. Accordingly, changes in market interest rates may affect
our earnings.
    
 
   
If the annual effective interest rate for our retained interest averages 500
basis points more in 1999 than the expected effective rate as of December 31,
1998, representing a 10% change, the income on our retained interest would be
approximately $392,000 higher. Comparatively, if the annual effective interest
rate for our retained interest averages 500 basis points less in 1999 than the
expected effective rate as of December 31, 1998, representing a 10% change, the
income on our retained interest would be approximately $392,000 lower.
    
 
   
If the annual effective interest rate for MCM's receivable portfolios averages
900 basis points more in 1999 than the expected effective rate as of December
31, 1998, representing a 10% change, our income from receivable portfolios, as
well as income before income taxes, would be approximately $135,000 higher,
based on the balance of the receivable portfolios as of December 31, 1998 in the
amount of $2.1 million. Comparatively, if the annual effective interest rate for
our receivable portfolios averages 900 basis points less in 1999 than the
expected effective rate as of December 31, 1998, representing a 10% change, our
income from receivable portfolios, as well as income before income taxes, would
be approximately $135,000 lower, based on the balance of receivable portfolios
as of December 31, 1998 in the amount of $2.1 million. This analysis does not
consider the effect of changes in the timing and amounts of future collections
of the receivable portfolios collateralizing the retained interest or the
receivables held by us. In addition, it does not consider the effect of
acquisitions of additional receivable portfolios.
    
 
   
Changes in short-term interest rates also affect our earnings as a result of our
borrowings under outstanding line of credit agreements. If market interest rates
for line of credit agreements average 100 basis points more in 1999 than they
did during 1998, representing a 10% change, our interest expense would increase,
and income before income taxes would decrease, by $70,000 based on the amount of
outstanding borrowings as of December 31, 1998, and by $237,000, based upon
average outstanding borrowings during 1998 of $23.7 million. Comparatively, if
market interest rates for line of credit agreements average 100 basis points
less in 1999 than they did during 1998, representing a 10% change, our interest
expense would decrease, and income before income taxes would increase, by
$70,000, based on the amount of outstanding borrowings as of December 31, 1998,
and by $237,000, based upon average outstanding borrowings during 1998 of $23.7
million.
    
 
                                       28

<PAGE>   33
 

 
                                   BUSINESS
 
   
AN OVERVIEW OF OUR BUSINESS
    
 
   
MCM is a growing receivables management company. We acquire and service
charged-off receivables originated from a variety of sources. We currently focus
on acquiring charged-off credit card receivables originated by major banks and
merchants. Credit card issuers often sell a significant portion of their
charged-off receivables to allow them to focus on their core businesses and to
realize immediate cash proceeds and earnings. Because the credit card issuers
have already attempted to recover the receivables, we are able to buy receivable
portfolios at substantial discounts to their face amounts.
    
 
   
We have grown rapidly in recent periods. We opened a new servicing center in
Phoenix, Arizona in 1998 and we employed 430 recovery personnel at this facility
at March 31, 1999. We also maintain our original facility in Kansas, which
housed 48 recovery personnel at March 31, 1999. From January 1, 1994 through
March 31, 1999, we acquired $1.7 billion of receivable portfolios for $53.3
million, of which we acquired $722.6 million of receivable portfolios in 1998
for $24.8 million. Through March 31, 1999, we recovered $46.2 million on these
receivable portfolios and continue to vigorously pursue collections on these
receivables.
    
 
   
We have extensive experience in acquiring and servicing charged-off receivable
portfolios. Prior to 1992, MCM served for over 30 years as a third-party
collection agency, developing the servicing methods, personnel and systems
required to operate a debt recovery business. In 1992, we began to focus on
acquiring and servicing receivable portfolios for our own account. In 1998, an
investor group lead by Nelson Peltz, Peter May and the Packer family of
Australia acquired a majority interest in MCM from Mr. Chandler and others.
Senior management, including Mr. Chandler, continues to manage day-to-day
operations and own a substantial interest in MCM.
    
 
   
Our principal executive offices are located at 500 West First Street,
Hutchinson, Kansas 67501. We are a Delaware holding company that operates
through a wholly-owned subsidiary, Midland Credit Management, Inc., which was
incorporated in the State of Kansas in September 1953.
    
 
   
AN OVERVIEW OF OUR INDUSTRY
    
 
   
The receivables management industry is growing rapidly, driven by increasing
levels of consumer debt and increasing charge-offs of the underlying receivables
by originating institutions. At December 31, 1997, consumer debt, the amount
owed by individuals in the U.S., totalled $5.6 trillion. Consumer credit, which
consists of installment and noninstallment loans, totalled $1.3 trillion or 23%
of consumer debt. Credit card debt is the fastest growing component of consumer
credit, reaching $560 billion in December 1997. Credit card debt accounted for
44% of total consumer credit in 1997, up from 30% in 1990, and is projected to
reach 51% or $950 billion by 2005. Despite generally sound economic conditions
and historically low U.S. unemployment levels, credit card charge-offs rose to
approximately 6.5%, or $36.2 billion, of outstanding credit card receivables in
1997.
    
 
   
Historically, originating institutions have sought to limit credit losses by
performing recovery efforts with their own personnel, outsourcing recovery
activities to third-party collection agencies and selling their charged-off
receivables for immediate cash proceeds. From the originating institution's
perspective, selling receivables to receivables management companies such as MCM
yields immediate cash proceeds and earnings and represents a substantial
reduction in the two to five year period typically required for traditional
recovery efforts. It is estimated that sales of charged-off credit card debt
have increased from $2.2 billion in 1990 to $16.5 billion in 1997 and will reach
$25.0 billion in 2000 as selling institutions utilize this recovery approach.
    
 
   
In the secondary market, receivable portfolios are acquired at a discount to the
balances due on the receivables, with the purchase price varying depending on
the amount the buyer anticipates it can recover and the anticipated effort
needed to recover that amount. The price the purchasers pay generally ranges
from a high of $0.13 per dollar before it has been charged-off, down to as
little as $0.001 for debt that
    
 
                                       29

<PAGE>   34
 
three collection agencies have attempted to collect on a contingency basis or
when bankruptcies are involved. Originating institutions have developed a
variety of ways to sell their receivables. Some originating institutions pursue
an auction type sales approach in which they obtain bids for specified
portfolios from competing parties. These auctions are often orchestrated by
brokers. Receivables are also sold in privately negotiated transactions between
the originating institution and a purchaser. In addition, many originating
institutions enter into "forward flow" contracts. Forward flow contracts commit
an originating institution to sell all or a portion of its charge-offs
periodically over a specified period of time, usually no less than one year.
 
   
In 1998, Commercial Financial Services, Inc. ("CFS") a major participant in the
debt recovery industry, experienced significant financial difficulties. We
believe that because CFS controlled a material portion of the market for
charged-off credit card receivables, this development has created an opportunity
for well-financed and well-managed receivables recovery firms such as MCM to
increase market share.
    
 
   
We derived the statistical data set forth in the above "Overview of Our
Industry" from The Nilson Report's June 1997 and May 1998 issues.
    
 
   
STRATEGY
    
   
    
 
   
Our goal is to become a leading acquiror and servicer of charged-off
receivables. To achieve this goal, our business strategy emphasizes the
following elements:
    
 
   
Hiring, Training and Retaining Qualified Personnel. One of our key objectives is
to establish one of the largest, most highly trained, and stable employee bases
in our industry. Consistent with this objective, over the past year we opened a
new facility in Phoenix, Arizona and hired 430 recovery personnel to staff this
facility as of March 31, 1999. Our account managers at our Phoenix facility
undergo a four-week training course when they are hired. In addition, we provide
ongoing training to our employees to keep them current on our policies and
procedures and applicable law. We maintain competitive, incentive-based
compensation programs to motivate our employees and promote stability. We intend
to continue to add to the employee base at our Phoenix facility, which can
accommodate up to 800 employees. We plan to continually evaluate other potential
locations that have favorable employee and business climates for expansion.
    
 
   
Increasing Receivable Portfolio Acquisitions. We are continually pursuing
portfolio acquisitions to expand our business. We are seeking to add new forward
flow agreements with major credit card issuers and retailers and, although we
cannot assure you, we believe we will be able to extend our current agreements
at the end of this year. We continually evaluate individual portfolio purchases
brought to us by brokers and credit card issuers. Our years of experience in the
business and recent access to financing provide us with several competitive
advantages in dealing with sellers of receivable portfolios:
    
 
  -     we are able to evaluate portfolios quickly;
 
  -     we are able to fund purchases promptly after a decision to buy; and
 
  -     we have the systems and personnel necessary to professionally resolve
        acquired receivable portfolios, generally without having to involve the
        seller after the purchase transaction closes.
 
Maintaining and Enhancing our Technology Platform. We support our recovery
personnel by maintaining and continually enhancing our state-of-the-art
technology platform. We use extensive databases and user-friendly proprietary
software to facilitate our recovery efforts. Our system includes:
 
  -     a mainframe computer that can support 1,000 recovery personnel;
 
  -     a wide area network between our Phoenix and Kansas operations to
        facilitate real-time data sharing and back up and disaster recovery;
 
  -     a sophisticated predictive dialer to enhance productivity at our main
        Phoenix operations; and
 
  -     software upgrades, including enhancements to address year 2000
        readiness.
 
                                       30

<PAGE>   35
 
Applying and Improving Our Proprietary Scoring Model. We have developed a
proprietary scoring model that analyzes the recovery potential on each
receivable portfolio. We have determined that a portfolio's value depends upon
numerous characteristics, including the number of agencies that have previously
attempted to collect the receivables, the average balances of the receivables
and the locations of the customers. In evaluating portfolios, we compare this
information to portfolios previously acquired by us to establish an appropriate
purchase price. We recently engaged a major third-party software development and
data processing company to enhance our model by comparing actual recoveries on
previously acquired receivables to projected results on an individual receivable
level. We believe that our enhanced modeling software will facilitate our growth
by enabling us to evaluate portfolio purchases more rapidly and effectively.
 
Maintaining Funding Flexibility. We finance our operations through a variety of
funding sources. We maintain a warehouse facility which provides funds to
purchase receivables. We have and will continue to engage in securitization
transactions to pay down our warehouse facility to make it available for further
acquisitions, to fix our cost of funds for a given receivable portfolio and to
mitigate interest rate risk. We intend to continue to explore various funding
alternatives to facilitate the planned expansion of our business.
 
Entering Other Charged-Off Receivables Markets. We currently emphasize acquiring
and servicing charged-off credit card receivables. Historically, however, we
have participated in a number of other markets, including student loans,
consumer loans, and auto loans. We believe that our systems and recovery
techniques can be applied to a broad range of consumer debt markets. We intend
to pursue profitable opportunities in other markets as they arise to diversify
our base of earning assets.
 
Pursuing Acquisitions of Complementary Companies. While the market for
recovering charged-off debt is significant, it is highly fragmented.
Additionally, in 1998, a major participant in the debt recovery industry
experienced significant financial difficulties. In light of these market
dynamics, we intend to consider the acquisition of complementary businesses with
capital from this offering.
 
   
ACQUISITION OF RECEIVABLES
    
 
Sources of Receivable Portfolios. MCM identifies receivable portfolios from a
number of sources, including current relationships with originators, direct
solicitation of originators, and loan brokers. MCM purchases individual
portfolios and also enters into forward flow agreements. Under a forward flow
agreement, MCM agrees to purchase charged-off receivables from a third-party
supplier on a periodic basis at a set price over a specified time period.
Forward flow agreements provide MCM with a consistent source of receivables and
provide the originator with a reliable source of revenue and a professional
resolution of charged-off receivables. MCM's forward flow agreements require the
credit card issuer to sell periodically to MCM a portion of its receivables
meeting established criteria that were written-off during the applicable period.
A typical receivable portfolio consists of $20 million to $30 million in face
value and contains receivables from diverse geographic locations with average
individual account balances of less than $5,000.
 
   
In 1998 and in the first quarter of 1999, we acquired substantially all of our
receivables under our two forward flow agreements which have annual terms and
which expire in December 1999 unless renewed. We have been successful in
renewing these agreements in the past. Our warehouse facility limits our sources
of receivable portfolios by requiring that, for any borrowing after June 29,
1999, no single originator of receivables contributes 45% or more of the
receivables funded by and subject to the facility. We are in the process of
modifying this condition to place us in compliance at June 29. We cannot assure
you, however, that we will meet this condition.
    
 
   
Our industry places receivables into categories depending on the number of
collection agencies that have previously attempted to collect on the
receivables. For example, "zero agency receivables" have had no previous
third-party collection activity and "secondary agency receivables" have had two
previous collection agencies attempt to collect on the receivables. In 1998 and
the first quarter of 1999, we acquired primarily zero and secondary agency
receivables.
    
 
                                       31

<PAGE>   36
 
   
We currently emphasize acquiring charged-off credit card receivables. We intend
to acquire receivables in other consumer debt markets, such as student loans and
consumer loans, as opportunities arise.
    
 
   
Pricing. We buy charged-off receivables at substantial discounts to the face
amount of the receivable portfolio. We evaluate the purchase price of a
portfolio using many factors, including the number of agencies which have
previously attempted to collect the receivables in the portfolio, the average
balance of the receivables, and the locations of the customers. Zero agency and
primary agency receivables have higher purchase prices relative to their total
charged-off balance. We expect, however, that these portfolios will result in
more rapid and higher recoveries.
    
 
Once a receivable portfolio has been identified for potential purchase, we
analyze the portfolio using our proprietary scoring model. Our scoring model
analyzes the broad characteristics of the portfolio by comparing it to
portfolios previously acquired and serviced by us to determine the
recoverability of the portfolio. This yields our quantitative purchasing
analysis. In addition, members of our management perform qualitative analyses on
portfolios, including visiting the originator, reviewing the recovery policies
of the originator and any third party collection agencies, and, if possible,
their recovery efforts on the particular portfolio. With respect to forward flow
agreements, in addition to the procedures outlined above, we often obtain a
small "test" portfolio to evaluate and compare the characteristics of the
portfolio to the assumptions we developed in our recovery analysis. After these
evaluations are completed, members of our management finalize the price at which
MCM would purchase the portfolio.
 
   
RECOVERY OF RECEIVABLES
    
 
   
We focus on maximizing the recovery of the receivables we acquire. Unlike
collection agencies which typically have only a specified period of time to
recover a receivable, as the owner we have significantly more flexibility in
establishing payment programs.
    
 
Once a portfolio has been acquired, we download all receivable information
provided by the seller into our proprietary account management computer system
and reconcile for accuracy to the information provided in the purchase contract.
We send notification letters to obligors of eligible accounts explaining our new
ownership and asking that the borrower contact us. In addition, we notify credit
bureaus to reflect our new ownership. Receivables that do not meet the
eligibility requirements described in our agreement with the seller are returned
to the seller for either a refund or replacement.
 
To begin our recovery process, we immediately send receivables to third-party
data verification sources to determine which receivables have accurate address
or phone information and to update information if possible so our account
managers can begin processing those accounts. Thereafter, management convenes an
initial meeting with the relevant staff members to discuss the specifics of the
receivable portfolio. These meetings serve to keep our staff informed regarding
management expectations and any special characteristics of the portfolio.
 
   
Skip Tracing. When a receivable is placed in our account management system, our
customized dialing system tests the telephone number associated with the
receivable to determine whether the telephone number is still valid. If the
telephone number is not valid, or if there is no telephone number associated
with a receivable, the receivable is immediately transferred into our skip
tracing department to determine the location of the customer. In the skip
tracing department, an in-house skip tracer works to locate the customer using a
variety of resources. Our skip tracing department attempts to locate customers
through electronic skip tracing means, including information from credit
bureaus, the Internet, the various state departments of motor vehicles, publicly
available databases and third-party skip tracing services. We also use manual
skip tracing techniques, including using telephone directories and contacting
relatives, neighbors and utility companies.
    
 
Because obtaining accurate data on customers is critical to the recovery
process, MCM has historically maintained a significant ratio of skip tracers to
account managers. At March 31, 1999, MCM employed 164 skip tracers and 314
account managers.
 
                                       32

<PAGE>   37
 
   
Recoveries. We assign accounts with valid information to the recovery
department. The recovery department is divided into teams, each consisting of a
team leader and seven to ten account managers. Based upon their experience and
ability, we classify account managers as master account representatives, senior
account representatives, account representatives, junior account representatives
and rookies.
    
 
We assign new accounts on an ongoing basis to account managers who are
responsible for all contact with a customer. Team leaders are in constant
communication with management regarding account manager performance. We perform
random audits of each account manager's activity, including reviewing files,
recovery comments, and settlement agreements. Each account manager is equipped
with a computer terminal and telephone which, at our Phoenix facility, is
connected to our predictive dialing system. The predictive dialer forwards calls
to the account managers once a connection is made. Similarly, our Hutchinson
facility uses a managed dialing system through which account managers can place
calls using their computer terminals. The account manager is able to access all
of the account's pertinent credit information via several user-friendly,
customized screens contained within our computer network.
 
   
During initial calls, account managers seek to confirm the debt owed, and the
ability and willingness of the customer to pay. Account managers are trained to
use a friendly, but firm approach. They attempt to work with customers to
evaluate sources and means of repayment to achieve a full or negotiated lump sum
settlement or develop payment programs customized to the individual's ability to
pay. For example, MCM may extend payments over several months and provide for
semi-monthly payments coinciding with a customer's paycheck. In some cases,
account managers will advise the customer of alternatives to secure financing to
pay off their consumer debt, such as home equity lines of credit or automobile
loans. In cases where a payment plan is developed, account managers encourage
customers to pay through auto-payment arrangements, which consist of debiting a
customer's account automatically on a monthly basis. Account managers are also
authorized to negotiate lump sum settlements within preestablished ranges.
Management must approve any settlements below these limits. Once a settlement or
payment agreement is reached, the account manager monitors the account until it
is paid off. To facilitate payments, in addition to auto-payments, MCM accepts a
variety of payment methods including checks, the Western Union Quick Collect(R)
system, and wire transfers.
    
 
If, after the initial effort, an account manager determines that the customer is
willing but financially unable to pay his or her debt at that time, we suspend
our recovery efforts, typically for 90 days. At the end of this period, a new
account manager will again seek to determine the ability and willingness of the
customer to pay his or her account. We give these "re-work" account managers
greater flexibility in settling accounts for which previous recovery attempts
have been made. If the customer is still unable to make payments on the debt
owed, recovery efforts are again deferred, typically for 90 days, before further
efforts are made to recover on the account. If unsuccessful, this contact
typically concludes our recovery efforts. If, during the recovery process, we
determine that a customer is able to pay, but unwilling to do so, we refer the
account to MCM's legal department for handling. See "Legal Department."
 
   
When we have completed the process described above and determined the amount is
not recoverable, we place the account in a portfolio with other similar accounts
and sell the portfolio to interested third parties. Sales of receivables that
have been securitized or that are subject to our warehouse facility are subject
to contractual restrictions. We do not expect sales of uncollectible receivables
to be significant in the foreseeable future.
    
 
Hiring and Training. In recent periods, MCM has pursued an aggressive hiring
program. In 1998, we opened a new facility in Phoenix, which can accommodate up
to 800 employees including 700 recovery personnel. As of March 31, 1999, MCM had
hired 495 employees to work at this facility, of which 430 were recovery
personnel.
 
New account managers at our Phoenix facility undergo a four-week training
program. The first week of the program involves classroom training, which
features education on MCM's policies and procedures and federal and state laws
pertaining to debt recovery and computer training. After classroom training,
trainees go through three weeks of hands-on training, engaging in live sessions
with customers. These sessions give account managers hands-on experience in a
controlled environment. Account managers are trained in
                                       33

<PAGE>   38
 
MCM's friendly, but firm approach to the recovery process. They learn how to
elicit information from customers about their ability to pay off their
receivables. In addition, our account managers learn how to structure immediate
pay offs or payment plans, and to follow up with customers who fall behind in
their payments to encourage them to rehabilitate their account status.
 
Skip tracers undergo a similar two-week training program. Skip tracers are
specifically trained in locating customers through a variety of internal and
external databases and services.
 
Formal training continues on an ongoing basis. Calls by skip tracers and account
managers are randomly monitored to ensure compliance with our policies and
procedures, and applicable law. In addition, we provide ongoing seminars on
changes in our policies and applicable law.
 
Technology Platform. To facilitate recovery efforts, MCM has developed an
extensive technology platform that includes:
 
  -     a mainframe computer that can support 1,000 recovery personnel;
 
  -     a wide area network between our Phoenix and Kansas operations to
        facilitate real-time data sharing and back up and disaster recovery;
 
  -     a sophisticated predictive dialer to enhance productivity at our main
        Phoenix facility; and
 
  -     software upgrades, including enhancements to address year 2000
        readiness.
 
MCM uses a mainframe computer that has the capacity to service 1,000 recovery
personnel. MCM's database includes relevant account information about customers
that our account managers need to facilitate their recovery efforts. The
database can be updated by account managers in real time while discussing the
account with the customer. Updates are backed up to an offsite storage server
instantly and daily back ups are completed and stored in a fireproof vault off
site. For skip tracing, we use CD-rom stored national databases of information,
the Internet, other online resources and our own customized databases. Our skip
tracing database server is backed up daily.
 
Our telephone system provides predictive dialing capabilities at our Phoenix
operations and managed dialing capabilities in Hutchinson. Through our
predictive dialing system, computerized phone calls are made to customers and,
once a connection is made, account information and the phone call is immediately
transferred to an appropriate account manager for handling. The managed dialing
system allows account managers to place calls using their computer terminals.
Our current telephone system has the capacity to accommodate over 4,000 lines
for skip tracers and account managers.
 
   
LEGAL DEPARTMENT
    
 
The legal department manages corporate legal matters, assists with training
staff, and pursues legal action against customers. The group consists of two
full-time attorneys, two legal managers, two full-time account managers and one
full-time support staff person.
 
   
The legal department distributes guidelines and procedures for recovery
personnel to follow when communicating with a customer or third party during our
recovery efforts. The department provides employees with extensive training on
the Fair Debt Collection Practices Act ("FDCPA") and other relevant laws. In
addition, the legal department researches and provides recovery personnel with
summaries of state statutes so that they are aware of applicable time frames and
laws when tracing or servicing an account. It meets monthly with the recovery
and skip trace departments to provide legal updates and to address any practical
issues uncovered in its review of files referred to the department.
    
 
The legal department generally handles accounts involving substantial disputes,
refusals to pay, and refusals to negotiate. If the account involved is small and
the legal account managers are not able to settle the account, we will typically
package it for sale with other similar accounts. For larger accounts with
customers able but unwilling to pay, the department may pursue a number of
courses of action, including appropriate correspondence, follow up phone calls
by the department's specially trained account managers
 
                                       34

<PAGE>   39
 
and, if necessary, litigation. In some cases, we may pursue a garnishment of
wages or other remedies to satisfy a judgment.
 
In an effort to ensure compliance with the FDCPA and applicable state laws
regulating our recovery activities, the legal department supervises our
compliance officers, whose sole responsibility is to monitor the recovery
personnel. Our compliance officers randomly monitor customer files and telephone
conversations with customers. If we discover a possible violation of law or
policy, we investigate and take appropriate corrective action.
 
In several states we must maintain licenses to perform debt recovery services
and must satisfy related bonding requirements. We believe that we have satisfied
all material licensing and bonding requirements.
 
   
COMPETITION
    
   
    
 
The consumer credit recoveries industry is highly competitive. We compete with a
wide range of third-party collection companies and other financial services
companies, which may have substantially greater personnel and financial
resources than we do. In addition, some of our competitors may have signed
forward flow contracts under which originating institutions have agreed to
transfer charged-off receivables to them in the future, which could restrict
those originating institutions from selling receivables to us. Competitive
pressures affect the availability and pricing of receivable portfolios, as well
as the availability and cost of qualified recovery personnel. We believe our
major competitors include companies focused primarily on the purchase of
charged-off receivable portfolios, such as Creditrust Corporation, Commercial
Financial Services, Inc. and West Capital Corporation. In addition to
competition within the industry, traditional recovery agencies and in-house
recovery departments remain the primary recovery methods used by issuers. We
compete primarily on the basis of the price paid for receivable portfolios, the
reliability of funding for our portfolios and the quality of services that we
provide.
 
   
TRADE SECRETS AND PROPRIETARY INFORMATION
    
 
We believe several components of our computer software are proprietary to our
business. Although we have neither registered the software as copyrighted
software nor attempted to obtain a patent related to the software, we believe
that the software is protected as our trade secret. We have taken actions to
establish the software as a trade secret, including informing employees that the
software is a trade secret and making the underlying software code unavailable
except on an as needed basis. In addition, those persons who have access to
information we consider proprietary must sign agreements with confidentiality
provisions that prevent disclosure of confidential information to third parties.
 
   
GOVERNMENT REGULATION
    
 
The FDCPA and comparable state statutes establish specific guidelines and
procedures which debt collectors must follow when communicating with consumer
customers, including the time, place and manner of the communications. It is our
policy to comply with the provisions of the FDCPA and comparable state statutes
in all of our recovery activities, even though we may not be specifically
subject to these laws. Our failure to comply with these laws could have a
material adverse effect on us if they apply to some or all of our recovery
activities. The relationship between a customer and a credit card issuer is
extensively regulated by federal and state consumer protection and related laws
and regulations. While we are not a credit card issuer, some of our operations
are affected by these laws because our receivables were originated through
credit card transactions. Significant federal laws applicable to our business
include the following:
 
  -     Truth-In-Lending Act;
 
  -     Fair Credit Billing Act;
 
  -     Equal Credit Opportunity Act;
 
  -     Fair Credit Reporting Act;
 
                                       35

<PAGE>   40
 
  -     Electronic Funds Transfer Act; and
 
  -     regulations which relate to these acts.
 
Additionally, there are comparable statutes in those states in which customers
reside or in which the originating institutions are located. State laws may also
limit the interest rate and the fees that a credit card issuer may impose on its
customers. The laws and regulations applicable to credit card issuers, among
other things, impose disclosure requirements when a credit card account is
advertised, when it is applied for and when it is opened, at the end of monthly
billing cycles, and at year end. Federal law requires, among other things, that
credit card issuers disclose to consumers the interest rates, fees, grace
periods, and balance calculation methods associated with their credit card
accounts. Customers are entitled under current laws to have payments and credits
applied to their credit card accounts promptly, to receive prescribed notices,
and to require billing errors to be resolved promptly. Some laws prohibit
discriminatory practices in connection with the extension of credit. If the
originating institution fails to comply with applicable statutes, rules, and
regulations, it could create claims and rights for the customers that would
reduce or eliminate their obligations under their receivables, and have a
possible material adverse effect on us. When we acquire receivables, we require
the originating institution to contractually indemnify us against losses caused
by its failure to comply with applicable statutes, rules, and regulations
relating to the receivables before they are sold to us.
 
   
The laws described above, among others, may limit our ability to recover amounts
owing with respect to the receivables regardless of any act or omission on our
part. For example, under the Federal Fair Credit Billing Act, a credit card
issuer, but not a merchant card issuer, is subject to all claims other than tort
claims and defenses arising out of certain transactions in which a credit card
is used. Claims or defenses become subject to the Act, with some exceptions,
when the obligor has made a good faith attempt to obtain satisfactory resolution
of a disagreement or problem relative to the transaction, the amount of the
initial transaction exceeds $50.00, and the place where the initial transaction
occurred was in the same state as the customer's billing address or within 100
miles of that address. As a purchaser of credit card receivables, we may acquire
receivables subject to legitimate defenses on the part of the customer. The
statutes further provide that, in some cases, customers cannot be held liable
for, or their liability is limited with respect to, charges to the credit card
account that were a result of an unauthorized use of the credit card. We cannot
assure you that some of the receivables were not established as a result of
unauthorized use of a credit card, and, accordingly, we could not recover the
amount of the receivables.
    
 
Additional consumer protection laws may be enacted that would impose
requirements on the enforcement of and recovery on consumer credit card or
installment accounts. Any new laws, rules, or regulations that may be adopted,
as well as existing consumer protection laws, may adversely affect our ability
to recover the receivables. In addition, our failure to comply with these
requirements could adversely affect our ability to enforce the receivables.
 
   

PROPERTIES
    
   
    
 
We service our portfolios out of two servicing centers. Our main servicing
facility is located in Phoenix, Arizona. Designed to accommodate up to 800
employees, at March 31, 1999, the facility housed 495 employees, including 430
recovery personnel. We lease the Phoenix facility, which is approximately 62,000
square feet. The lease is scheduled to expire in 2003. We own our headquarters
facility located in Hutchinson, Kansas. Our headquarters facility is
approximately 17,000 square feet and houses the executive offices and recovery
operations for approximately 88 employees, including 48 recovery personnel.
 
   
EMPLOYEES
    
   
    
 
   
As of March 31, 1999, we had 588 full-time employees. Of these employees, there
were 8 department heads, 24 department managers, 314 account managers, 164 skip
tracers and 73 support clerks and administrative personnel. We maintain health
insurance, 401(k), vacation and sick leave programs for our employees. None of
our employees are represented by a labor union. We believe that our relations
with our employees are good.
    
                                       36

<PAGE>   41
 
   
LEGAL PROCEEDINGS
    
 
On July 22, 1998 in the United States District Court for the Southern District
of Texas, Houston Division, Varmint Investments Group, LLC and Panagora
Partners, LLC filed suit against our subsidiary, Midland Credit Management, Inc.
The plaintiffs allege securities fraud, common law fraud, and fraudulent
inducement based upon the sale of receivables by Midland Credit Management, Inc.
to the plaintiffs in 1997. The plaintiffs seek recovery of the purchase prices
for the receivables, or approximately $1.3 million and, in addition, other
damages, including exemplary or punitive damages, attorneys' fees, expenses, and
court costs. Discovery is ongoing and the trial is set for November 8, 1999. We
have denied the allegations and are vigorously defending this suit. We believe
that the ultimate resolution of the suit will not have a material adverse effect
on our business or our financial condition.
 
The FDCPA and comparable state statutes may result in class action lawsuits
which can be material to our business due to the remedies available under these
statutes, including punitive damages. We have not been subject to a class action
lawsuit to date.
 
We are also subject to routine litigation in the ordinary course of business,
including contract and recoveries litigation. We do not believe that these
routine matters, individually or in the aggregate, are material to our business
or financial condition.
 
                                       37

<PAGE>   42
 

                                   MANAGEMENT
 
   
DIRECTORS AND EXECUTIVE OFFICERS
    
 
This table sets forth information concerning each of the executive officers and
directors of MCM.
 
   

<TABLE>
<CAPTION>
NAME                                   AGE                           POSITION
----                                   ---                           --------
<S>                                    <C>    <C>
Frank I. Chandler....................  64     Director, President, and Chief Executive Officer
R. Brooks Sherman, Jr. ..............  33     Executive Vice President and Chief Financial Officer
John A. Chandler.....................  37     Senior Vice President, Marketing
Bradley E. Hochstein.................  39     Senior Vice President, Recovery
Gregory G. Meredith..................  37     Senior Vice President, General Counsel, and Secretary
Todd B. Miller.......................  34     Senior Vice President, Human Resources
Gary D. Patton.......................  43     Senior Vice President, Information Systems
Ronald W. Bretches...................  42     Vice President and Controller
Eric D. Kogan........................  35     Chairman of the Board of Directors
Peter W. May.........................  56     Director
James D. Packer......................  31     Director
Nelson Peltz.........................  56     Director
Robert M. Whyte......................  55     Director
John Willinge........................  32     Director
</TABLE>

    
 
   
Frank I. Chandler, Director, President and Chief Executive Officer. Mr. Chandler
has been the President and Chief Executive Officer of MCM since 1992 and a
director since 1990. Prior to MCM, from 1987 to 1990, Mr. Chandler was President
of Kids International, a children's storybook and video producing company. From
1982 to 1987, he worked as an investment broker with A.G. Edwards & Sons. For
the thirteen years between 1970 and 1982, he served in management, strategic
product planning and price management positions at the Hesston Corporation, a
worldwide manufacturer of farm and oil production equipment. Mr. Chandler
received a Bachelor's Degree in Business from the University of Southern
Mississippi. Mr. Chandler is the father of John Chandler, Senior Vice President,
Marketing.
    
 
   
R. Brooks Sherman, Jr., Executive Vice President and Chief Financial Officer.
Mr. Sherman joined MCM in June 1999 as Executive Vice President and Chief
Financial Officer. From November 1997 until joining MCM, Mr. Sherman served as
Vice President, Chief Financial Officer of National Propane Corporation, the
managing general partner of National Propane Partners, L.P., a publicly-traded
propane retailer, and prior thereto served as its Controller and Chief
Accounting Officer after joining the managing general partner in November 1996.
From August 1995 to November 1996, he served as Chief Financial Officer of
Berthel Fisher & Company Leasing, Inc., the general partner of two
publicly-owned equipment leasing limited partnerships. From October 1990 to
August 1995, Mr. Sherman served in various audit capacities with Ernst & Young,
LLP, lastly as an Audit Manager. Mr. Sherman received a Bachelor of Science
degree in Accounting from Southwest Missouri State University and is a Certified
Public Accountant.
    
 
   
John A. Chandler, Senior Vice President/Marketing. Mr. Chandler joined MCM in
1992 as Vice President of Finance and Accounting and was named Senior Vice
President of Marketing in November 1998. Prior to joining MCM, Mr. Chandler was
the Sales Manager of a four-state region for North River Homes, a manufactured
housing concern based out of Atlanta, Georgia, from 1989 to 1992. From 1984
through 1989, he served in various marketing capacities for the Maytag Company.
Mr. Chandler received a Bachelor of Science degree in Marketing from Kansas
State University. Mr. Chandler is the son of Frank Chandler, President and Chief
Executive Officer.
    
 
Bradley E. Hochstein, Senior Vice President/Recovery. Mr. Hochstein joined MCM
as a junior account manager in 1982 and progressed to senior account manager,
and then recovery supervisor with both MCM and later The National Bureau of
Collections in Oklahoma City. In 1986, he returned to MCM as the Recovery
Manager and was named Vice President of Recoveries in 1992. Mr. Hochstein was
named Senior Vice President of Recoveries in November 1998 and his current
responsibilities include overseeing
 
                                       38

<PAGE>   43
 
the recovery, training, recruiting and skiptracing efforts. In addition, he is
actively involved in the acquisition of new portfolios. Mr. Hochstein attended
Northeast Community College in Norfolk, Nebraska.
 
Gregory G. Meredith, Senior Vice President, General Counsel, and Secretary. Mr.
Meredith joined MCM in 1995 as Vice President and General Counsel and was named
Senior Vice President in November 1998. Prior to joining MCM, Mr. Meredith was
in private general practice with the law firm of Reynolds, Forker, Berkeley,
Suter, Rose and Dower in Hutchinson, Kansas from September 1993 through early
1995, and from 1988 to September 1993, with another firm, during which time he
gained extensive recovery experience working with numerous banks and private
companies, including MCM. Mr. Meredith graduated from Pittsburg State University
and received his Juris Doctorate Degree with Honors from Washburn University.
 
Todd B. Miller, Senior Vice President/Human Resources. Mr. Miller joined MCM in
1992 as Vice President of Personnel and became Senior Vice President/Human
Resources in November 1998. Prior to joining MCM, he was a Sales Representative
for Russ Berrie & Company, a gift distributor, from 1988 through 1992. From 1986
through 1988 he worked for Bank IV, based in Wichita, Kansas in their trust
department as a Securities Investment Assistant and a Directed Business
Coordinator. Mr. Miller received a Bachelor of Business Administration degree in
Management from Wichita State University.
 
Gary D. Patton, Senior Vice President/Information Systems. Mr. Patton joined MCM
in 1988 as the Management Information Systems ("MIS") Manager, was named Vice
President of Information Systems in 1992 and was named Senior Vice President of
Information Systems in November 1998. He has been responsible for the design and
implementation of MCM's proprietary systems. Mr. Patton has extensive software
and hardware training as well as sixteen years of professional experience in the
banking, insurance, and recovery industries. He has specialized in designing
proprietary programming for operations and management. His prior positions
include head of MIS at Consolidated Farmers Mutual Insurance and programmer for
Statdata & Associates. Mr. Patton attended Ardmore Higher Education Center, an
institution affiliated with Oklahoma University and Murray State College.
 
   
Ronald W. Bretches, Vice President and Controller. Mr. Bretches has served as
Vice President and Controller since June 1999 and has been an officer since
joining MCM in May 1998. From 1997 to 1998, Mr. Bretches was Managing Vice
President of Allen, Gibbs, Houlik L.L.C., a public accounting firm. From 1993 to
1996, he was a tax and finance consultant, and was involved in the initial
public offering of a manufacturing company, the financial management, reporting
and accounting for a $50 million real estate development company, and numerous
project assignments in accounting, debt structuring and negotiations. From 1985
to 1993, Mr. Bretches was the Chief Financial Officer of a private investment
group and from 1979 to 1985 was an accountant with Peat, Marwick, Mitchell & Co.
Mr. Bretches received a Bachelor of Science degree in Business with a major in
accounting from Emporia State University in Kansas and is a Certified Public
Accountant.
    
 
   
Eric D. Kogan, Chairman of the Board of Directors. Mr. Kogan has served since
March 1998 as Executive Vice President, Corporate Development for Triarc
Companies, Inc. ("Triarc"), a consumer products company. Prior thereto, Mr.
Kogan had been Senior Vice President, Corporate Development from March 1995 to
March 1998 and Vice President Corporate Development from April 1993 to March
1995. Before joining Triarc, Mr. Kogan was a Vice President of Trian Group, L.P.
from September 1991 to April 1993 and an associate in the mergers and
acquisitions group of Farley Industries, an industrial holding company, from
1989 to August 1991. From 1985 to 1987, Mr. Kogan was an analyst in the mergers
and acquisitions department of Oppenheimer & Co. Mr. Kogan received his
undergraduate degree from the Wharton School of the University of Pennsylvania,
and an MBA from the University of Chicago. Mr. Kogan has served as a director of
MCM since February 1998.
    
 
   
Peter W. May, Director. Mr. May has served since April 1993 as a director and
the President and Chief Operating Officer of Triarc. Prior to 1993, Mr. May was
President and Chief Operating Officer of Triangle Industries, Inc. from 1983
until December 1988, when that company was acquired by Pechiney, S.A., a leading
international metals and packaging company. Mr. May has also been a director of
National Propane Corporation, the managing general partner of National Propane
Partners, L.P., since April 1993.
    
                                       39

<PAGE>   44
 
Mr. May holds BA and MBA degrees from the University of Chicago and is a
Certified Public Accountant. Mr. May has served as a director of MCM since
February 1998.
 
James D. Packer, Director. Mr. Packer has served since 1998 as the Managing
Director of Consolidated Press Holdings Limited ("CPH"), the private holding
company of the Packer family of Australia. In May 1998, Mr. Packer also became
Executive Chairman of Publishing and Broadcasting Limited, having previously
served as its Chief Executive Officer since 1996. Prior to that time, Mr. Packer
held numerous positions at affiliates of CPH and Publishing and Broadcasting
Limited. Mr. Packer is also a director of Australian Consolidated Press Limited,
Nine Network Australia Limited and the Huntsman Petrochemical Corporation. Mr.
Packer holds a Higher School certificate from Cranbrook. Mr. Packer has served
as a director of MCM since February 1998.
 
   
Nelson Peltz, Director. Mr. Peltz has served since April 1993 as a director and
the Chairman and Chief Executive Officer of Triarc. Prior to 1993, Mr. Peltz was
Chairman and Chief Executive Officer of Triangle Industries, Inc. from 1983
until December 1988, when that company was acquired by Pechiney, S.A., a leading
international metals and packaging company. Mr. Peltz has also been a director
of National Propane Corporation, the managing general partner of National
Propane Partners, L.P., since April 1993. Mr. Peltz attended the University of
Pennsylvania, Wharton School. Mr. Peltz has served as a director of MCM since
February 1998.
    
 
Robert M. Whyte, Director. Mr. Whyte has served since 1986 as an investment
banker with Audant Investments Pty. Limited, most recently in the capacity of
Executive Chairman. Since 1997, Mr. Whyte has been a director of Publishing and
Broadcasting Limited, and also serves on the boards of various other companies.
From 1992 to 1997, Mr. Whyte held non-executive directorships of Advance Bank
Australia Limited and The Ten Group Limited. Mr. Whyte holds a Bachelor's degree
from the University of Sydney. Mr. Whyte has served as a director of MCM since
February 1998.
 
John Willinge, Director. Mr. Willinge has served since January 1998 as an
Executive Director of CPH. Prior to joining CPH, Mr. Willinge held various
management positions in the mining and oil and gas industries. He later worked
in the merchant banking group of Rothschild Australia Limited and the investment
banking division of Goldman Sachs & Co. Mr. Willinge holds a Bachelor of Applied
Science degree in mining engineering from the West Australian School of Mines, a
Bachelor of Commerce degree in accounting and finance from the University of
Western Australia, and a Masters in Business Administration from Harvard
Business School. Mr. Willinge has served as a director of MCM since February
1998.
 
   
In connection with the purchase of shares from MCM's existing stockholders in
February 1998, MCM Holding Company LLC ("MHC"), C.P. International Investments
Limited ("CP"), Frank Chandler and his family limited partnership and the other
stockholders of MCM entered into a stockholders' agreement. Among other things,
the stockholders' agreement provided that MCM would have seven directors, three
to be designated by MHC, three to be designated by CP, and one to be designated
by Mr. Chandler. Under this agreement, the Chandler director is Mr. Chandler;
the directors designated by MHC are Nelson Peltz, Peter W. May, and Eric D.
Kogan; and the directors designated by CP are James D. Packer, Robert M. Whyte,
and John Willinge. Each stockholder party to the agreement agreed to vote his
stock for the designated directors. Upon the closing of the offering described
in this prospectus, the stockholders' agreement terminates. See "Certain
Transactions."
    
 
   
Each of Messrs. Peltz, May and Kogan and Triarc own, directly or indirectly,
interests in MHC. CP is indirectly owned by CPH.
    
 
MCM's officers are elected annually by, and serve at the discretion of, the
board of directors. At each annual meeting of stockholders, directors are
elected to serve until the next annual meeting of stockholders, until their
successors have been elected and qualified or until retirement, resignation or
removal.
 
                                       40

<PAGE>   45
 
   
COMPENSATION OF DIRECTORS
    
 
   
  Board of Directors' Meetings, Audit, Compensation, and Nominating Committees.
    
 
Our board of directors maintains a standing Audit Committee, Compensation
Committee, and Nominating Committee. Directors currently receive no annual
retainer fees or fees for attendance at board or committee meetings. Directors
are, however, reimbursed for their out-of-pocket expenses incurred in attending
board or committee meetings.
 
   
The Audit Committee is responsible for recommending to the full board of
directors the appointment of our independent accountants and reviews with those
accountants the scope of their audit and their report. The Audit Committee also
reviews and evaluates our accounting principles and system of internal
accounting controls. The Audit Committee consists of Messrs. Kogan and Whyte.
    
 
   
The Compensation Committee acts on matters relating to the compensation of
directors, senior management, and key employees, including the granting of stock
options. The Compensation Committee consists of Messrs. Kogan, May and Willinge.
    
 
   
The Nominating Committee is responsible for making recommendations to the full
board of directors with respect to director nominees. The Nominating Committee
consists of Messrs. Peltz and Packer.
    
 
   

EXECUTIVE COMPENSATION
    
 
This table sets forth the compensation earned by our Chief Executive Officer and
other executive officers whose compensation exceeded $100,000 in 1998.
 
                           SUMMARY COMPENSATION TABLE
 
   

<TABLE>
<CAPTION>
                                                                ANNUAL COMPENSATION
                                                        -----------------------------------
                                                                                ALL OTHER
         NAME AND PRINCIPAL POSITION            YEAR     SALARY      BONUS     COMPENSATION
         ---------------------------            ----    --------    -------    ------------
<S>                                             <C>     <C>         <C>        <C>
Frank Chandler................................  1998    $190,417    $25,000       $2,560(1)
President and Chief
Executive Officer
Bradley E. Hochstein..........................  1998     116,458     20,000          352(2)
Senior Vice President
Recovery
John Chandler.................................  1998      90,763     10,000        1,864(3)
Senior Vice President
Marketing
</TABLE>

    
 
---------------------------
 
(1) Includes $2,500 of 401(k) plan matching contributions and $60 of term life
    insurance premiums paid by MCM.
 
(2) Includes $291 of 401(k) plan matching contributions and $60 of term life
    insurance premiums paid by MCM.
 
(3) Includes $1,815 of 401(k) plan matching contributions and $49 of term life
    insurance premiums paid by MCM.
 
   
EMPLOYMENT AGREEMENTS
    
 
Frank Chandler, MCM's President and Chief Executive Officer, works under an
employment agreement that expires on February 13, 2001. The term of the
agreement will be automatically extended for one-year terms unless otherwise
terminated by either party. Mr. Chandler's agreement provides for a base salary
of $200,000 per year, subject to increase if specific operating revenue targets
are met. Mr. Chandler is eligible
 
                                       41

<PAGE>   46
 
for an annual cash incentive bonus based on our annual cash incentive program.
The agreement provides that Mr. Chandler is entitled to the continued use of a
company automobile and certain other benefits. The agreement also contains
confidentiality and noncompete covenants. If MCM terminates Mr. Chandler without
cause, he would receive a severance package that would include one year's salary
and a pro rata portion of his annual bonus.
 
   
Bradley Hochstein works under an employment agreement that expires on February
13, 2000. The term of the agreement will be automatically extended for one-year
terms unless otherwise terminated by MCM or Mr. Hochstein. The agreement
provides for a base salary of $100,000 per year and a $20,000 bonus payable in
two installments in March and June of 1998. Mr. Hochstein is also eligible for
an incentive bonus based on our annual cash incentive program. The agreement
also contains confidentiality and noncompete covenants. If MCM terminates Mr.
Hochstein without cause, he would receive a severance package that would include
one year's salary and a pro rata portion of his annual bonus.
    
 
John Chandler works under an employment agreement that expires on February 13,
2000. The term of the agreement will be automatically extended for one-year
terms unless otherwise terminated by MCM or Mr. Chandler. The agreement provides
for a base salary of $90,000 per year. Mr. Chandler is eligible for an incentive
bonus based on our annual cash incentive program. The agreement also contains
confidentiality and noncompete covenants. If MCM terminates Mr. Chandler without
cause, he would receive a severance package that would include one year's salary
and a pro rata portion of his annual bonus.
 
   
On June 9, 1999, MCM hired R. Brooks Sherman, Jr. as its Executive Vice
President and Chief Financial Officer. Mr. Sherman works under an employment
agreement that expires June 9, 2000. The term of the agreement will be
automatically extended for one-year terms unless otherwise terminated by MCM or
Mr. Sherman. The agreement provides for a base salary of $125,000 per year and a
$25,000 starting bonus. Mr. Sherman is also eligible for annual incentive cash
bonuses based on MCM's and/or Mr. Sherman's performance assessed each year
relative to objectives agreed to in advance between Mr. Sherman and the board of
directors. The agreement also contains confidentiality and noncompete covenants.
If Mr. Sherman's employment is terminated for any reason other than for cause or
in the event of his death, disability or resignation, or if MCM gives notice
that it does not wish to extend the term of Mr. Sherman's employment agreement
for any additional period, he would receive a severance package that would
include 18 months' salary and a pro rata portion of his annual bonus. Mr.
Sherman would receive the same payments if, within 12 months following a change
in control of MCM, there is a material alteration of Mr. Sherman's duties,
authority, title or compensation or he is relocated outside of Phoenix, Arizona
without his consent. In connection with his employment, Mr. Sherman will be
granted options to purchase up to 50,000 shares of MCM common stock under the
MCM 1999 Equity Participation Plan described below.
    
 
   
COMPENSATION UNDER PLANS
    
 
   
  1999 Equity Participation Plan
    
 
   
The MCM 1999 Equity Participation Plan will become effective at the closing of
this offering. We believe that the Plan will promote our success and enhance our
value by linking the personal interests of participants to those of our
stockholders and providing an incentive for outstanding performance.
    
 
   
Under the Plan, we may grant nonqualified stock options to our officers,
directors, employees and key consultants. The Plan will be administered by the
board of directors or by a committee consisting of at least two nonemployee
directors. The board or that committee will have authority to administer the
Plan, including the power to determine eligibility, the types and sizes of
options, the price and timing of options, and any vesting, including
acceleration of vesting, of options.
    
 
   
An aggregate of 250,000 shares of our common stock will be available for grant
under the Plan, subject to a proportionate increase or decrease in the event of
a stock split, reverse stock split, stock dividend, or other adjustment to our
shares of common stock. Under the Plan, the maximum number of shares of
    
 
                                       42

<PAGE>   47
 
   
common stock that may be granted to any employee during any fiscal year is
125,000.
    
 
   
The board may terminate or amend the Plan to the extent stockholder approval is
not required by law. Termination or amendment will not adversely affect options
previously granted under the Plan.
    
 
   
  401(k) Plan
    
 
   
Under our 401(k) plan, adopted January 1995, as revised January 1998, eligible
employees may direct that we withhold a portion of their compensation, up to a
legally established maximum, and contribute it to their account. All 401(k) plan
contributions are placed in a trust fund to be invested by the 401(k) plan's
trustee. The 401(k) plan permits participants to direct the investment of their
account balances among mutual or investment funds available under the plan. We
may provide a matching contribution up to 25% of a participant's contributions
under the plan. Amounts contributed to participants' accounts under the 401(k)
plan and any accrued earnings or interest on the accounts are generally not
subject to federal income tax until distributed to the participant and generally
may not be withdrawn until death, retirement or termination of employment.
    
 
   
INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
 
We are obligated in some situations, under our Certificate of Incorporation and
Bylaws to indemnify each of our directors and officers to the fullest extent
permitted by the Delaware General Corporation Law. We must indemnify our
directors and officers with respect to all expenses, liability and losses
reasonably incurred or suffered in any action, suit or proceeding in which the
person was or is made or threatened to be made a party or is otherwise involved
by reason of the fact that the person is or was our director or officer. We are
obligated to pay the reasonable expenses of the directors or officers incurred
in defending the proceedings if the indemnified party agrees to repay all
amounts advanced by us if it is ultimately determined that the indemnified party
is not entitled to indemnification. See "Description of Capital
Stock -- Limitations on Liability of Officers and Directors." MCM also maintains
customary insurance covering directors and officers.
 
   
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
    
 
   
In 1998, MCM's board of directors or Frank Chandler, our President and Chief
Executive Officer, made all compensation decisions relating to MCM officers and
employees. The board of directors recently established a Compensation Committee,
which consists of Messrs. Kogan, May and Willinge. Prior to February 1998, the
board consisted of Mr. Chandler and Orvin Miller, who was then a stockholder,
the Chairman of the Board and Secretary of MCM. In February 1998, Mr. Miller
sold all of his MCM stock and resigned from the board and his offices with MCM.
    
 
                                       43

<PAGE>   48
 
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
   
This table sets forth information regarding the beneficial ownership of common
stock by:
    
 
  -     each person known by us to be a beneficial owner of more than 5% of the
        outstanding shares of our common stock;
 
  -     each of our directors and named executive officers; and
 
  -     all of our directors and executive officers as a group.
 
The table also describes the shares being offered and shares beneficially owned
after the offering by selling stockholders.
 
   
Unless otherwise indicated, each of the stockholders listed below has sole
voting and investment power with respect to the shares beneficially owned, and
the address of each of the listed stockholders is 500 West First Street,
Hutchinson, KS 67501. We describe material relationships between the selling
stockholders and us below under "Certain Transactions." As of June 14, 1999, MCM
had ten stockholders of record.
    
 
   

<TABLE>
<CAPTION>
                                          SHARES BENEFICIALLY OWNED              SHARES BENEFICIALLY OWNED
                                            PRIOR TO THE OFFERING      SHARES        AFTER THE OFFERING
                                          --------------------------    BEING    --------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER        NUMBER       PERCENTAGE    OFFERED     NUMBER     PERCENTAGE(1)
------------------------------------      -----------   ------------   -------   ----------   -------------
<S>                                       <C>           <C>            <C>       <C>          <C>
MCM Holding Company LLC(2)..............   1,729,396        35.0%      833,334      896,062         10.8%
  280 Park Avenue, 41st Floor
  New York, NY 10017
C.P. International Investments
  Limited(3)(4).........................   1,729,396        35.0%      833,333      896,063         10.8%
  2nd Floor, Block A
  Russel Court Street
  Stephen's Green,
  Dublin, Ireland
Frank Chandler(5).......................   1,000,579        20.3%           --    1,000,579         12.1%
Madison West Associates Corp.(2)........     603,806        12.2%      290,953      312,853          3.8%
  280 Park Avenue
  New York, NY 10017
Peter Stewart Nigel Frazer(4)...........     345,879         7.0%      166,667      179,212          2.2%
  Zetland Plantation
  Nevis, West Indies
Bradley Hochstein.......................      61,764         1.3%           --       61,764            *
John Chandler(5)........................      98,823         2.0%           --       98,823          1.2%
Eric D. Kogan(2)........................      98,823         2.0%       47,619       51,204            *
Peter W. May(2).........................     290,539         5.9%      140,000      150,539          1.8%
James D. Packer(3)......................          --          --            --           --           --
Nelson Peltz(2).........................     581,077        11.8%      280,000      301,077          3.6%
Robert M. Whyte(6)......................          --          --            --           --           --
John Willinge...........................          --          --            --           --           --
All directors and officers as a group
  (13 persons)(7).......................   2,386,893        48.3%      467,619    1,919,274         23.1%
</TABLE>

    
 
---------------------------
 
   
 *  Less than one percent.
    
 
   
(1) Assumes no exercise of the underwriters' over-allotment option. If the
    underwriters fully exercise the over-allotment option, then the percentage
    ownership would be as follows: MCM Holding Company LLC (9.9%); C.P.
    International Investments Limited (9.9%); Mr. Frank Chandler (11.0%);
    Madison West Associates Corp. (3.5%); Mr. Frazer (2.0%); Mr. Hochstein
    (0.7%); Mr. John Chandler (1.1%); Mr. Kogan (0.6%); Mr. May (1.7%); Mr.
    Packer (0.0%); Mr. Peltz (3.3%); Mr. Whyte (0.0%); Mr. Willinge (0.0%); and
    all directors and offices as a group (21.2%).
    
 
                                       44

<PAGE>   49
 
(2) MCM Holding Company LLC ("MHC") is the record owner of the listed shares.
    Immediately following the offering, MHC will distribute the shares to its
    members. Members who will receive in excess of 5% of our common stock and
    members who are our directors are listed separately in this table and
    include Madison West Associates Corp. (a wholly-owned subsidiary of Triarc),
    Nelson Peltz and Peter W. May, each through family trusts, and Eric D.
    Kogan. Prior to the distribution, these persons may be deemed to be the
    beneficial owner of the aggregate number of shares held by MHC and to share
    voting and investment power with respect to the shares.
 
(3) C.P. International Investments Limited is owned through a series of
    subsidiaries by Consolidated Press International Holdings Limited. Kerry
    F.B. Packer and his family directly or indirectly beneficially own
    Consolidated Press International Holdings Limited. Mr. James D. Packer, a
    director of MCM, is the son of Mr. Kerry F.B. Packer. Mr. James D. Packer
    has no voting or investment power over the shares.
 
   
(4) Includes 345,879 shares owned by C.P. International Investments Limited as
    nominee of Peter Stewart Nigel Frazer. Mr. Frazer has granted voting and
    investment power over his shares to C.P. International Investments Limited,
    to be exercised in the same manner and to the same proportionate extent as
    applies to shares beneficially owned by C.P. International Investments
    Limited. Mr. Frazer is the father-in-law of Mr. Robert M. Whyte, a director
    of MCM. Mr. Whyte does not have voting or investment power over the shares.
    
 
   
(5) Frank Chandler holds 12,353 shares directly and 988,226 shares through the
    Chandler Family Limited Partnership. Mr. Chandler is the sole general
    partner of the partnership and has sole investment and voting power over the
    shares held by it. John Chandler, Mr. Chandler's son, is a limited partner
    of the partnership, but has no investment or voting power over the shares
    held by the partnership, and therefore none of those shares are included in
    John Chandler's holdings.
    
 
   
(6) See note (4) above.
    
 
   
(7) See notes (2) and (4), above. This amount does not include the aggregate
    amount of shares held by MCM Holding Company LLC. Includes options to
    purchase 32,941 shares exercisable within 60 days.
    
 
                                       45

<PAGE>   50
 

                              CERTAIN TRANSACTIONS
 
   
STOCKHOLDERS' AGREEMENTS
    
 
   
In connection with the purchase of shares from MCM's existing stockholders in
February 1998, MCM and its stockholders, including MHC, CP and Frank Chandler
and his family limited partnership, entered into two separate agreements. The
agreements contained restrictions and requirements relating to the transfer of
shares by the stockholders and various rights among MCM and the stockholders to
buy one another's shares in specified instances, provided for the election of
directors designated by certain stockholders, provided for other corporate
governance procedures, and required that we indemnify our directors and obtain
director insurance. The two agreements will terminate in accordance with their
terms upon the closing of this offering. Under a new agreement, MHC and CP have
agreed that, if either of them sells shares, under certain circumstances, the
other will have the right to join in the sale. In addition, MCM has granted
demand and piggyback registration rights in favor of MHC and CP and their
transferees to facilitate resale of their shares of MCM common stock pursuant to
a registration rights agreement.
    
 
   
RELATIONSHIP WITH NATIONSBANK, N.A.
    
 
   
We have entered into a facility with Nationsbank, N.A. for a revolving line of
credit of up to $15 million that expires July 15, 1999. Some of MCM's directors,
stockholders and affiliates have guaranteed the Nationsbank facility, including
Messrs. May, Chandler, Peltz and Kogan, directors of MCM, the Chandler Family
Limited Partnership, a stockholder, Triarc Companies, Inc., an affiliate of MCM
Holding Company LLC, a stockholder, and Consolidated Press Holdings Limited, an
affiliate of C.P. International Investments, a stockholder, and Peter Stewart
Nigel Frazer, who holds a beneficial interest in shares of MCM common stock. We
expect to repay this facility with the proceeds of this offering and to have the
related guarantees released.
    
 
   
OTHER RELATIONSHIPS WITH FINANCING INSTITUTIONS
    
 
We entered into a $28 million line of credit in 1998 with Nomura Asset Capital
Corporation. The line of credit was guaranteed up to $1 million by Messrs.
Chandler, Peltz and May, directors of MCM, and Triarc, an affiliate of MCM
Holding Company LLC, a stockholder. This line of credit was repaid in full in
1998 and these guarantees were released.
 
   
In addition, we maintain loans with the Bank of Kansas that have been guaranteed
by Mr. Chandler. We expect to repay all outstanding amounts, approximately $0.4
million, with the proceeds of this offering and to have the related guarantee
released.
    
 
   
LOAN FROM CHIEF EXECUTIVE OFFICER
    
 
MCM borrowed $200,000 from Mr. Chandler, MCM's Chief Executive Officer, in 1992.
MCM repaid this loan in full in February 1998.
 
                                       46

<PAGE>   51
 

                          DESCRIPTION OF CAPITAL STOCK
 
   
GENERAL
    
   
    
 
   
We are authorized to issue 50,000,000 shares of common stock, $.01 par value,
and 5,000,000 shares of preferred stock, $.01 par value. Upon completion of the
offering, we will have 8,274,464 shares of common stock outstanding and no
shares of preferred stock outstanding. The following description of our capital
stock is qualified in its entirety by reference to our Certificate of
Incorporation, a copy of which is filed as an exhibit to the registration
statement of which this prospectus is a part. Of the total shares of common
stock authorized, 348,823 shares of common stock are reserved for issuance to
fulfill future grants under an employee stock incentive plan and obligations
under currently outstanding options outside of the plan. See
"Management -- Compensation Under Plans."
    
 
   
COMMON STOCK
    
 
Holders of common stock are entitled to one vote per share on all matters
submitted to a vote of stockholders generally. Stockholders have no right to
cumulate their votes in the election of directors. Accordingly, holders of a
majority of the outstanding shares of common stock entitled to vote in any
election of directors may elect all of the directors standing for election. We
do not intend to declare or pay any dividends on our shares of common stock in
the near future. See "Dividend Policy." Our Certificate of Incorporation gives
the holders of common stock no preemptive or other subscription or conversion
rights, and there are no redemption provisions with respect to the shares. All
outstanding shares of common stock are, and the shares offered hereby will be,
when issued and paid for, fully paid and non-assessable.
 
   
PREFERRED STOCK
    
 
   
The board of directors may, without further action of MCM's stockholders, issue
shares of preferred stock in one or more series and fix or alter the rights or
preferences thereof, including the voting rights, redemption provisions,
including sinking fund provisions, dividend rights, dividend rates, liquidation
preferences, conversion rights, and any other rights, preferences, privileges,
and restrictions of any wholly unissued series of preferred stock. The rights of
holders of common stock will be subject to, and may be adversely affected by,
the rights of holders of any preferred stock that may be issued in the future.
No shares of preferred stock are outstanding, and we have no present plans to
issue any preferred stock shares. The issuance of shares of preferred stock
could adversely affect the voting power of holders of common stock and could
have the effect of delaying, deferring, or preventing a change in our control or
other corporate action.
    
 
   
OPTIONS
    
   
    
 
   
In May 1998 we granted an option to one of our senior executives, to purchase
98,823 shares of common stock at an exercise price of $3.04 per share. The
options vest as follows: 32,941 on May 18, 1999; 32,941 on May 18, 2000; and
32,941 on May 18, 2001. His options generally expire on May 18, 2008 and are
subject to customary anti-dilution adjustments upon dividends and distributions
on the common stock, subdivisions or reclassifications of common stock, and
combinations of common stock.
    
 
   
The MCM 1999 Equity Participation Plan will become effective at the closing of
this offering. A total of 250,000 authorized shares of common stock are reserved
for issuance under that plan. Under this plan we may grant nonqualified stock
options to our officers, directors employees and key consultants. No awards have
been granted under this plan or are contemplated except as described below.
    
 
   
At the closing of this offering, we will grant to R. Brooks Sherman, Jr., our
Executive Vice President and Chief Financial Officer, an option to purchase
25,000 shares of common stock at the price offered to the public in this
offering. Within 30 days following the closing of this offering, we will grant
to Mr. Sherman an option to purchase an additional 25,000 shares of common stock
at a price equal to the fair market value on the date of grant. These options
will be granted under the Equity Participation Plan. Subject to
    
 
                                       47

<PAGE>   52
 
   
continued employment, the options will vest in one-third increments on the
first, second and third anniversaries of the dates of grant and will expire 10
years after the dates of grant or earlier in certain circumstances. The options
are subject to customary anti-dilution adjustments upon dividends and
distributions on the common stock, subdivisions or reclassifications of common
stock, and combinations of common stock.
    
 
   
LIMITATIONS ON LIABILITY OF OFFICERS AND DIRECTORS
    
 
   
Our Certificate of Incorporation provides that our directors shall not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for:
    
 
   
        - any breach of the director's duty of loyalty to us or our
          stockholders;
    
 
   
        - acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law;
    
 
   
        - payments of dividends or stock purchases or redemptions in violation
          of Section 174 of the Delaware General Corporation Law; or
    
 
   
        - any transaction from which the director derived an improper personal
          benefit.
    
 
   
Our Certificate of Incorporation and Bylaws also provide for indemnification of
our officers and directors to the fullest extent permitted by the Delaware
General Corporation Law, including some instances in which indemnification is
otherwise discretionary under the law. See "Management -- Indemnification of
Directors and Officers." We believe that these provisions are essential to
attracting and retaining qualified persons as directors and officers.
    
 
   
There is no pending litigation or proceeding involving any of our directors or
officers as to which indemnification is being sought. In addition, we are not
aware of any threatened litigation that may result in claims for indemnification
by any officer or director.
    
 
   
RESTRICTIVE PROVISIONS OF OUR BYLAWS AND CERTIFICATE OF INCORPORATION
    
 
   
Our Certificate of Incorporation precludes an interested stockholder, generally
a holder of 15% of MCM's common stock, from engaging in a merger, asset sale or
other business combination with MCM for a period of 3 years after the date of
the transaction in which the person became an interested stockholder, unless one
of the following occurs:
    
 
   
        - prior to the time the stockholder became an interested stockholder,
          the board of directors approved either the business combination or the
          transaction which resulted in the person becoming an interested
          stockholder;
    
 
   
        - the stockholder owned at least 85% of the outstanding voting stock of
          the corporation, excluding shares held by directors who were also
          officers or held in certain employee stock plans, upon consummation of
          the transaction which resulted in a stockholder becoming an interested
          stockholder; or
    
 
   
        - the business combination was approved by the board of directors and by
          two-thirds of the outstanding voting stock of the corporation,
          excluding shares held by the interested stockholder.
    
 
   
In general, MCM's current major stockholders and their affiliates and
transferees are excepted from these limitations.
    
 
   
Our Bylaws require that, subject to certain exceptions, any stockholder desiring
to propose business or nominate a person to the board of directors at a
stockholders meeting must give notice of any proposals or nominations within a
specified time frame. In addition, the Bylaws provide that we will hold a
special meeting of stockholders only if three of our directors or the President
or the Chairman of the board of directors calls the meeting or if the holders of
a majority of the votes entitled to be cast at the meeting make a written demand
for the meeting. These provisions may have the effect of precluding a nomination
    
 
                                       48

<PAGE>   53
 
for the election of directors or the conduct of business at a particular annual
meeting if the proper procedures are not followed or may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of MCM, even if the conduct
of such solicitation or such attempt might be beneficial to us and our
stockholders. For us to include a proposal in our annual proxy statement, the
proponent and the proposal must comply with the proxy proposal submission rules
of the Securities and Exchange Commission.
 
   
Our Certificate of Incorporation provides that it will require the vote of the
holders of at least two-thirds of the shares entitled to vote in the election of
directors to remove a director, with or without cause. In addition, stockholders
can amend or repeal our bylaws only with the vote of the holders of at least
two-thirds of our outstanding common stock.
    
 
   
TRANSFER AGENT AND REGISTRAR
    
 
   
The transfer agent and registrar for our common stock is American Stock Transfer
and Trust.
    
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
   
MCM will have 8,274,464 shares of common stock outstanding after the offering,
or 9,024,464 shares if the underwriters' overallotment is exercised in full. Of
those shares, the 5,000,000 shares of common stock sold in the offering,
5,750,000 shares if the underwriters' over-allotment option is exercised in
full, will be freely transferable without restriction, unless purchased by
persons deemed to be our "affiliates" as that term is defined in Rule 144 under
the Securities Act. The remaining 3,274,464 shares of common stock to be
outstanding immediately following the offering are "restricted" which means they
were originally sold in certain types of offerings that were not subject to a
registration statement filed with the Securities and Exchange Commission. These
restricted shares may only be sold through registration under the Securities Act
or under an available exemption from registration, such as provided through Rule
144 promulgated under the Securities Act. In general, under Rule 144 a person or
persons whose shares are aggregated including an affiliate, who has beneficially
owned the shares for one year or more, may sell in the open market within any
three-month period a number of shares that does not exceed the greater of:
    
 
   
  -     1% of the then outstanding shares of our common stock, which would be
        approximately 82,745 shares immediately after the offering; or
    
 
  -     the average weekly trading volume in the common stock on the Nasdaq
        during the four calendar weeks preceding the sale.
 
   
Sales under Rule 144 are also subject to limitations on the manner of sale,
notice requirements, and the availability of our current public information. A
person who is deemed not to have been our affiliate at any time during the three
months preceding a sale by him and who has beneficially owned his shares for at
least two years, may sell the shares in the public market under Rule 144(k)
without regard to the volume limitations, manner of sale provisions, notice
requirements, or the availability of current information we refer to above.
Under Rule 144, all of the restricted shares may be sold 90 days after the
closing of the offering. After restricted shares are properly sold in reliance
upon Rule 144, they will be freely tradeable without restrictions or
registration under the Securities Act, unless thereafter held by one of our
affiliates.
    
 
   
We have reserved an aggregate of 250,000 shares of common stock for issuance
under the MCM 1999 Equity Participation Plan and have granted an executive
officer an option to purchase 98,823 shares of common stock apart from that
plan. We intend to register the shares subject to the plan and the option on a
Form S-8 Registration Statement following the offering. Shares of common stock
issued under the plan or the executive officer's option agreement after the
effective date of any Registration Statement on Form S-8 will be available for
sale in the public market without restriction to the extent they are held by
persons who are not affiliates of MCM, and by affiliates under Rule 144.
    
 
   
The holders of the 3,274,464 shares of common stock outstanding not being sold
in the offering have agreed to a 180-day "lock-up" with respect to these shares.
This generally means they cannot
    
 
                                       49

<PAGE>   54
 
sell these shares during the 180 days following the date of this prospectus. See
"Underwriting" for additional details. After the 180-day lock-up period, these
shares may be sold in accordance with Rule 144.
 
No trading market for the common stock existed prior to the offering. No
prediction can be made as to the effect, if any, that future sales of shares
under Rule 144 or otherwise will have on the market price prevailing from time
to time. Sales of substantial amounts of common stock into the public market
following the offering, or the perception that these sales could occur, could
adversely affect the then prevailing market price.
 
   
We have granted MHC and CP and their transferees demand and piggyback
registration rights with respect to their shares of our common stock.
    
 
                                       50

<PAGE>   55
 

                                  UNDERWRITING
 
   
MCM and the selling stockholders have entered into an underwriting agreement
with the underwriters named below. CIBC World Markets Corp. and U.S. Bancorp
Piper Jaffray Inc. are acting as representatives of the underwriters.
    
 
The underwriting agreement provides for the purchase of a specific number of
shares of common stock by each of the underwriters. The underwriters'
obligations are several, which means that each underwriter is required to
purchase a specified number of shares, but is not responsible for the commitment
of any other underwriter to purchase shares. Subject to the terms and conditions
of the underwriting agreement, each underwriter has severally agreed to purchase
the number of shares of common stock set forth opposite its name below:
 
   

<TABLE>
<CAPTION>
                        UNDERWRITER                           NUMBER OF SHARES
                        -----------                           ----------------
<S>                                                           <C>
CIBC World Markets Corp. ...................................
U.S. Bancorp Piper Jaffray Inc. ............................
 
                                                                 ---------
     Total..................................................     5,000,000
                                                                 =========
</TABLE>

    
 
   
This is a firm commitment underwriting. This means that the underwriters have
agreed to purchase all of the shares offered by this prospectus, other than
those covered by the over-allotment option described below, if any are
purchased. Under the underwriting agreement, if an underwriter defaults in its
commitment to purchase shares, the commitments of non-defaulting underwriters
may be increased or the underwriting agreement may be terminated, depending on
the circumstances.
    
 
   
The shares should be ready for delivery on or about             , 1999, against
payment in immediately available funds. The representatives have advised MCM and
the selling stockholders that the underwriters propose to offer the shares
directly to the public at the public offering price that appears on the cover
page of this prospectus. In addition, the representatives may offer some of the
shares to certain securities dealers at the initial offering price less a
concession of $     per share. The underwriters may also allow, and the dealers
may reallow, a concession not in excess of $     per share to certain other
dealers. After the shares are released for sale to the public, the
representatives may change the offering price and other selling terms at various
times.
    
 
   
MCM has granted the underwriters an over-allotment option. This option, which is
exercisable for up to 30 days after the date of this prospectus, permits the
underwriters to purchase a maximum of 750,000 additional shares from MCM to
cover over-allotments. If the underwriters exercise all or part of this option,
they will purchase shares covered by the option at the initial public offering
price that appears on the cover page of this prospectus, less the underwriting
discount. If this option is exercised in full, the total price to public will be
$          million and the total proceeds to MCM will be $          million. The
underwriters have severally agreed that, to the extent the over-allotment option
is exercised, they will each purchase a number of additional shares
proportionate to the underwriter's initial amount reflected in the foregoing
table.
    
 
                                       51

<PAGE>   56
 
The following table provides information regarding the amount of the discount to
be paid to the underwriters by MCM and the selling stockholders:
 

<TABLE>
<CAPTION>
                                               TOTAL WITHOUT EXERCISE OF   TOTAL WITH FULL EXERCISE OF
                                   PER SHARE     OVER-ALLOTMENT OPTION        OVER-ALLOTMENT OPTION
                                   ---------   -------------------------   ---------------------------
<S>                                <C>         <C>                         <C>
MCM..............................  $                  $                            $
Selling stockholders.............  $                  $                            $
                                                      ----------                   ----------
     Total..................................          $                            $
</TABLE>

 
   
MCM estimates that the total offering expenses of MCM and the selling
stockholders, excluding the underwriting discount, will be approximately
$700,000, all of which will be paid by MCM.
    
 
MCM and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.
 
   
MCM, our officers, directors and stockholders have agreed to a 180-day "lock up"
with respect to 3,274,464 shares of common stock and certain other MCM
securities that they beneficially own, including securities that are convertible
into shares of common stock and securities that are exchangeable or exercisable
for shares of common stock. This means that, subject to certain exceptions, for
a period of 180 days following the date of this prospectus, MCM and these
persons may not offer, sell, pledge or otherwise dispose of these MCM securities
without the prior written consent of CIBC World Markets Corp.
    
 
   
The representatives have informed MCM that they do not expect discretionary
sales by the underwriters to exceed five percent of the shares offered by this
prospectus.
    
 
   
From time to time, CIBC World Markets Corp. provides financial advisory services
to MCM for which it receives customary compensation.
    
 
There is no established trading market for the shares. The offering price for
the shares will be determined by MCM and the representatives, based on the
following factors:
 
   
  -     prevailing market and general economic conditions;
    
 
   
  -     the market capitalizations, trading histories and states of development
        of other traded companies that MCM and the representatives believe to be
        comparable to MCM;
    
 
   
  -     MCM's results of operations in recent periods;
    
 
   
  -     MCM's current financial position;
    
 
   
  -     estimates of MCM's business potential;
    
 
   
  -     the present state of MCM's development; and
    
 
   
  -     the availability for sale in the market of a significant number of
        shares of common stock.
    
 
Rules of the Securities and Exchange Commission may limit the ability of the
underwriters to bid for or purchase shares before the distribution of the shares
is completed. However, the underwriters may engage in the following activities
in accordance with the rules:
 
  -     Stabilizing transactions -- The representatives may make bids or
        purchases for the purpose of pegging, fixing or maintaining the price of
        the shares, so long as stabilizing bids do not exceed a specified
        maximum.
 
  -     Over-allotments and syndicate covering transactions -- The underwriters
        may create a short position in the shares by selling more shares than
        are set forth on the cover page of this prospectus. If a short position
        is created in connection with the offering, the representatives may
        engage in syndicate covering transactions by purchasing the shares in
        the open market. The
 
                                       52

<PAGE>   57
 
        representatives may also elect to reduce any short position by
        exercising all or part of the over-allotment option.
 
  -     Penalty bids -- If the representatives purchase shares in the open
        market in a stabilizing transaction or syndicate covering transaction,
        they may reclaim a selling concession from the underwriters and selling
        group members who sold those shares as part of this offering.
 
Stabilization and syndicate covering transactions may cause the price of the
shares to be higher than it would be in the absence of these transactions. The
imposition of a penalty bid might also have an effect on the price of the shares
if it discourages resales of the shares.
 
Neither MCM nor the underwriters make any representation or prediction as to the
effect that the transactions described above may have on the price of the
shares. These transactions may occur on the Nasdaq National Market or otherwise.
If these transactions are commenced, they may be discontinued without notice at
any time.
 

                                 LEGAL MATTERS
 
   
The validity of the shares of common stock is being passed upon for us by Snell
& Wilmer L.L.P., Phoenix, Arizona. Gibson, Dunn, & Crutcher LLP, New York, New
York is acting as counsel for the underwriters.
    
 

                                    EXPERTS
 
The consolidated financial statements of MCM Capital Group, Inc. at December 31,
1997 and 1998 and for each of the three years in the period ended December 31,
1998 appearing in this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance on this report given on
the authority of Ernst & Young LLP as experts in accounting and auditing.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
   
We have filed a registration statement on Form S-1 under the Securities Act with
respect to the common stock offered hereby with the Securities and Exchange
Commission. Please see the registration statement and the exhibits and schedules
filed as part of the registration statement for further information about us and
our common stock. A copy of the registration statement, including the exhibits
and schedules thereto, and any other documents we file may be inspected without
charge at the Public Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following
Regional Offices of the Commission: New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048; and Chicago Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of the
registration statement and the exhibits and schedules thereto can be obtained
from the Public Reference Section of the Commission upon payment of prescribed
fees. Information about the operation of the Public Reference Section may be
obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains
an Internet web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. Our filings with the Commission are available to the public at that
site which is http://www.sec.gov.
    
 
   
Prior to filing the registration statement of which this prospectus is a part,
we were not subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). Upon effectiveness
of the registration statement, we will become subject to the informational and
periodic reporting requirements of the Exchange Act, and in accordance with the
Exchange Act, will file periodic reports, proxy statements and other information
with the Commission. Periodic reports, proxy statements and other information
will be available for inspection and copying at the
    
 
                                       53

<PAGE>   58
 
public reference facilities and other regional offices we refer to above. We
intend to register the securities offered by the registration statement under
the Exchange Act simultaneously with the effectiveness of the registration
statement and to furnish our stockholders with annual reports containing
financial statements examined and reported on by our independent public
accountants, and quarterly reports for the first three fiscal quarters of each
fiscal year containing unaudited interim financial information.
 
                                       54

<PAGE>   59
 
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
   
             YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 (AUDITED)
    
   
             THREE MONTHS ENDED MARCH 31, 1998 AND 1999 (UNAUDITED)
    
 
   

<TABLE>
<S>                                                           <C>
Report of Independent Auditors..............................  F-2

Financial Statements
Consolidated Statements of Financial Condition..............  F-3
Consolidated Statements of Operations.......................  F-4
Consolidated Statements of Stockholders' Equity.............  F-5
Consolidated Statements of Cash Flows.......................  F-6
Notes to Consolidated Financial Statements..................  F-8
</TABLE>

    
 
                                       F-1

<PAGE>   60
 

                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
MCM Capital Group, Inc.
 
   
We have audited the accompanying consolidated statements of financial condition
of MCM Capital Group, Inc. (formerly Midland Corporation of Kansas) and its
subsidiaries (the Company) as of December 31, 1997 and 1998, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
    
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MCM Capital Group,
Inc. at December 31, 1997 and 1998, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
 
Kansas City, Missouri
April 29, 1999, except for
  Note 13 as to which the date
  is           , 1999
 
   
                                    The foregoing report is in the form that
                                    will be signed upon completion of the change
                                    in the Company's capital stock and the
                                    4.941-for-1 exchange of shares in connection
                                    with the expected merger as described in
                                    Note 13 to the consolidated financial
                                    statements.
    
 
                                                               Ernst & Young LLP
 
                                    Kansas City, Missouri
                                    April 29, 1999

 
                                       F-2

<PAGE>   61
 
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
   

<TABLE>
<CAPTION>
                                                               DECEMBER 31           MARCH 31
                                                        -------------------------   -----------
                                                           1997          1998          1999
                                                        -----------   -----------   -----------
                                                                                    (UNAUDITED)
<S>                                                     <C>           <C>           <C>
ASSETS
Cash..................................................  $   476,749   $ 4,657,822   $ 2,244,102
Investment in receivable portfolios (Note 2)..........   15,410,835     2,052,421     6,473,562
Retained interest in securitized receivables (Note
  3)..................................................           --    23,985,898    25,402,808
Property and equipment, net (Notes 4 and 5)...........    1,008,547     3,852,287     4,510,829
Other assets..........................................       67,434       279,777     1,663,083
                                                        -----------   -----------   -----------
Total assets..........................................  $16,963,565   $34,828,205   $40,294,384
                                                        ===========   ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities..............  $   429,290   $ 1,607,808   $ 1,229,167
Servicing liability (Note 3)..........................           --     3,607,476     2,964,665
Notes payable and other borrowings (Note 5)...........   14,774,468     7,005,302    14,980,265

Capital lease obligations.............................           --       505,844       489,806
Put warrants (Note 9).................................      206,000            --            --
Deferred income tax liability (Note 6)................           --     8,179,926     7,593,469
                                                        -----------   -----------   -----------
Total liabilities.....................................   15,409,758    20,906,356    27,257,372
Redeemable common stock (Note 12).....................           --            --            --
Commitments and contingencies (Note 10)...............           --            --            --
Stockholders' equity:
  Preferred stock, $.01 par value, 5,000,000 shares
  authorized (Note 13)................................           --            --            --
  Common stock, no par value in 1997; $.01 par value
  in 1998 and 1999, 50,000,000 shares authorized,
  4,941,131 shares issued and outstanding (Note 13)...           --        49,411        49,411
  Additional paid-in capital..........................      200,000        80,589        80,589
  Accumulated other comprehensive income (Note 3).....           --     4,882,883     4,822,454
  Retained earnings...................................    1,353,807     8,908,966     8,084,558
                                                        -----------   -----------   -----------
Total stockholders' equity............................    1,553,807    13,921,849    13,037,012
                                                        -----------   -----------   -----------
Total liabilities and stockholders' equity............  $16,963,565   $34,828,205    40,294,384
                                                        ===========   ===========   ===========
</TABLE>

    
 
See accompanying notes.
 
                                       F-3

<PAGE>   62
 
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
   
                     CONSOLIDATED STATEMENTS OF OPERATIONS
    
 
   

<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED
                                            YEAR ENDED DECEMBER 31                   MARCH 31
                                     -------------------------------------   ------------------------
                                        1996         1997         1998          1998         1999
                                     ----------   ----------   -----------   ----------   -----------
                                                                                   (UNAUDITED)
<S>                                  <C>          <C>          <C>           <C>          <C>
Revenues:
  Income from receivable
     portfolios....................  $2,387,184   $3,200,492   $15,951,540   $3,046,870   $   569,308
  Income from retained interest....          --           --            --           --     1,659,606
  Gain on sales of receivable
     portfolios (Note 3)...........     994,884    2,013,660    10,818,135      169,329            --
  Servicing fees and related
     income........................          --           --       105,394           --     1,971,373
                                     ----------   ----------   -----------   ----------   -----------
                                      3,382,068    5,214,152    26,875,069    3,216,199     4,200,287
Expenses:
  Salaries and employee benefits...   1,649,634    2,064,379     7,471,937      883,254     3,683,766
  Other operating expenses.........     199,506      338,034     2,200,045      286,658       815,562
  General and administrative
     expenses......................     305,778      489,918     1,290,114      119,508       738,593
  Depreciation and amortization....      96,589      156,108       426,485       40,839       205,000
                                     ----------   ----------   -----------   ----------   -----------
Total expenses.....................   2,251,507    3,048,439    11,388,581    1,330,259     5,442,921
                                     ----------   ----------   -----------   ----------   -----------
                                      1,130,561    2,165,713    15,486,488    1,885,940    (1,242,634)
Other income and expense:
  Interest expense.................      97,293      722,568     2,981,983      620,938       218,520
  Other (income) expense...........      48,282       96,535       (95,747)      (6,323)      (90,574)
                                     ----------   ----------   -----------   ----------   -----------
Total other expense................     145,575      819,103     2,886,236      614,615       127,946
                                     ----------   ----------   -----------   ----------   -----------
Income (loss) before income taxes
  and extraordinary charge.........     984,986    1,346,610    12,600,252    1,271,325    (1,370,580)
Provision for income taxes (Note
  6)...............................     390,566      539,953     5,065,460      478,385      (546,172)
                                     ----------   ----------   -----------   ----------   -----------
Income (loss) before extraordinary
  charge...........................     594,420      806,657     7,534,792      792,940      (824,408)
Extraordinary charge, net of income
  tax benefit of $114,847 (Note
  8)...............................          --           --       179,633      179,633            --
                                     ----------   ----------   -----------   ----------   -----------
Net income (loss)..................  $  594,420   $  806,657   $ 7,355,159   $  613,307   $  (824,408)
                                     ==========   ==========   ===========   ==========   ===========
Basic earnings per share (Note 13):
  Income (loss) before
     extraordinary charge..........  $      .12   $      .16   $      1.52   $      .16   $      (.17)
  Extraordinary charge.............          --           --           .03          .04            --
                                     ----------   ----------   -----------   ----------   -----------
Net income (loss)..................  $      .12   $      .16   $      1.49   $      .12   $      (.17)
                                     ==========   ==========   ===========   ==========   ===========
Diluted earnings per share (Note
  13):
  Income before extraordinary
     charge........................  $      .12   $      .16   $      1.51   $      .15   $      (.17)
  Extraordinary charge.............          --           --           .04          .03            --
                                     ----------   ----------   -----------   ----------   -----------
Net income.........................  $      .12   $      .16   $      1.47   $      .12   $      (.17)
                                     ==========   ==========   ===========   ==========   ===========
Shares used for computation (in
  thousands) (Note 13):
  Basic............................       4,941        4,941         4,941        4,941         4,941
  Diluted..........................       4,941        4,941         4,996        5,316         5,020
</TABLE>

    
 
See accompanying notes.
 
                                       F-4

<PAGE>   63
 
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
   

<TABLE>
<CAPTION>
                                                                            ACCUMULATED
                                                ADDITIONAL    RETAINED         OTHER
                                      COMMON     PAID-IN      EARNINGS     COMPREHENSIVE
                                       STOCK     CAPITAL      (DEFICIT)       INCOME          TOTAL
                                      -------   ----------   -----------   -------------   -----------
<S>                                   <C>       <C>          <C>           <C>             <C>
Balance at December 31, 1995........  $    --   $ 200,000    $   (47,270)   $       --     $   152,730
  Net income........................       --          --        594,420            --         594,420
                                      -------   ---------    -----------    ----------     -----------
Balance at December 31, 1996........       --     200,000        547,150            --         747,150
  Net income........................       --          --        806,657            --         806,657
                                      -------   ---------    -----------    ----------     -----------
Balance at December 31, 1997........       --     200,000      1,353,807            --       1,553,807
  Net income........................       --          --      7,355,159            --       7,355,159
  Unrealized gain (Note 3)..........       --          --             --     4,882,883       4,882,883
                                                                                           -----------
  Comprehensive income..............                                                        12,238,042
  Issuance of put options on
     redeemable common stock (Note
     12)............................       --    (200,000)    (3,649,203)           --      (3,849,203)
  Issuance of common stock warrants
     (Note 9).......................       --     130,000             --            --         130,000
  Repricing of put options on
     redeemable common stock (Note
     12)............................       --          --      3,849,203            --       3,849,203
  Recapitalization of Company's
     common stock (Note 13).........   49,411     (49,411)            --            --              --
                                      -------   ---------    -----------    ----------     -----------
Balance at December 31, 1998........   49,411      80,589      8,908,966     4,882,883      13,921,849
  Net loss (unaudited)..............       --          --       (824,408)           --        (824,408)
  Unrealized loss (unaudited).......       --          --             --       (60,429)        (60,429)
                                                                                           -----------
  Comprehensive loss (unaudited)....                                                          (884,837)
                                      -------   ---------    -----------    ----------     -----------
Balance at March 31, 1999
  (unaudited).......................  $49,411   $  80,589    $ 8,084,558    $4,822,454     $13,037,012
                                      =======   =========    ===========    ==========     ===========
</TABLE>

    
 
See accompanying notes.
 
                                       F-5

<PAGE>   64
 
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                             YEAR ENDED DECEMBER 31                     MARCH 31
                                    -----------------------------------------   -------------------------
                                       1996           1997           1998          1998          1999
                                    -----------   ------------   ------------   -----------   -----------
                                                                                       (UNAUDITED)
<S>                                 <C>           <C>            <C>            <C>           <C>
OPERATING ACTIVITIES
Net income........................  $   594,420   $    806,657   $  7,355,159   $   613,307   $  (824,408)
Adjustments to reconcile net
  income to net cash provided by
  (used in) operating activities:
  Depreciation and amortization...       96,589        156,108        426,485        40,839       205,000
  Amortization of debt discount...           --         68,000        268,000       138,000            --
  Gain on sales of receivable
     portfolios...................     (994,884)    (2,013,660)   (10,818,135)     (169,329)           --
  Loss on sales of property and
     equipment....................      182,478             --         16,953            --            --
  Extraordinary loss on early
     extinguishment of debt.......           --             --        179,633       179,633            --
  Deferred income tax expense
     (benefit)....................        8,566          8,566      5,106,951       516,700      (546,171)
  Income accrued on retained
     interest.....................           --             --             --            --    (1,659,606)
  Amortization of servicing
     liability....................           --             --             --            --      (642,811)
  Increase in service fee
     receivable...................           --             --             --            --      (409,585)
  Increase in other assets........           --             --       (279,777)           --         9,583
  Increase (decrease) in accounts
     payable and accrued
     liabilities..................       85,979       (101,598)     1,178,518      (211,189)     (378,641)
                                    -----------   ------------   ------------   -----------   -----------
Net cash provided by (used in)
  operating activities............      (26,852)    (1,075,927)     3,433,787     1,107,961    (4,246,639)
 
INVESTING ACTIVITIES
Proceeds from sales of receivable
  portfolios......................    2,244,990      5,765,466     37,201,753       989,571            --
Net (accretion) collections
  applied to principal of
  receivable portfolios...........      786,288      1,926,379       (503,031)     (944,043)     (243,054)
Purchases of receivable
  portfolios......................   (4,216,247)   (18,248,711)   (24,762,456)   (4,842,165)   (4,178,087)
Purchases of property and
  equipment.......................     (478,199)      (166,577)    (2,813,563)     (751,442)     (863,542)
Proceeds from sales of property
  and equipment...................       40,335             --         32,229            --            --
                                    -----------   ------------   ------------   -----------   -----------
Net cash provided by (used in)
  investing activities............   (1,622,833)   (10,723,443)     9,154,932    (5,717,408)   (5,284,683)
 
FINANCING ACTIVITIES
Proceeds from notes payable and
  other borrowings................    1,907,548     12,440,680     23,573,831    21,549,966     9,031,160
Repayment of notes payable and
  other borrowings................     (287,819)      (284,213)   (31,480,997)  (16,426,558)   (1,056,197)
Payment on termination of put
  warrants........................           --             --       (206,000)     (206,000)           --
</TABLE>

    
 
                                       F-6

<PAGE>   65
   
                            MCM CAPITAL GROUP, INC.
    
   
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
    
 
   
              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
    
 
   

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                             YEAR ENDED DECEMBER 31                     MARCH 31
                                    -----------------------------------------   -------------------------
                                       1996           1997           1998          1998          1999
                                    -----------   ------------   ------------   -----------   -----------
                                                                                       (UNAUDITED)
<S>                                 <C>           <C>            <C>            <C>           <C>
Capitalized loan costs relating to
  financing arrangement...........  $        --   $         --   $         --   $        --   $  (841,323)
Net repayment of capital lease
  obligation......................           --             --             --            --       (16,038)
Prepayment fees and penalties on
  early extinguishment of debt....           --             --       (294,480)     (294,480)           --
                                    -----------   ------------   ------------   -----------   -----------
Net cash provided by (used in)
  financing activities............    1,619,729     12,156,467     (8,407,646)    4,622,928     7,117,602
                                    -----------   ------------   ------------   -----------   -----------
Net increase (decrease) in cash...      (29,956)       357,097      4,181,073       182,810    (2,413,720)
Cash, beginning of period.........  $   149,608   $    119,652   $    476,749   $   476,749   $ 4,657,822
                                    -----------   ------------   ------------   -----------   -----------
Cash, end of period...............  $   119,652   $    476,749   $  4,657,822   $   659,559   $ 2,244,102
                                    ===========   ============   ============   ===========   ===========
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                             YEAR ENDED DECEMBER 31                     MARCH 31
                                    -----------------------------------------   -------------------------
                                       1996           1997           1998          1998          1999
                                    -----------   ------------   ------------   -----------   -----------
                                                                                       (UNAUDITED)
<S>                                 <C>           <C>            <C>            <C>           <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
Cash paid during the period for:
  Interest........................  $    97,293   $    525,013   $  2,670,254   $   619,908   $   286,758
                                    ===========   ============   ============   ===========   ===========
  Income taxes....................  $   172,297   $    672,690   $     50,038   $   127,330   $        --
                                    ===========   ============   ============   ===========   ===========
SUPPLEMENTAL SCHEDULE OF NONCASH
  INVESTING ACTIVITIES
Property and equipment acquired
  under capital leases............  $        --   $         --   $    522,685   $        --   $        --
                                    ===========   ============   ============   ===========   ===========
Recognition of servicing
  liability.......................  $        --   $         --   $  3,607,476   $        --   $        --
                                    ===========   ============   ============   ===========   ===========
Recognition of retained interest
  in securitized receivables......  $        --   $         --   $ 14,857,759   $        --   $        --
                                    ===========   ============   ============   ===========   ===========
SUPPLEMENTAL SCHEDULE OF NONCASH
  FINANCING ACTIVITIES
Issuance of common stock warrants
  in connection with
  line-of-credit agreements.......  $        --   $    206,000   $    130,000   $        --   $        --
                                    ===========   ============   ============   ===========   ===========
Issuance of put options on
  redeemable common stock.........  $        --   $         --   $  3,849,203   $ 3,849,203   $        --
                                    ===========   ============   ============   ===========   ===========
</TABLE>

    
 
See accompanying notes.
 
                                       F-7

<PAGE>   66
 
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                        DECEMBER 31, 1996, 1997 AND 1998
 
   
1.  SIGNIFICANT ACCOUNTING POLICIES
    
 
   
  Ownership and Description of Business
    
 
MCM Capital Group, Inc. (MCM Capital), formerly Midland Corporation of Kansas,
is a holding company whose principal asset is its investment in its wholly-owned
subsidiary, Midland Credit Management Inc. (Midland Credit) (collectively
referred to herein as the Company). The Company is a financial services company
specializing in the recovery, restructuring, resale and securitization of
receivable portfolios acquired at deep discounts. The Company's receivable
portfolios consist primarily of charged-off domestic credit card receivables
purchased from national financial institutions and major retail corporations.
Acquisitions of receivable portfolios are financed by operations and borrowings
from third parties.
 
   
  Principles of Consolidation
    
 
The consolidated financial statements include MCM Capital and its wholly-owned
subsidiary, Midland Credit. All material intercompany transactions and balances
have been eliminated.
 
   
  Interim Reporting
    
 
   
The accompanying condensed consolidated interim financial statements as of March
31, 1999 and for the three months ended March 31, 1998 and 1999, including such
information included in the notes to the consolidated financial statements, are
unaudited. The Company believes that such information includes all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows on a basis
consistent with that of the consolidated financial statements as of December 31,
1998 and the year then ended. Operating results for the interim period are not
necessarily indicative of the results for any other interim period or for an
entire year.
    
 
   
  Investment in Receivable Portfolios
    
 
The Company accounts for its investment in receivable portfolios on the accrual
basis of accounting in accordance with the provisions of the AICPA's Practice
Bulletin 6, "Amortization of Discounts on Certain Acquired Loans." Static pools
are established with accounts having similar attributes, based on specific
seller and timing of acquisition. Once a static pool is established, the
receivables are permanently assigned to the pool. The discount (i.e., the
difference between the cost of each static pool and the related aggregate
contractual receivable balance) is not recorded since the Company expects to
collect a relatively small percentage of each static pool's contractual
receivable balance. As a result, each static pool is initially recorded at cost.
 
The Company accounts for each static pool as a unit for the economic life of the
pool (similar to one loan) for recognition of income from receivable portfolios,
for collections applied to principal of receivable portfolios and for provision
for loss or impairment. Income from receivable portfolios is accrued based on
the effective interest rate determined for each pool applied to each pool's
original cost basis, adjusted for unpaid accrued income and principal paydowns.
The effective interest rate is the internal rate of return determined based on
the timing and amounts of anticipated future cash flow projections for each
pool.
 
The Company monitors impairment of receivable portfolios based on discounted
projected future cash flows of each portfolio compared to each portfolio's
carrying amount. The discount rate is based on an acceptable rate of return
adjusted for specific risk factors. The receivable portfolios are evaluated for
impairment periodically by management based on current market and cash flow
assumptions. Provisions
 
                                       F-8

<PAGE>   67
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
for losses are charged to earnings when it is determined that the investment in
a receivable portfolio is greater than the present value of expected future cash
flows. No provision for losses was recorded as of December 31, 1998, 1997 or
1996.
 
   
  Securitization Accounting
    
 
Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
requires an entity to recognize the financial and servicing assets it controls
and the liabilities it has incurred and to derecognize financial assets when
control has been surrendered. The basis of securitized financial assets is
allocated to the receivables sold, the servicing asset or liability and retained
interest based on their relative fair values at the transfer date in determining
the gain on the securitization transaction.
 
   
  Retained Interest in Securitized Receivables
    
 
The retained interest is treated as a debt security classified as
available-for-sale in accordance with SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," and is carried at fair value. At the
time of securitization, the retained interest is initially recorded at the basis
allocated in accordance with SFAS No. 125. This original cost basis is adjusted
to fair value, which is based on the discounted anticipated future cash flows on
a "cash out" basis, with such adjustment (net of related deferred income taxes)
recorded as a component of other comprehensive income. The cash out method
projects cash collections to be received only after all amounts owed to
investors have been remitted.
 
Income on the retained interest is accrued based on the effective interest rate
applied to its original cost basis, adjusted for accrued interest and principal
paydowns. The effective interest rate is the internal rate of return determined
based on the timing and amounts of anticipated future cash flow projections for
the underlying pool of securitized receivables.
 
The Company monitors impairment of the retained interest based on discounted
anticipated future cash flows of the underlying receivables on a cash out basis
compared to the original cost basis of the retained interest, adjusted for
accrued interest and principal paydowns. The discount rate is based on an
acceptable rate of return adjusted for specific risk factors. The retained
interest is evaluated for impairment by management quarterly based on current
market and cash flow assumptions applied to the underlying receivables.
Provisions for losses are charged to earnings when it is determined that the
retained interest's original cost basis, adjusted for accrued interest and
principal paydowns, is greater than the present value of expected future cash
flows. No provision for losses was recorded as of December 31, 1998.
 
The retained interest is held by a wholly-owned, bankruptcy remote, special
purpose subsidiary of the Company. The value of the retained interest, and its
associated cash flows, would not be available to satisfy claims of creditors of
the Company.
 
   
  Servicing Liability
    
 
   
The Company records a servicing liability related to its obligation to service
securitized receivables. The servicing liability is amortized in proportion to
and over the estimated period of servicing for third-party acquirers of
securitized receivables. The amortization of the servicing liability is included
in servicing fees and related income in the consolidated statements of
operations. The sufficiency of the servicing liability is assessed based on the
fair value of the servicing contract as compared to the carrying amount of the
servicing liability. Fair value is estimated by discounting anticipated future
net servicing revenues or losses using assumptions the Company believes market
participants would use in their estimates of future servicing income and
expense.
    
                                       F-9

<PAGE>   68
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  Property and Equipment
 
Property and equipment are recorded at cost, less accumulated depreciation.
Provision for depreciation is computed using the straight-line or an accelerated
method over the estimated useful lives of the assets as follows:
 

<TABLE>
<S>                                                           <C>
Buildings and equipment.....................................  15 to 25 years
Furniture and fixtures......................................         7 years
Computer hardware and software..............................    3 to 5 years
Transportation vehicles.....................................         5 years
</TABLE>

 
Maintenance and repairs are charged to expense in the year incurred.
Expenditures for major renewals that extend the useful lives of fixed assets are
capitalized and depreciated over the useful lives of such assets.
 
  Income Taxes
 
Deferred income taxes are provided on temporary differences between the
financial reporting bases and income tax bases of the Company's assets and
liabilities.
 
  Stock-Based Compensation
 
The Company has elected to follow Accounting Principles Board Opinion No. 25
(APB 25), "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its employee stock options rather than the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
and Disclosure for Stock-Based Compensation." In accordance with APB 25,
compensation cost relating to stock options granted by the Company is measured
as the excess, if any, of the market price of the Company's stock at the date of
grant over the exercise price of the stock options.
 
  Comprehensive Income
 
   
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income,"
which establishes new rules for the reporting and display of comprehensive
income and its components; however, the adoption of this statement had no impact
on the Company's net income or stockholders' equity. SFAS No. 130 requires
unrealized gains or losses on available-for-sale securities to be included in
other comprehensive income. Adoption of this statement had no effect on prior
year financial statements, as the Company held no components of comprehensive
income.
    
 
  Fair Values of Financial Instruments
 
The following methods and assumptions were used by the Company to estimate the
fair value of each class of financial instruments:
 
     Investment in receivable portfolios: Investment in receivable portfolios is
     recorded at cost. The fair value is estimated based on recent acquisitions
     of similar receivable portfolios or discounted expected future cash flows.
     The discount rate is based on an acceptable rate of return adjusted for
     specific risk factors. The carrying value of the investment in receivable
     portfolios reported in the statements of financial condition approximates
     fair value.
 
     Retained interest in securitized receivables: Fair value is estimated by
     discounting anticipated future cash flows using a discount rate based on
     specific risk factors. The anticipated future cash flows are projected on a
     cash out basis to reflect the restriction of cash flows until the investors
     have been fully
 
                                      F-10

<PAGE>   69
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     paid. The retained interest in securitized receivables is recorded at fair
     value in the accompanying statements of financial condition.
 
     Notes payable and other borrowings:  The carrying amount reported in the
     statements of financial position approximates fair value for notes payable
     which are of a short-term nature. For other borrowings, fair value is
     estimated by discounting anticipated future cash flows using market rates
     of debt instruments with similar terms and remaining maturities. The
     carrying amount of other borrowings approximates fair value.
 
   
  Use of Estimates
    
 
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
 
Significant estimates have been made by management with respect to the timing
and amount of collection of future cash flows from receivable portfolios, as
well as the estimated costs to service securitized receivables. Actual results
are likely to differ from these estimates making it reasonably possible that a
change in these estimates could occur within one year. On a quarterly basis,
management reviews the estimate of future collections, and it is reasonably
possible that its assessment of collectibility may change based on actual
results and other factors.
 
   
  Concentrations of Risk
    
 
During 1998, all of the Company's purchases of receivable portfolios were from
two companies. These companies each have a significant presence in the retail
credit card industry and process a substantial volume of transactions. If the
Company was unable to continue to purchase receivable portfolios from these
companies or they were unable to provide adequate volume to the Company, the
Company would need to establish relationships with other retail credit card
issuers and institutions.
 
   
  Earnings Per Share
    
 
In accordance with the provisions of SFAS No. 128, "Earnings Per Share," the
dilutive effect of stock options and certain common stock warrants are excluded
from basic earnings per share but included in diluted earnings per share. See
Notes 9 and 11 regarding discussion of stock options and common stock warrants,
respectively, at December 31, 1998.
 
                                      F-11

<PAGE>   70
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2.  INVESTMENT IN RECEIVABLE PORTFOLIOS
 
   
The following summarizes the changes in the balance of the investment in
receivable portfolios for the following periods:
    
 
   

<TABLE>
<CAPTION>
                                                                                THREE MONTHS
                                              YEAR ENDED DECEMBER 31               ENDED
                                     ----------------------------------------     MARCH 31
                                        1996          1997           1998           1999
                                     -----------   -----------   ------------   ------------
                                                                                (UNAUDITED)
<S>                                  <C>           <C>           <C>            <C>
BALANCE, BEGINNING OF PERIOD.......  $   660,456   $ 2,840,309   $ 15,410,835    $2,052,421
  Purchase of receivable
     portfolios....................    4,216,247    18,248,711     24,762,456     4,178,087
  Securitization of receivable
     portfolios....................           --            --    (33,848,409)           --
  Cost of receivable portfolios
     sold..........................   (1,250,106)   (3,751,806)    (4,775,492)           --
  Net accretion (collections)
     applied to principal of
     receivable portfolios.........     (786,288)   (1,926,379)       503,031       243,054
                                     -----------   -----------   ------------    ----------
BALANCE, END OF PERIOD.............  $ 2,840,309   $15,410,835   $  2,052,421    $6,473,562
                                     ===========   ===========   ============    ==========
</TABLE>

    
 
   
3.  SECURITIZATION OF RECEIVABLE PORTFOLIOS
    
 
On December 30, 1998, Midland Receivables 98-1 Corporation, a qualified
special-purpose entity formed by the Company, issued securitization notes in the
principal amount of $33 million, which bear a fixed rate of interest of 8.63%.
The notes are collateralized by the credit card receivables securitized by the
Company with a carrying amount of $33.8 million at the time of transfer. The
transaction was accounted for as a sale under the provisions of SFAS No. 125. As
a result, the Company recorded a retained interest and servicing liability and
recognized a pretax gain of $9.3 million.
 
In connection with the securitization, the Company receives a servicing fee
equal to 20% of the gross monthly collections of the securitized receivables.
The benefits of servicing the securitized receivables are not expected to
adequately compensate the Company for performing the servicing; therefore, the
Company has recorded a servicing liability of $3,607,476 in accordance with SFAS
No. 125. The Company recorded no amortization of this servicing liability during
1998 since the transaction closed on December 30, 1998.
 
   
As a result of the securitization transaction, the Company recorded a retained
interest in securitized receivables. The retained interest is collateralized by
the credit card receivables that were securitized, adjusted for amounts owed to
the noteholders. At the time of the transaction, the Company recorded the
retained interest at an allocated basis in the amount of $15,847,759 based on
its relative fair value, as discussed in Note 1. The allocated basis amount was
adjusted to a fair value of $23,985,898. The adjustment, net of deferred income
taxes of $3,255,256, was recorded as a separate component of stockholders'
equity and reported as other comprehensive income.
    
 
In estimating the fair value of the retained interest, the Company has estimated
net cash flows, after repayment of notes, related interest and other fees, based
on the Company's historical collection results for similar receivables and
discounted at 30%.
 
   
In accordance with the terms of securitization, the Company deposited $990,000
with the securitization trustee to be used as a reserve for the benefit of
securitization investors. This amount, less any portion required to satisfy
obligations of the securitization, will be returned to the Company upon payment
of amounts due to securitization investors. This amount is included in the
$23,985,898 retained interest in securitized receivables recorded in the
accompanying statements of financial condition as of December 31, 1998.
    
 
                                      F-12

<PAGE>   71
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
4.  PROPERTY AND EQUIPMENT
 
   
Property and equipment consist of the following components:
    
 
   

<TABLE>
<CAPTION>
                                                      DECEMBER 31
                                               -------------------------     MARCH 31
                                                  1997          1998           1999
                                               ----------    -----------    -----------
                                                                            (UNAUDITED)
<S>                                            <C>           <C>            <C>
Land and buildings...........................  $  762,387    $   822,978    $   833,650
Furniture and fixtures.......................     724,458      1,288,858      1,404,094
Computer equipment and software..............     282,089      2,171,327      2,818,346
Transportation vehicles......................     135,148         76,149         76,149
Telephone equipment..........................          --        802,479        893,094
                                               ----------    -----------    -----------
                                                1,904,082      5,161,791      6,025,333
Accumulated depreciation and amortization....    (895,535)    (1,309,504)    (1,514,504)
                                               ----------    -----------    -----------
                                               $1,008,547    $ 3,852,287    $ 4,510,829
                                               ==========    ===========    ===========
</TABLE>

    
 
5.  NOTES PAYABLE AND OTHER BORROWINGS
 
   
At December 31, 1997 and 1998, and March 31, 1999, the Company had available
unused lines of credit in the amount of $1,090,780, $8,438,180 and $407,020,
respectively. The Company is obligated under the following borrowings as of the
dates indicated:
    
 
   

<TABLE>
<CAPTION>
                                                      DECEMBER 31
                                               -------------------------     MARCH 31
                                                  1997           1998          1999
                                               -----------    ----------    -----------
                                                                            (UNAUDITED)
<S>                                            <C>            <C>           <C>
Revolving lines of credit, net of debt
  discount, fixed rates ranging from 10% to
  12%........................................  $12,271,220    $       --    $        --
Revolving line of credit, 7.75%, unsecured,
  due July 15, 1999..........................           --     6,561,820     14,592,980
Term note, 1% over prime rate (9.5%).........    1,656,460            --             --
Various installment obligations, 9%..........      446,788       443,482        387,285
Notes payable to stockholders, rates ranging
  from 10% to 12%............................      400,000            --             --
                                               -----------    ----------    -----------
                                               $14,774,468    $7,005,302    $14,980,265
                                               ===========    ==========    ===========
</TABLE>

    
 
Borrowings under the Company's revolving line of credit at December 31, 1998 are
guaranteed by certain stockholders of MCM Capital.
 
                                      F-13

<PAGE>   72
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  INCOME TAXES
 
The provision for income taxes on income before extraordinary charge consists of
the following for the years ended December 31:
 

<TABLE>
<CAPTION>
                                                      1996        1997         1998
                                                    --------    --------    ----------
<S>                                                 <C>         <C>         <C>
Current expense (benefit):
  Federal.........................................  $306,419    $422,096    $       --
  State...........................................    75,581     109,291       (41,491)
                                                    --------    --------    ----------
                                                     382,000     531,387       (41,491)
Deferred expense:
  Federal.........................................     6,864       6,864     4,036,000
  State...........................................     1,702       1,702     1,070,951
                                                    --------    --------    ----------
                                                       8,566       8,566     5,106,951
                                                    --------    --------    ----------
                                                    $390,566    $539,953    $5,065,460
                                                    ========    ========    ==========
</TABLE>

 
The Company has recorded a deferred income tax benefit in 1998 in the amount of
$114,847 pertaining to an extraordinary loss on the early extinguishment of
debt, which has been reported in the net operating losses component of deferred
tax assets in the following table.
 
Deferred tax expense for 1998 includes a benefit of $694,239 related to a net
operating loss carryforward. The Company has net operating loss carryforwards of
$1,892,356. The current year net operating loss of $1,718,868 expires in the
year 2018. The remaining balance expires in the year 2006. The Company has not
recorded any valuation allowance against deferred income tax assets as of
December 31, 1997 and 1998.
 
The net deferred tax liability or asset consists of the following as of December
31:
 

<TABLE>
<CAPTION>
                                                                1997         1998
                                                              --------    -----------
<S>                                                           <C>         <C>
Deferred tax assets:
  Net operating losses......................................  $ 67,434    $   761,673
  Accrued expenses..........................................        --        126,844
                                                              --------    -----------
                                                                67,434        888,517
Deferred tax liabilities:
  Gain on securitization of receivables.....................        --      3,747,205
  Unrealized gain on retained interest in securitized
     receivables............................................        --      3,255,256
  Difference in recognition of income from receivable
     portfolios.............................................        --      1,912,265
  Difference in basis of depreciable assets.................        --        153,717
                                                              --------    -----------
                                                                    --      9,068,443
                                                              --------    -----------
Net deferred tax asset (liability)..........................  $ 67,434    $(8,179,926)
                                                              ========    ===========
</TABLE>

 
   
The securitization transaction qualified as a financing for income tax purposes;
therefore, the Company recorded a deferred tax liability in the amount of
$3,747,205, as no gain was recorded for income tax purposes. The Company's
deferred tax liability at December 31, 1998 includes $3,255,256 related to the
unrealized gain on retained interest reported as a separate component of
stockholders' equity.
    
 
                                      F-14

<PAGE>   73
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
The differences between the total income tax expense and the income tax expense
computed using the applicable federal income tax rate were as follows for the
years ended December 31:
 

<TABLE>
<CAPTION>
                                                      1996        1997         1998
                                                    --------    --------    ----------
<S>                                                 <C>         <C>         <C>
Computed "expected" federal income taxes..........  $334,895    $480,967    $4,410,088
Increase (decrease) in income taxes resulting
  from:
  State income taxes, net.........................    47,782      68,622       669,149
  Other adjustments, net..........................     7,889      (9,636)      (13,777)
                                                    --------    --------    ----------
                                                    $390,566    $539,953    $5,065,460
                                                    ========    ========    ==========
</TABLE>

 
   
7.  LEASES
    
   
    
 
In November 1997, the Company began leasing office facilities in Phoenix,
Arizona to accommodate expansion of its collection operations. During 1998, the
Company expanded its facilities under this lease. The lease is structured as an
operating lease, and the Company incurred related rent expense in the amount of
$38,916 and $197,550 during 1997 and 1998, respectively. Commitments for future
minimum rentals are presented below for the years ending December 31:
 

<TABLE>
<S>                                                           <C>
1999........................................................  $  529,504
2000........................................................     536,504
2001........................................................     566,315
2002........................................................     569,578
2003........................................................     380,387
                                                              ----------
                                                              $2,582,288
                                                              ==========
</TABLE>

 
The Company leases certain property and equipment through capital leases. These
long-term leases are noncancelable and expire on varying dates through 2003. At
December 31, 1998, the cost of assets under capital leases is $522,685. The
related amortization expense and accumulated amortization at December 31, 1998
and for the year then ended was $30,256. Amortization of assets under capital
leases is included in depreciation and amortization expense.
 
Future minimum lease payments under capital lease obligations consist of the
following for the years ending December 31:
 

<TABLE>
<S>                                                           <C>
1999........................................................  $173,368
2000........................................................   185,592
2001........................................................   185,592
2002........................................................    38,904
2003........................................................    26,165
                                                              --------
                                                               609,621
Less amount representing interest...........................   103,777
                                                              --------
                                                              $505,844
                                                              ========
</TABLE>

 
   
8.  EXTRAORDINARY CHARGE
    
 
In connection with the early extinguishment of debt under one of the Company's
previous bank credit agreements, the Company recognized an extraordinary loss in
1998 of $179,633, net of income tax benefit of $114,847, resulting from payment
of prepayment fees and penalties.
 
                                      F-15

<PAGE>   74
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
   
9.  COMMON STOCK WARRANTS
    
 
In November 1997, MCM Capital issued put warrants in connection with a
three-month line-of-credit agreement entered into by the Company. In connection
with the expiration of the line-of-credit agreement in February 1998, the holder
of the warrants exercised its put option and the Company repurchased the
warrants for $206,000. As a result, the Company recorded a liability in 1997 for
the put warrants in the amount of $206,000, which was paid in 1998, and a
corresponding debt discount in the same amount. The Company recognized interest
expense in the amount of $68,000 and $138,000 during 1997 and 1998,
respectively, associated with the amortization of the related debt discount.
 
In September 1998, MCM Capital issued common stock warrants in connection with a
three-month line-of-credit agreement entered into by the Company. The warrants
were valued at $130,000 on the date of issuance, which was recorded as debt
discount and amortized to interest expense during 1998. In connection with the
expiration of the line-of-credit agreement in December 1998, the warrants were
returned to the Company at no cost.
 
   
10.  PURCHASE COMMITMENT OBLIGATION
    
 
The Company is obligated under a credit card accounts sale agreement (the
Agreement) with its largest supplier (the Seller) to purchase all accounts put
to the Company by the Seller subject to certain restrictions as defined by the
Agreement. Under the Agreement, the Seller is required to sell a minimum amount
of the accounts available-for-sale to the Company each month at a set price.
 
   
11.  STOCK-BASED COMPENSATION
    
 
   
During 1998, MCM Capital granted stock options to purchase 98,823 shares of its
common stock for $3.04 per share (representing the estimated market value of the
Company's common stock on date of grant) in connection with an executive's
employment agreement. These options will vest in equal increments over a period
of three years from the date of grant and have a term of 10 years. No other
options are outstanding at December 31, 1998. Since the exercise price of the
stock options was equal to the estimated market value of the underlying common
stock at the date of grant, no compensation expense was recognized in accordance
with APB 25.
    
 
   
Pro forma information regarding net income and earnings per share is required by
SFAS No. 123 and has been determined as if MCM Capital had accounted for these
stock options under the fair-value method of SFAS No. 123. The fair value for
these options was estimated to be $120,000 at the date of grant using the
minimum-value method with the following assumptions for the year ended December
31, 1998: risk-free interest rate of 5.1%, dividend yield of 0%, an estimated
market value of the Company's common stock on the date of grant of $3.04 and an
expected life of the options of 10 years.
    
 
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information for 1998 follows:
 

<TABLE>
<S>                                                           <C>
Pro forma net income........................................  $7,332,159
Pro forma earnings per share:
  Basic.....................................................  $      .75
  Diluted...................................................  $      .74
</TABLE>

 
                                      F-16

<PAGE>   75
                            MCM CAPITAL GROUP, INC.
                    (FORMERLY MIDLAND CORPORATION OF KANSAS)
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
   
12.  REDEEMABLE COMMON STOCK
    
 
   
The Company's Stockholders' Agreement (the Agreement) dated February 13, 1998
granted put options to certain minority stockholders, who collectively hold 30%
(1,482,339 shares) of the Company's common stock. If exercised, the options
obligate the Company to acquire the shares, for cash, at an amount based on
operating results of the Company, as defined in the Agreement. Such options
expire in the event the Company completes an initial public offering. The
Company's obligation under the Agreement is reported outside of stockholders'
equity with an offsetting charge to stockholders' equity.
    
 
   
The Company's obligation for the redeemable stock was recorded at $3.8 million
on the date of grant, as determined based on earnings computed on a tax basis as
outlined in the Agreement. As of December 31, 1998, the carrying amount of the
Company's obligation was adjusted to zero, as a result of the net operating loss
for tax purposes for the year ended December 31, 1998.
    
 
   
13.  PENDING PUBLIC OFFERING OF COMMON STOCK
    
 
   
MCM Capital has filed a registration statement with the Securities and Exchange
Commission for an underwritten initial public offering of its shares of common
stock (the Offering). Immediately prior to effectiveness of the Offering, the
Board of Directors and stockholders are expected to merge MCM Capital with
Midland Corporation of Kansas in which:
    
 
   
     - MCM Capital will be the surviving corporation;
    
 
   
     - the authorized capital stock of the surviving corporation will consist of
       50,000,000 shares of $.01 par value common stock and 5,000,000 shares of
       $.01 par value preferred stock; and
    
 
   
     - the stockholders of Midland Corporation of Kansas will receive 4.941
       shares of MCM Capital common stock for each share of Midland Corporation
       of Kansas common stock outstanding, having the effect of a 4.941-to-1
       stock split.
    
 
   
All share and per share information included in the accompanying consolidated
financial statements have been adjusted to give retroactive effect to the change
in the number of shares outstanding as a result of the expected merger.
    
 
                                      F-17

<PAGE>   76
 
--------------------------------------------------------------------------------
 
                            [MCM CAPITAL GROUP LOGO]
 
   
                                5,000,000 SHARES
    
 
                                  COMMON STOCK
 
                          ---------------------------
 
                                   PROSPECTUS
                          ---------------------------
 
                                           , 1999
 
                               CIBC WORLD MARKETS
 
                           U.S. BANCORP PIPER JAFFRAY
 
--------------------------------------------------------------------------------
   
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NO DEALER,
SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE INFORMATION THAT IS NOT
CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT
SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT
ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY
OF THIS PROSPECTUS OR ANY SALE OF THESE SECURITIES.
DEALER PROSPECTUS DELIVERY OBLIGATION: UNTIL             , 1999 (25 DAYS AFTER
THE COMMENCEMENT OF THE OFFERING) ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
    
 

<PAGE>   77
 

 
                                   PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
   

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
    
 
This table sets forth the estimated expenses in connection with the distribution
of the securities being registered hereunder, other than underwriting discounts
and commissions:
 
   

<TABLE>
<CAPTION>
                            ITEM                               AMOUNT
                            ----                              --------
<S>                                                           <C>
  Securities and Exchange Commission Fee....................  $ 23,978
  NASD filing fee...........................................     9,125
* Blue Sky fees and expenses................................     5,000
* Printing and engraving expenses...........................   200,000
* Legal fees and expenses...................................   300,000
* Accounting fees and expenses..............................   130,000
* Transfer agent and registrar's fees.......................     3,500
* Miscellaneous expenses....................................    28,397
                                                              --------
       Total................................................  $700,000
                                                              ========
</TABLE>

    
 
---------------------------
 
* Estimated.
 
   

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
    
 
Our Certificate of Incorporation provides that our directors shall not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for: (i) any breach of the
director's duty of loyalty to us or our stockholders; (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) liability for payments of dividends or stock purchases or redemptions
in violation of Section 174 of the Delaware General Corporation Law; or (iv) any
transaction from which the director derived an improper personal benefit. In
addition, our Certificate of Incorporation provides that we will, to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than such law permitted the corporation to provide prior
to such amendment), indemnify and hold harmless any person who was or is a
party, or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that such person
is or was our director or officer, or is or was serving at our request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "Indemnitee") against expenses,
liabilities and losses (including attorneys' fees, judgments, fines, excise
taxes or penalties paid in connection with the Employee Retirement Income
Security Act of 1974, as amended, and amounts paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith; provided,
however, that except as otherwise provided with respect to proceedings to
enforce rights to indemnification, we shall indemnify any such Indemnitee in
connection with a proceeding (or part thereof) initiated by such Indemnitee only
if such proceeding or part thereof was authorized by our board of directors.
 
The right to indemnification set forth above includes the right for us to pay
the expenses (including attorneys' fees) incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an Indemnitee in his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such Indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
 
                                      II-1

<PAGE>   78
 
delivery to us of an undertaking, by or on behalf of such Indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is not further right to appeal that such Indemnitee is
not entitled to be indemnified for such expenses under this section or
otherwise. The rights to indemnification and to the advancement of expenses
conferred herewith are contract rights and continue as to an Indemnitee who has
ceased to be a director, officer, employee or agent and inures to the benefit of
the Indemnitee's heirs, executors and administrators.
 
The Delaware General Corporation Law provides that indemnification is
permissible only when the director, officer, employee, or agent acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. The
Delaware General Corporation Law also precludes indemnification in respect of
any claim, issue, or matter as to which an officer, director, employee, or agent
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine that, despite such adjudication of liability but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
 
We have agreed to indemnify the underwriters and their controlling persons, and
the underwriters have agreed to indemnify us and our controlling persons,
against certain liabilities, including liabilities under the Securities Act.
Reference is made to the Underwriting Agreement filed as part of the Exhibits
hereto.
 
See Item 17 for information regarding our undertaking to submit to adjudication
the issue of indemnification for violation of the securities laws.
 
   

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.
    
 
   
Prior to effectiveness, MCM will reincorporate from Kansas to Delaware by way of
a merger of Midland Corporation of Kansas, a Kansas corporation, with and into
MCM. In the merger, each share of Midland Corporation of Kansas' issued and
outstanding common stock will be exchanged for 4.941 shares of MCM's common
stock and each option to purchase a share of Midland Corporation of Kansas'
common stock will be exchanged for an option to purchase 4.941 shares of MCM's
common stock.
    
 
Exemption from registration for this transaction was claimed pursuant to Rule
145 under the Securities Act for transactions the sole purpose of which is to
change the issuer's domicile within the United States.
 
On September 14, 1998, MCM issued to Nomura Asset Capital Corporation warrants
to purchase 516,846 shares (post-split) of our common stock. The warrants were
issued in consideration of Nomura extending the maturity date of a $28 million
loan that was outstanding to Midland Credit Management, Inc., a subsidiary of
MCM. On December 31, 1998, the warrants were cancelled as part of the payoff of
the loan. The warrants were issued under the private placement exemption in
Section 4(2) of the Securities Act of 1933.
 
                                      II-2

<PAGE>   79
 
   

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
    
 
(a) Exhibits:
 
   

<TABLE>
<CAPTION>
EXHIBIT
NO.                              DESCRIPTION
-------                          -----------
<S>      <C>
 1       Form of Underwriting Agreement
 2       Form of Plan of Merger
 3.1     Form of MCM's Restated Certificate of Incorporation
 3.2     MCM's By-Laws
 5       Opinion of Snell & Wilmer L.L.P.
10.1     Form of Indenture and Servicing Agreement relating to MCM's
         securitization program+(1)
10.2     Form of Receivables Contribution Agreement relating to MCM's
         securitization program(1)
10.3     Form of Insurance and Reimbursement Agreement relating to
         MCM's securitization program+(1)
10.4     Indenture and Servicing Agreement relating to the warehouse
         facility+(1)
10.5     Receivables Contribution Agreement relating to the warehouse
         facility+(1)
10.6     Insurance and Reimbursement Agreement relating to the
         warehouse facility+(1)
10.7     Employment Agreement between MCM and R. Brooks Sherman, Jr.
10.8     Employment Agreement between MCM and Frank Chandler+(1)
10.9     Employment Agreement between MCM and John Chandler+(1)
10.10    Employment Agreement between MCM and Bradley Hochstein+(1)
10.11    Real Estate Mortgage on behalf of Bank of Kansas(1)
10.12    Net Industrial Building Lease by and between MCM and 4405 E.
         Baseline Road Limited Partnership for the property located
         at 4310 E. Broadway Road, Phoenix, Arizona (the "Office
         Lease")(1)
10.13    First Amendment to the Office Lease(1)
10.14    Second Amendment to the Office Lease(1)
10.15    Third Amendment to the Office Lease(1)
10.16    Fourth Amendment to the Office Lease(1)
10.17    Credit Card Accounts Sale Agreement among Midland Credit
         Management, Inc. and other parties+(1)
10.18    First Amendment to Credit Card Accounts Sale Agreement+(1)
10.19    Second Amendment to Credit Card Accounts Sale Agreement+(1)
10.20    Receivable Purchase Agreement between Midland Credit
         Management, Inc. and other parties+(1)
10.21    Amendment of Receivable Purchase Agreement+(1)
10.22    Form of Registration Rights Agreement
10.23    Form of MCM 1999 Equity Participation Plan
10.24    Form of Option Agreement under MCM 1999 Equity Participation
         Plan
21       List of Subsidiaries(1)
23.1     Consent of Ernst & Young LLP
</TABLE>

    
 
                                      II-3

<PAGE>   80
 
   

<TABLE>
<CAPTION>
EXHIBIT
NO.                              DESCRIPTION
-------                          -----------
<S>      <C>
23.2     Consent of Snell & Wilmer L.L.P. (included in the opinion
         filed as Exhibit 5)
24       Powers of Attorney (set forth on signature page included in
         registration statement)
27.1     Financial Data Schedule for the fiscal year ended December
         31, 1998(1)
27.2     Financial Data Schedule for the three months ended March 31,
         1999
</TABLE>

    
 
---------------------------
 
   
(1) Previously filed.
    
 
   
 +  Certain confidential portions of these exhibits were omitted by means of
    redacting a portion of the text and replacing it with an asterisk. These
    exhibits have been filed separately with the Secretary of the Commission
    without the redaction pursuant to the Registrant's application requesting
    confidential treatment under Rule 406 under the Securities Act.
    
 
(b) Financial Statement Schedules:
 
None.
 
   

ITEM 17.  UNDERTAKINGS.
    
 
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to our directors, officers and
controlling persons under the provisions of our Certificate of Incorporation,
Bylaws or laws of the State of Delaware or otherwise, we have been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than our payment of expenses incurred or paid by one of our
directors, officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
 
We hereby undertake to provide to the underwriters at the closing specified in
the underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to each
purchaser.
 
We undertake that:
 
(1) For purposes of determining any liability under the Securities Act, the
    information omitted from the form of prospectus filed as part of this
    registration statement in reliance upon Rule 430A and contained in a form of
    prospectus filed by us under Rule 424(b)(1) or (4) or 497(h) under the
    Securities Act shall be deemed to be part of this registration statement as
    of the time it was declared effective.
 
(2) For the purpose of determining any liability under the Securities Act, each
    post-effective amendment that contains a form of prospectus shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.
 
                                      II-4

<PAGE>   81
 

                                   SIGNATURES
 
   
Pursuant to the requirements of the Securities Act of 1933, MCM CAPITAL GROUP,
INC. has duly caused this Amendment No. 2 to Registration Statement No.
333-77483 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hutchinson, State of Kansas, on this 11th day of
June, 1999.
    
 
                                      MCM CAPITAL GROUP, INC.
 
   
                                      By: /s/ FRANK I. CHANDLER
    
                                         ---------------------------------------
   
                                          Name: Frank I. Chandler
    
                                          Title: President and Chief Executive
                                                 Officer
 
                               POWER OF ATTORNEY
 
The Registrant and each person whose signature appears below constitutes and
appoints Frank Chandler, Gregory G. Meredith and Eric D. Kogan, and any agent
for service named in this Registration Statement and each of them, his, her, or
its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her, or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this Registration
Statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed under Rule 462(b) under
the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2
to Registration Statement No. 333-77483 has been signed by the following persons
in the capacities and on the dates indicated.
 
   

<TABLE>
<CAPTION>
                NAME AND SIGNATURE                                 TITLE                    DATE
                ------------------                                 -----                    ----
<C>                                                  <S>                                <C>
 
               /s/ FRANK I. CHANDLER                 Director, President and Chief      June 11, 1999
---------------------------------------------------    Executive Officer (Principal
                 Frank I. Chandler                     Executive Officer)
 
            /s/ R. BROOKS SHERMAN, JR.               Executive Vice President Chief     June 11, 1999
---------------------------------------------------    Financial Officer and Treasurer
              R. Brooks Sherman, Jr.                   (Principal Financial and
                                                       Accounting Officer)
 
                 /s/ ERIC D. KOGAN                   Chairman of the Board of           June 11, 1999
---------------------------------------------------    Directors
                   Eric D. Kogan
 
                 /s/ PETER W. MAY                    Director                           June 11, 1999
---------------------------------------------------
                   Peter W. May
</TABLE>

    
 
                                      II-5

<PAGE>   82
 
   

<TABLE>
<CAPTION>
                NAME AND SIGNATURE                                 TITLE                    DATE
                ------------------                                 -----                    ----
<C>                                                  <S>                                <C>
                /s/ JAMES D. PACKER                  Director                           June 11, 1999
---------------------------------------------------
                  James D. Packer
 
                 /s/ NELSON PELTZ                    Director                           June 11, 1999
---------------------------------------------------
                   Nelson Peltz
 
                /s/ ROBERT M. WHYTE                  Director                           June 11, 1999
---------------------------------------------------
                  Robert M. Whyte
 
                 /s/ JOHN WILLINGE                   Director                           June 11, 1999
---------------------------------------------------
                   John Willinge
</TABLE>

    
 
                                      II-6

<PAGE>   83
 
   

                                 EXHIBIT INDEX
    
 
   

<TABLE>
<CAPTION>
EXHIBIT
NO.                              DESCRIPTION
-------                          -----------
<S>      <C>
 1       Form of Underwriting Agreement
 2       Form of Plan of Merger
 3.1     Form of MCM's Restated Certificate of Incorporation
 3.2     MCM's By-Laws
 5       Opinion of Snell & Wilmer L.L.P.
10.1     Form of Indenture and Servicing Agreement relating to MCM's
         securitization program+(1)
10.2     Form of Receivables Contribution Agreement relating to MCM's
         securitization program(1)
10.3     Form of Insurance and Reimbursement Agreement relating to
         MCM's securitization program+(1)
10.4     Indenture and Servicing Agreement relating to the warehouse
         facility+(1)
10.5     Receivables Contribution Agreement relating to the warehouse
         facility+(1)
10.6     Insurance and Reimbursement Agreement relating to the
         warehouse facility+(1)
10.7     Employment Agreement between MCM and R. Brooks Sherman, Jr.
10.8     Employment Agreement between MCM and Frank Chandler+(1)
10.9     Employment Agreement between MCM and John Chandler+(1)
10.10    Employment Agreement between MCM and Bradley Hochstein+(1)
10.11    Real Estate Mortgage on behalf of Bank of Kansas(1)
10.12    Net Industrial Building Lease by and between MCM and 4405 E.
         Baseline Road Limited Partnership for the property located
         at 4310 E. Broadway Road, Phoenix, Arizona (the "Office
         Lease")(1)
10.13    First Amendment to the Office Lease(1)
10.14    Second Amendment to the Office Lease(1)
10.15    Third Amendment to the Office Lease(1)
10.16    Fourth Amendment to the Office Lease(1)
10.17    Credit Card Accounts Sale Agreement among Midland Credit
         Management, Inc. and other parties+(1)
10.18    First Amendment to Credit Card Accounts Sale Agreement+(1)
10.19    Second Amendment to Credit Card Accounts Sale Agreement+(1)
10.20    Receivable Purchase Agreement between Midland Credit
         Management, Inc. and other parties+(1)
10.21    Amendment of Receivable Purchase Agreement+(1)
10.22    Form of Registration Rights Agreement
10.23    Form of MCM 1999 Equity Participation Plan
10.24    Form of Option Agreement under MCM 1999 Equity Participation
         Plan
21       List of Subsidiaries(1)
23.1     Consent of Ernst & Young LLP
23.2     Consent of Snell & Wilmer L.L.P. (included in the opinion
         filed as Exhibit 5)
</TABLE>

    
 
                                      II-7

<PAGE>   84
 
   

<TABLE>
<CAPTION>
EXHIBIT
NO.                              DESCRIPTION
-------                          -----------
<S>      <C>
24       Powers of Attorney (set forth on signature page included in
         registration statement)
27.1     Financial Data Schedule for the fiscal year ended December
         31, 1998(1)
27.2     Financial Data Schedule for the three months ended March 31,
         1999
</TABLE>

    
 
---------------------------
 
   
(1) Previously filed.
    
 
   
 +  Certain confidential portions of these exhibits were omitted by means of
    redacting a portion of the text and replacing it with an asterisk. These
    exhibits have been filed separately with the Secretary of the Commission
    without the redaction pursuant to the Registrant's application requesting
    confidential treatment under Rule 406 under the Securities Act.
    
 
                                      II-8





<PAGE>   1
                                                                      Exhibit 1
                                5,000,000 Shares

                             MCM CAPITAL GROUP, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT


                                                          ______________, 1999


CIBC World Markets Corp.
U.S. Bancorp Piper Jaffray Inc.
c/o CIBC World Markets Corp.
CIBC Oppenheimer Tower
World Financial Center
New York, New York  10281

On behalf of the Several Underwriters named on Schedule I attached hereto.

Ladies and Gentlemen:

               MCM Capital Group, Inc., a Delaware corporation (the "Company"),
and certain existing stockholders named on Schedule II to this Agreement (the
"Selling Stockholders") propose, subject to the terms and conditions contained
herein, to sell to you and the other underwriters named on Schedule I to this
Agreement (the "Underwriters"), for whom you are acting as representatives (the
"Representatives"), an aggregate of 5,000,000 shares (the "Firm Shares") of the
Company's Common Stock, $0.01 par value per share (the "Common Stock"). Of the
5,000,000 Firm Shares, 3,333,333 shares are to be issued and sold by the Company
and an aggregate of 1,666,667 shares are to be sold by the Selling Stockholders
in the amounts listed opposite their respective names on Schedule II to this
Agreement. The respective amounts of the Firm Shares to be purchased by each of
the several Underwriters are set forth opposite
 their names on Schedule I
hereto. In addition, the Company proposes to grant to the Underwriters an option
to purchase up to an additional 750,000 shares (the "Option Shares") of Common
Stock, for the purpose of covering over-allotments in connection with the sale
of the Firm Shares. The Firm Shares and the Option Shares are together called
the "Shares."


               1.    Sale and Purchase of the Shares.

               On the basis of the representations, warranties and agreements
contained in, and subject to the terms and conditions of, this Agreement:


                                     - 1 -

<PAGE>   2
               (a) The Company agrees to sell to each of the Underwriters, and
         each of the Underwriters agrees, severally and not jointly, to purchase
         from the Company, at a price of $_____ per share (the "Initial Price"),
         the number of Firm Shares set forth opposite the name of such
         Underwriter under the column "Number of Firm Shares to be Purchased
         from the Company" on Schedule I to this Agreement, subject to
         adjustment in accordance with Section 11 hereof. Each of the Selling
         Stockholders agrees, severally and not jointly, to sell to each of the
         Underwriters, and each of the Underwriters agrees, severally and not
         jointly, to purchase from each of the Selling Stockholders, at the
         Initial Price, the number of Firm Shares set forth opposite the name of
         such Underwriter under the column in its name under "Number of Firm
         Shares to be Purchased from the Selling Stockholders" on Schedule I to
         this Agreement, subject to adjustment in accordance with Section 12
         hereof.

               (b) The Company grants to the several Underwriters an option to
         purchase, severally and not jointly, all or any part of the Option
         Shares at the Initial Price. The number of Option Shares to be
         purchased by each Underwriter shall be the same percentage (adjusted by
         the Representatives to eliminate fractions) of the total number of
         Option Shares to be purchased by the Underwriters as such Underwriter
         is purchasing of the Firm Shares. Such option may be exercised only to
         cover over-allotments in the sales of the Firm Shares by the
         Underwriters and may be exercised in whole or in part at any time on or
         before 12:00 noon, New York City time, on the business day before the
         Firm Shares Closing Date (as defined below), and thereafter from time
         to time within 30 days after the date of this Agreement, in each case
         upon written or telegraphic notice, or oral or telephonic notice
         confirmed by written or telegraphic notice, by the Representatives to
         the Company no later than 12:00 noon, New York City time, on the
         business day before the Firm Shares Closing Date or at least two
         business days before the Option Shares Closing Date (as defined below),
         as the case may be, setting forth the number of Option Shares to be
         purchased and the time and date (if other than the Firm Shares Closing
         Date) of such purchase.

               2. Delivery and Payment. The Shares shall be represented by
definitive certificates and shall be registered in such names and shall be in
such denominations as the Representatives shall request at least two full
business days before the Firm Shares Closing Date or, in the case of Option
Shares, on the day of notice of exercise of the option as described in Section
1(b). The Firm Shares shall be delivered by or on behalf of the Company and the
Selling Stockholders, with any transfer taxes thereon duly paid by the Company
or the Selling Stockholders, as the case may be, to the Representatives through
the facilities of The Depository Trust Company ("DTC"), for the respective
accounts of the several Underwriters, against payment of the purchase price to
the Company and the Selling Stockholders by wire transfers of Federal or other
funds immediately available in New York City. The certificates representing the
Firm Shares shall be made available for inspection not later than 9:30 a.m., New
York City time, on the business day prior to the Firm Shares Closing Date at the
office of DTC or its designated custodian. The time and date of delivery and
payment for the Firm Shares shall be 9:00 a.m., New York City time, on the third
business day following the date of this Agreement, or at such 


                                     - 2 -

<PAGE>   3
time on such other date, not later than ten business days after the date of this
Agreement, as shall be agreed upon by the Company, the Selling Stockholders and
the Representatives (such time and date of delivery and payment are called the
"Firm Shares Closing Date"). The documents to be delivered on the Firm Shares
Closing Date on behalf of the parties hereto shall be delivered at the offices
of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 48th Floor, New York, New York
10166 and the Firm Shares shall be delivered at the office of DTC or its
designated custodian on the Firm Shares Closing Date.

               In the event the option with respect to the Option Shares is
exercised, delivery by the Company of the Option Shares to the Representatives
for the respective accounts of the Underwriters and payment of the purchase
price to the Company shall take place as specified above with respect to the
Firm Shares at the time and on the date (which may be the same date as, but in
no event shall be earlier than, the Firm Shares Closing Date) specified in the
notice referred to in Section 1(b) (such time and date of delivery and payment
are called the "Option Shares Closing Date"). The Firm Shares Closing Date and
the Option Shares Closing Date are called, individually, a "Closing Date" and,
together, the "Closing Dates."


               3. Registration Statement and Prospectus; Public Offering. The
Company has prepared and filed in conformity with the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the published
rules and regulations thereunder (the "Rules") adopted by the Securities and
Exchange Commission (the "Commission") a Registration Statement (as hereinafter
defined) on Form S-1 (No. 333-77483), including a preliminary prospectus
relating to the Shares, and such amendments thereto as may have been required to
the date of this Agreement. Copies of such Registration Statement (including all
amendments thereof) and of the related Preliminary Prospectus (as hereinafter
defined) have heretofore been delivered by the Company to you. The term
"Preliminary Prospectus" means any preliminary prospectus (as described in Rule
430 of the Rules) included at any time as a part of the Registration Statement
or filed with the Commission by the Company with the consent of the
Representatives pursuant to Rule 424(a) of the Rules. The term "Registration
Statement" as used in this Agreement means the initial registration statement
(including all exhibits and financial schedules), as amended at the time and on
the date it becomes effective (the "Effective Date"), including the information
(if any) deemed to be part thereof at the time of effectiveness pursuant to Rule
430A of the Rules. If the Company has filed an abbreviated registration
statement to register additional Shares pursuant to Rule 462(b) under the Rules
(the "462(b) Registration Statement") then any reference herein to the
Registration Statement shall also be deemed to include such 462(b) Registration
Statement. The term "Prospectus" as used in this Agreement means the prospectus
included in the Registration Statement in the form first used to confirm sales
of the Shares.

               The Company and the Selling Stockholders understand that the
Underwriters propose to make a public offering of the Shares, as set forth in
and pursuant to the Prospectus, as soon after the Effective Date and the date of
this Agreement as the Representatives deem advisable. The Company and the
Selling Stockholders hereby confirm that the Underwriters and dealers have been
authorized to distribute or cause to be distributed each Preliminary Prospectus


                                     - 3 -

<PAGE>   4
and are authorized to distribute the Prospectus (as from time to time amended or
supplemented if the Company furnishes amendments or supplements thereto to the
Underwriters).

               4. Representations and Warranties of the Company. The Company
hereby represents and warrants to each Underwriter and to each Selling
Stockholder as follows:

               (a) On the Effective Date, the Registration Statement complied,
         and on the date of the Prospectus, the date any post-effective
         amendment to the Registration Statement becomes effective, the date any
         supplement or amendment to the Prospectus is filed with the Commission
         and each Closing Date, the Registration Statement and the Prospectus
         (and any amendment thereof or supplement thereto) will comply, in all
         material respects, with the applicable provisions of the Securities Act
         and the Rules and the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), and the rules and regulations of the Commission
         thereunder. The Registration Statement did not, as of the Effective
         Date, contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary in order
         to make the statements therein not misleading. On the Effective Date
         and on the other dates referred to above, the Prospectus did not and
         will not contain any untrue statement of a material fact or omit to
         state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. When any Preliminary Prospectus was first filed with
         the Commission (whether filed as part of the Registration Statement or
         any amendment thereto or pursuant to Rule 424(a) of the Rules) and when
         any amendment thereof or supplement thereto was first filed with the
         Commission, such preliminary prospectus as amended or supplemented
         complied in all material respects with the applicable provisions of the
         Securities Act and the Rules and did not contain any untrue statement
         of a material fact or omit to state any material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading. Notwithstanding the
         foregoing, none of the representations and warranties in this paragraph
         4(a) shall apply to statements in, or omissions from, the Registration
         Statement or the Prospectus made in reliance upon, and in conformity
         with, information herein or otherwise furnished in writing (i) with
         respect to the representations and warranties made in this paragraph
         4(a) to any Underwriter, by the Representatives on behalf of the
         several Underwriters for use in the Registration Statement or the
         Prospectus, and (ii) with respect to the representations and warranties
         made in this paragraph 4(a) to any Selling Stockholder, by such Selling
         Stockholder for use in the Registration Statement or the Prospectus.
         With respect to the preceding sentence, the Company acknowledges that
         the only information furnished in writing (i) by the Representatives on
         behalf of the several Underwriters for use in the Registration
         Statement or the Prospectus are the following paragraphs contained
         under the caption "Underwriting" in the Prospectus: (A) the table in
         the second full paragraph; (B) the fourth full paragraph, concerning
         the terms of the offering, excluding the first sentence thereof; (C)
         the tenth full paragraph, concerning discretionary sales; (D) the
         twelfth full paragraph and (E) the thirteenth full paragraph, including
         the text set forth in bullet points, concerning stabilization and
         syndicate covering transactions, and (ii) by Selling Stockholders for
         use in the 


                                     - 4 -

<PAGE>   5
         Registration Statement or the Prospectus is (A) the information with
         respect to such Selling Stockholder and, if applicable, its members,
         contained under the caption "Principal and Selling Stockholders" and
         (B) the information, if any, referring to such Selling Stockholder
         contained under the caption "Certain Transactions."

               (b) The Registration Statement is effective under the Securities
         Act and no stop order preventing or suspending the effectiveness of the
         Registration Statement or suspending or preventing the use of the
         Prospectus has been issued and no proceedings for that purpose have
         been instituted or are threatened under the Securities Act. Any
         required filing of the Prospectus and any supplement thereto pursuant
         to Rule 424(b) of the Rules has been or will be made in the manner and
         within the time period required by such Rule 424(b).

               (c) The financial statements of the Company (including all notes
         and schedules thereto) included in the Registration Statement and
         Prospectus present fairly the financial condition, the results of
         operations, the statements of cash flows and the statements of
         stockholders' equity and the other information purported to be shown
         therein of the Company at the respective dates and for the respective
         periods to which they apply; and such financial statements and related
         schedules and notes have been prepared in conformity with generally
         accepted accounting principles, consistently applied throughout the
         periods involved, and all adjustments necessary for a fair presentation
         of the results for such periods have been made.

               The summary and selected financial data included in the
         Prospectus present fairly the information shown therein as at the
         respective dates and for the respective periods specified and the
         summary and selected financial data have been presented on a basis
         consistent with the consolidated financial statements so set forth in
         the Prospectus and other financial information.

               (d) Ernst & Young LLP, whose reports are filed with the
         Commission as a part of the Registration Statement are, and during the
         periods covered by their reports, were independent public accountants
         as required by the Securities Act and the Rules.

               (e) Each of the Company and each of its Subsidiaries (as
         hereinafter defined) is a corporation duly incorporated, validly
         existing and in good standing under the laws of its respective
         jurisdiction of incorporation. Each of the Company and each such
         subsidiary or other entity controlled directly or indirectly by the
         Company, as set forth on Schedule III hereto (collectively, the
         "Subsidiaries") is duly qualified to do business and is in good
         standing as a foreign corporation in each jurisdiction in which the
         nature of the business conducted by it or location of the assets or
         properties owned, leased or licensed by it requires such qualification,
         except for such jurisdictions where the failure to so qualify
         individually or in the aggregate would not have a material adverse
         effect on the assets or properties, business, results of operations or
         financial condition of the Company (a "Material Adverse Effect"). The
         Company does not own, lease or license any asset or property or conduct
         any business 


                                     - 5 -

<PAGE>   6
         outside the United States of America. The Company and each of its
         Subsidiaries have all requisite corporate power and authority, and all
         necessary authorizations, approvals, consents, orders, licenses,
         certificates and permits of and from all governmental or regulatory
         bodies or any other person or entity (collectively, the "Permits"), to
         own, lease and license its assets and properties and conduct its
         business, all of which are valid and in full force and effect, as
         described in the Registration Statement and the Prospectus, except
         where the lack of such Permits individually or in the aggregate would
         not have a Material Adverse Effect. The Company and each of its
         Subsidiaries have fulfilled and performed in all material respects all
         of their material obligations with respect to such Permits and no event
         has occurred that allows, or after notice or lapse of time would allow,
         revocation or termination thereof or results in any other material
         impairment of the rights of the Company thereunder. Except as may be
         required under the Securities Act and state and foreign Blue Sky laws,
         no other Permits are required to enter into, deliver and perform this
         Agreement and to issue and sell the Shares.

               (f) Each of the Company and its Subsidiaries owns or possesses
         adequate and enforceable rights to use all trademarks, trademark
         applications, trade names, service marks, copyrights, copyright
         applications, licenses, know-how and other similar rights and
         proprietary knowledge (collectively, "Intangibles") described in the
         Prospectus as being owned by it and necessary for the conduct of its
         business. Neither the Company nor any of its Subsidiaries has received
         any notice of, or is aware of, any infringement of or conflict with
         asserted rights of others with respect to any Intangibles, which
         infringement or conflict would have a Material Adverse Effect.

               (g) Each of the Company and each of its Subsidiaries has good and
         marketable title in fee simple to all items of real property and good
         and marketable title to all personal property described in the
         Prospectus as being owned by it, in each case except for (A) personal
         property disposed of since the date of the consolidated statement of
         financial condition included in the Registration Statement in the
         ordinary course of business and (B) such liens, encumbrances and
         defects as are described in the Prospectus, or which do not materially
         interfere with the use made of such property by the Company or its
         Subsidiaries. Any real property and buildings described in the
         Prospectus as being held under lease by the Company and each of its
         Subsidiaries is held by it under valid, existing and enforceable
         leases, free and clear of all liens, encumbrances, claims, security
         interests and defects, except such as are described in the Registration
         Statement and the Prospectus or would not individually or in the
         aggregate have a Material Adverse Effect.


                                     - 6 -

<PAGE>   7
               (h) There is no litigation or governmental proceeding to which
         the Company or its Subsidiaries is subject or which is pending or, to
         the knowledge of the Company, threatened, against the Company or any of
         its Subsidiaries, which, if determined adversely to the Company or any
         of its Subsidiaries, could reasonably be expected, individually or in
         the aggregate, to have a Material Adverse Effect or affect the
         consummation of this Agreement or which is required to be disclosed in
         the Registration Statement and the Prospectus that is not so disclosed.

               (i) Subsequent to the respective dates as of which information is
         given in the Registration Statement and the Prospectus, except as
         described therein: (A) there has not been any material adverse change
         with regard to the assets or properties, business, results of
         operations or financial condition of the Company; (B) neither the
         Company nor its Subsidiaries has sustained any loss or interference
         with its assets, businesses or properties (whether owned or leased)
         from fire, explosion, earthquake, flood or other calamity, whether or
         not covered by insurance, or from any labor dispute or any court or
         legislative or other governmental action, order or decree which would
         have a Material Adverse Effect; and (C) since the date of the latest
         balance sheet included in the Registration Statement and the
         Prospectus, except as reflected therein, neither the Company nor its
         Subsidiaries has (i) issued any securities or incurred any liability or
         obligation, direct or contingent, for borrowed money, except such
         liabilities or obligations incurred in the ordinary course of business
         or set forth or contemplated in the Prospectus, (ii) entered into any
         transaction not in the ordinary course of business or (iii) declared or
         paid any dividend or made any distribution on any shares of its stock
         or redeemed, purchased or otherwise acquired or agreed to redeem,
         purchase or otherwise acquire any shares of its stock.

               (j) There is no document, contract or other agreement of a
         character required to be described in the Registration Statement or
         Prospectus or to be filed as an exhibit to the Registration Statement
         which is not described or filed as required by the Securities Act or
         the Rules. Each description of a contract, document or other agreement
         in the Registration Statement and the Prospectus accurately reflects in
         all material respects the terms of the underlying document, contract or
         agreement as required to be described by the Rules. Each agreement
         described in the Registration Statement and Prospectus or listed in the
         Exhibits to the Registration Statement is in full force and effect and
         is valid and enforceable against and, to the Company's knowledge by,
         the Company or one or more of its Subsidiaries, as the case may be, in
         accordance with its terms, except as the enforceability thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and by general equitable principles. Neither the Company nor any of its
         Subsidiaries, if any Subsidiary is a party, nor to the Company's
         knowledge, any other party, is in default in the observance or
         performance of any term or obligation to be performed by it under any
         such agreement, and no event has occurred which with notice or lapse of
         time or both would constitute such a default by the Company or any of
         its Subsidiaries, nor to the Company's knowledge, any other party, in
         any such case which default or event individually or in the 


                                     - 7 -

<PAGE>   8
         aggregate would have a Material Adverse Effect. No default exists, and
         no event has occurred which with notice or lapse of time or both would
         constitute a default, in the due performance and observance of any
         term, covenant or condition, by the Company or any of its Subsidiaries,
         if any Subsidiary is a party thereto, of any other agreement or
         instrument to which the Company or any of its Subsidiaries is a party
         or by which it or its properties or business may be bound or affected
         which default or event individually or in the aggregate would have a
         Material Adverse Effect.

               (k) Neither the Company nor any of its Subsidiaries is in
         violation of any term or provision of its charter or by-laws or of any
         franchise, license, permit, judgment, decree, order, statute, rule or
         regulation, where the consequences of such violation individually or in
         the aggregate would have a Material Adverse Effect.

               (l) Neither the execution, delivery and performance of this
         Agreement by the Company nor the consummation of any of the
         transactions contemplated hereby (including the issuance and sale of
         the Shares to be sold by the Company) will give rise to a right to
         terminate or accelerate the due date of any payment due under, or
         conflict with or result in the breach of any term or provision of, or
         constitute a default (or an event which with notice or lapse of time or
         both would constitute a default) under, or require any consent or
         waiver under, or result in the execution or imposition of any lien,
         charge or encumbrance upon any properties or assets of the Company or
         any of its Subsidiaries pursuant to the terms of, any indenture,
         mortgage, deed of trust or other agreement or instrument to which the
         Company or any of its Subsidiaries is a party or by which either the
         Company or any of its Subsidiaries or any of their properties or
         businesses is bound, or any franchise, license, permit, judgment,
         decree, order, statute, rule or regulation applicable to the Company or
         any of its Subsidiaries or violate any provision of the charter or
         by-laws of the Company or any of its Subsidiaries, in each case except
         for such consents or waivers which have already been obtained and are
         in full force and effect.

               (m) The Company has authorized and outstanding capital stock as
         set forth under the caption "Capitalization" in the Prospectus. The
         certificates evidencing the Shares are in due and proper legal form and
         have been duly authorized for issuance by the Company. All of the
         issued and outstanding shares of Common Stock have been duly and
         validly issued and are fully paid and nonassessable. There are no
         statutory preemptive or other similar rights to subscribe for or to
         purchase or acquire any shares of Common Stock of the Company or its
         Subsidiaries or any such rights pursuant to its respective Certificate
         of Incorporation or by-laws or any agreement or instrument to or by
         which the Company or any of its Subsidiaries is a party or bound,
         except for options to acquire shares of Common Stock as disclosed in
         the Prospectus and Registration Statement. The Shares, when issued and
         sold pursuant to this Agreement, will be duly and validly issued, fully
         paid and nonassessable and none of them will be issued in violation of
         any preemptive or other similar right. Except as disclosed in the
         Registration Statement and the Prospectus, there is no outstanding
         option, warrant or other right calling for the issuance of, and there
         is no commitment, plan or 


                                     - 8 -

<PAGE>   9
         arrangement to issue, any share of stock of the Company or its
         Subsidiaries or any security convertible into, or exercisable or
         exchangeable for, such stock. The Common Stock and the Shares conform
         in all material respects to all statements in relation thereto
         contained in the Registration Statement and the Prospectus. All
         outstanding shares of capital stock of each Subsidiary have been duly
         authorized and validly issued, and are fully paid and nonassessable and
         are owned directly by the Company or by another wholly-owned subsidiary
         of the Company, free and clear of any security interests, liens,
         encumbrances, equities or claims.

               (n) No holder of any security of the Company has the right to
         have any security owned by such holder included in the Registration
         Statement or to demand registration of any security owned by such
         holder during the period ending 180 days after the date of this
         Agreement. Each stockholder, director and executive officer of the
         Company has delivered to the Representatives his enforceable written
         lock-up agreement in the form attached to this Agreement as Schedule IV
         (the "Lock-Up Agreement").

               (o) All necessary corporate action has been duly and validly
         taken by the Company to authorize the execution, delivery and
         performance of this Agreement and the issuance and sale of the Shares
         to be sold by the Company. This Agreement has been duly and validly
         authorized, executed and delivered by the Company and constitutes the
         legal, valid and binding obligation of the Company, enforceable against
         the Company in accordance with its terms, except as the enforceability
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting the enforcement of
         creditors' rights generally and by general equitable principles.

               (p) Neither the Company nor any of its Subsidiaries is involved
         in any labor dispute nor, to the knowledge of the Company, is any such
         dispute threatened, which dispute individually or in the aggregate
         would have a Material Adverse Effect. The Company is not aware of any
         existing or imminent labor disturbance by the employees of any of its
         principal suppliers or contractors which individually or in the
         aggregate would have a Material Adverse Effect. The Company is not
         aware of any threatened or pending litigation between the Company or
         its Subsidiaries and any of its executive officers which individually
         or in the aggregate, if adversely determined, could have a Material
         Adverse Effect and has received no notice that such officers will not
         remain in the employment of the Company.

               (q) No transaction has occurred between or among the Company and
         any of its officers, directors or 5% or greater stockholders or any
         affiliate or affiliates of any such officer, director or 5% or greater
         stockholder that is required to be described in and is not described in
         the Registration Statement and the Prospectus.

               (r) The Company has not taken, nor will it take, directly or
         indirectly, any action designed to or which might reasonably be
         expected to cause or result in, or 


                                     - 9 -

<PAGE>   10
         which has constituted or which might reasonably be expected to
         constitute, the stabilization or manipulation of the price of the
         Common Stock to facilitate the sale or resale of any of the Shares.

               (s) The Company and its Subsidiaries have filed all material
         Federal, state, local and foreign tax returns which are required to be
         filed through the date hereof, or have received extensions thereof, and
         have paid all taxes shown on such returns and all assessments received
         by them to the extent that the same are material and have become due.
         There are no tax audits or investigations pending which if adversely
         determined would have a Material Adverse Effect; nor are there any
         material proposed additional tax assessments against the Company and
         any of its Subsidiaries.

               (t) The Shares have been duly authorized for quotation on the
         Nasdaq National Market ("Nasdaq") of The Nasdaq Stock Market, Inc. A
         registration statement has been filed on Form 8-A pursuant to Section
         12 of the Exchange Act, which registration statement complies in all
         material respects with the Exchange Act.

               (u) The books, records and accounts of the Company and its
         Subsidiaries accurately and fairly reflect, in reasonable detail, the
         transactions in, and dispositions of, the assets of, and the results of
         operations of, the Company and its Subsidiaries. The Company and each
         of its Subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurances that (i) transactions are
         executed in accordance with management's general or specific
         authorizations, (ii) transactions are recorded as necessary to permit
         preparation of financial statements in accordance with generally
         accepted accounting principles and to maintain asset accountability,
         (iii) access to assets is permitted only in accordance with
         management's general or specific authorization and (iv) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

               (v) The Company and its Subsidiaries are insured by insurers of
         recognized financial responsibility against such losses and risks and
         in such amounts as are customary in the businesses in which they are
         engaged or propose to engage after giving effect to the transactions
         described in the Prospectus and neither the Company nor any Subsidiary
         has since January 1, 1996 been denied any insurance coverage which it
         has sought or for which it has applied. Neither the Company nor any
         Subsidiary has any reason to believe that it will not be able to renew
         its existing insurance coverage as and when such coverage expires or to
         obtain similar coverage from similar insurers as may be necessary to
         continue its business at a cost that would not have a Material Adverse
         Effect.

               (w) Each approval, consent, order, authorization, designation,
         declaration or filing of, by or with any regulatory, administrative or
         other governmental body necessary in connection with the execution and
         delivery by the Company of this Agreement and the consummation of the
         transactions herein contemplated required to 


                                     - 10 -

<PAGE>   11
         be obtained or performed by the Company (except such additional steps
         as may be necessary to qualify the Shares for public offering by the
         Underwriters under the state securities or Blue Sky laws) has been
         obtained or made and is in full force and effect.

               (x) There are no affiliations with the National Association of
         Securities Dealers, Inc. (the "NASD") among the Company's officers,
         directors or, to the best knowledge of the Company, any stockholder of
         the Company, except as set forth in the Registration Statement.

               (y) (i) Each of the Company and its Subsidiaries is in compliance
         in all material respects with all rules, laws and regulations relating
         to the use, treatment, storage and disposal of toxic substances and
         protection of health or the environment ("Environmental Laws") which
         are applicable to its business; (ii) none of the Company or its
         Subsidiaries has received any notice from any governmental authority or
         third party of an asserted claim under Environmental Laws; (iii) each
         of the Company and its Subsidiaries has received all permits, licenses
         or other approvals required of it under applicable Environmental Laws
         to conduct its business and is in compliance with all terms and
         conditions of any such permit, license or approval, except where the
         lack of any such permits, licenses or approvals, individually or in the
         aggregate, would not have a Material Adverse Effect; (iv) to the
         Company's knowledge, no facts currently exist that will require the
         Company or its Subsidiaries to make future material capital
         expenditures to comply with Environmental Laws; and (v) no property
         which is or has been owned, leased or occupied by the Company or its
         Subsidiaries has been designated as a Superfund site pursuant to the
         Comprehensive Environmental Response, Compensation of Liability Act of
         1980, as amended (42 U.S.C. Section 9601, et. seq.) or otherwise
         designated as a contaminated site under any other Environmental Law.

               (z) The Company is not and, after giving effect to the offering
         and sale of the Shares and the application of proceeds thereof as
         described in the Prospectus, will not be an "investment company" or an
         entity controlled by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended (the "Investment Company
         Act").

               (aa) Neither the Company, its Subsidiaries nor, to the knowledge
         of the Company, any other person associated with or acting on behalf of
         the Company or its Subsidiaries, including any director, officer, agent
         or employee of the Company or its Subsidiaries has, directly or
         indirectly, while acting on behalf of the Company or its Subsidiaries
         (i) used any corporate funds for unlawful contributions, gifts,
         entertainment or other unlawful expenses relating to political
         activity; (ii) made any unlawful payment to foreign or domestic
         government officials or employees or to foreign or domestic political
         parties or campaigns from corporate funds; (iii) violated any provision
         of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made
         any other unlawful payment.


                                     - 11 -

<PAGE>   12
               (bb) All material disclosure regarding year 2000 compliance that
         is required to be described under the Securities Act and the
         regulations and pronouncements of the Commission has been included in
         the Prospectus. Neither the Company nor any Subsidiary reasonably
         believes that it will incur material operating expenses or costs to
         ensure that its information systems will be year 2000 complaint, other
         than as disclosed in the Prospectus.

               5. Representations and Warranties of the Selling Stockholders.
Each of the Selling Stockholders hereby represents and warrants, severally and
not jointly, to each Underwriter as follows:

               (a) Each of this Agreement and the Lock-Up Agreement has been
         duly authorized, executed and delivered by or on behalf of the Selling
         Stockholder and, assuming due authorization, execution and delivery by
         the other parties hereto and thereto, each constitutes the valid and
         legally binding agreement of the Selling Stockholder, enforceable
         against the Selling Stockholder in accordance with its terms, except as
         the enforceability thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting the
         enforcement of creditors' rights generally and by general equitable
         principles.

               (b) The execution and delivery by the Selling Stockholder of this
         Agreement and the performance by the Selling Stockholder of its
         obligations under this Agreement (i) will not contravene any provision
         of applicable law, statute, regulation or filing or any agreement or
         other instrument binding upon the Selling Stockholder or any judgment,
         order or decree of any governmental body, agency or court having
         jurisdiction over the Selling Stockholder, (ii) does not require any
         consent, approval, authorization or order of or registration or filing
         with any court or governmental agency or body having jurisdiction over
         it, except such as may be required by the Blue Sky laws of the various
         states in connection with the offer and sale of the Shares which have
         been or will be effected in accordance with this Agreement and (iii)
         will not result in the creation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Selling Stockholder
         pursuant to the terms of any agreement or instrument to which the
         Selling Stockholder is a party or by which the Selling Stockholder may
         be bound or to which any of the property or assets of the Selling
         Stockholder is subject.

               (c) The Selling Stockholder has, and on the Firm Shares Closing
         Date will have, valid title to the Shares to be sold by the Selling
         Stockholder free and clear of any lien, claim, security interest or
         other encumbrance, including any restriction on transfer (other than
         the interests of the several Underwriters under this Agreement).

               (d) The Selling Stockholder has, and on the Firm Shares Closing
         Date will have, full legal right, power and authorization, and any
         approval required by law (except such additional steps as may be
         necessary to qualify the Shares to be sold by it for public offering by
         the Underwriters under the state securities or Blue Sky laws), to 


                                     - 12 -

<PAGE>   13
         sell, assign, transfer and deliver the Shares to be sold by the Selling
         Stockholder in the manner provided by this Agreement.

               (e) Assuming the Underwriters are "protected purchasers" (as
         defined under Section 8-303 of the New York Commercial Code, upon
         delivery by the Selling Stockholder of the certificates for the Shares
         to be sold by it pursuant to this Agreement against payment therefor by
         the several Underwriters as provided hereunder, the several
         Underwriters will acquire such Shares free of any "adverse claims"
         within the meaning of Section 8-102 of the New York Commercial Code.

               (f) All information relating to the Selling Stockholder furnished
         in writing by the Selling Stockholder expressly for use in the
         Registration Statement and Prospectus is, and on each Closing Date will
         be, true, correct and complete in all material respects, and does not,
         and on each Closing Date will not, contain any untrue statement of a
         material fact or omit to state any material fact necessary to make the
         information therein, in light of the circumstances under which it was
         made, not misleading. The Company and the Underwriters acknowledge that
         the statements, if any, relating to the Selling Stockholder under the
         captions "Principal and Selling Stockholders" and "Certain
         Transactions" in the Registration Statement and the Prospectus
         constitute the only information furnished by or on behalf of such
         Selling Stockholder for inclusion in the Registration Statement or
         Prospectus.

               (g) The Selling Stockholder has reviewed the Registration
         Statement and Prospectus and, although the Selling Stockholder has not
         independently verified the accuracy or completeness of all the
         information contained therein, nothing has come to the attention of the
         Selling Stockholder that would lead the Selling Stockholder to believe
         that (i) on the Effective Date, the Registration Statement contained
         any untrue statement of a material fact or omitted to state any
         material fact required to be stated therein in order to make the
         statements made therein not misleading and (ii) on the Effective Date,
         the Prospectus contained, and on each Closing Date contains, any untrue
         statement of a material fact or omitted or omits to state any material
         fact necessary in order to make the statements therein, in the light of
         the circumstances under which they were made, not misleading.

               (h) The sale of Shares by the Selling Stockholder pursuant to
         this Agreement is not prompted by the Selling Stockholder's knowledge
         of any material non-public information concerning the Company or its
         Subsidiaries which is not set forth in the Prospectus.

               (i) The Selling Stockholder has not taken and will not take,
         directly or indirectly, any action designed to or that might reasonably
         be expected to cause or result in stabilization or manipulation of the
         price of any security of the Company to facilitate the sale or resale
         of the Shares.


                                     - 13 -

<PAGE>   14
               (j) The Selling Stockholder has no knowledge that any
         representation or warranty of the Company set forth in Section 4 above
         is untrue or inaccurate in any material respect.

               6. Conditions of the Underwriters' Obligations. The obligations
of the Underwriters under this Agreement are several and not joint. The
respective obligations of the Underwriters to purchase the Shares are subject to
each of the following terms and conditions:

               (a) Notification that the Registration Statement has become
         effective shall have been received by the Representatives and the
         Prospectus shall have been timely filed with the Commission in
         accordance with Section 8(a)(i) of this Agreement.

               (b) No order preventing or suspending the use of any preliminary
         prospectus or the Prospectus shall be in effect and no order suspending
         the effectiveness of the Registration Statement shall be in effect and
         no proceedings for such purpose shall be pending before or threatened
         by the Commission, and any requests for additional information on the
         part of the Commission (to be included in the Registration Statement or
         the Prospectus or otherwise) shall have been complied with to the
         satisfaction of the Commission and the Representatives.

               (c) The representations and warranties of the Company and the
         Selling Stockholders contained in this Agreement and in the
         certificates delivered pursuant to Sections 6(d) and 6(e) shall be true
         and correct when made and on and as of each Closing Date as if made on
         such date. The Company and the Selling Stockholders shall have
         performed all covenants and agreements and satisfied all the conditions
         contained in this Agreement required to be performed or satisfied by
         them at or before such Closing Date.

               (d) The Representatives shall have received on each Closing Date
         a certificate, addressed to the Representatives and dated such Closing
         Date, of the chief executive officer and the chief financial officer of
         the Company to the effect that (i) they have carefully examined the
         Registration Statement, the Prospectus and this Agreement and that the
         representations and warranties of the Company in this Agreement are
         true and correct on and as of such Closing Date with the same effect as
         if made on such Closing Date and the Company has performed all
         covenants and agreements and satisfied all conditions contained in this
         Agreement required to be performed or satisfied by it at or prior to
         such Closing Date, and (ii) no stop order suspending the effectiveness
         of the Registration Statement has been issued and to the best of their
         knowledge, no proceedings for that purpose have been instituted or are
         pending under the Securities Act.

               (e) The Representatives shall have received on the Firm Shares
         Closing Date a certificate, addressed to the Representatives and dated
         such Closing Date, of each Selling Stockholder, to the effect that the
         signer of such certificate has reviewed the Registration Statement, the
         Prospectus and this Agreement and that the 


                                     - 14 -

<PAGE>   15
         representations and warranties of such Selling Stockholder in this
         Agreement are true and correct on and as of such Closing Date with the
         same effect as if made on such Closing Date and such Selling
         Stockholder has performed all covenants and agreements and satisfied
         all conditions contained in this Agreement required to be performed or
         satisfied by it at or prior to such Closing Date.

               (f) The Representatives shall have received at the time this
         Agreement is executed and on each Closing Date a signed letter from
         Ernst & Young LLP addressed to the Representatives and dated,
         respectively, the date of this Agreement and each such Closing Date, in
         form and substance reasonably satisfactory to the Representatives,
         confirming that they are independent accountants within the meaning of
         the Securities Act and the Rules, that the response to Item 10 of the
         Registration Statement is correct insofar as it relates to them and
         stating in effect that:

                     (i) in their opinion the audited financial statements and
               financial statement schedules included in the Registration
               Statement and the Prospectus and reported on by them comply as to
               form in all material respects with the applicable accounting
               requirements of the Securities Act and the Rules;

                     (ii) on the basis of a reading of the amounts included in
               the Registration Statement and the Prospectus under the headings
               "Prospectus Summary - Summary Financial Data" and "Selected
               Financial Data," carrying out other procedures which do not
               constitute an audit conducted in accordance with generally
               accepted auditing standards and would not necessarily reveal
               matters of significance with respect to the comments set forth in
               such letter, a reading of the minutes of the meetings of the
               stockholders and directors of the Company, and inquiries of
               certain officials of the Company who have responsibility for
               financial and accounting matters of the Company as to
               transactions and events subsequent to the date of the latest
               audited financial statements, except as disclosed in the
               Registration Statement and the Prospectus, nothing came to their
               attention which caused them to believe that:

                           (A) the amounts in "Prospectus Summary - Summary
                     Financial Data," and "Selected Financial Data" included in
                     the Registration Statement and the Prospectus do not agree
                     with the corresponding amounts in the audited and unaudited
                     financial statements from which such amounts were derived;
                     or

                           (B) with respect to the Company, there were, at a
                     specified date not more than five business days prior to
                     the date of the letter, any increases in the current
                     liabilities and long-term liabilities of the Company or any
                     decreases in net income or in working capital or the
                     stockholders' equity in the Company, as compared with the
                     amounts shown on the Company's audited balance sheet for
                     the year ended 


                                     - 15 -

<PAGE>   16
                      December 31, 1998 and the unaudited balance sheet for the
                      three months ended March 31, 1999 included in the
                      Registration Statement;

                     (iii) they have performed certain other procedures as may
               be permitted under Generally Acceptable Auditing Standards as a
               result of which they determined that certain information of an
               accounting, financial or statistical nature (which is limited to
               accounting, financial or statistical information derived from the
               general accounting records of the Company) set forth in the
               Registration Statement and the Prospectus and reasonably
               specified by the Representatives agrees with the accounting
               records of the Company; and

                     (iv) based upon the procedures set forth in clauses (ii)
               and (iii) above and a reading of the amounts included in the
               Registration Statement under the headings "Prospectus Summary -
               Summary Financial Data" and "Selected Financial Data" included in
               the Registration Statement and Prospectus and a reading of the
               financial statements from which certain of such data were
               derived, nothing has come to their attention that gives them
               reason to believe that the "Prospectus Summary - Summary
               Financial Data" and "Selected Financial Data" included in the
               Registration Statement and Prospectus do not comply as to form in
               all material respects with the applicable accounting requirements
               of the Securities Act and the Rules or that the information set
               forth therein is not fairly stated in relation to the financial
               statements included in the Registration Statement or Prospectus
               from which certain of such data were derived and is not in
               conformity with generally accepted accounting principles applied
               on a basis substantially consistent with that of the audited
               financial statements included in the Registration Statement and
               Prospectus.

               References to the Registration Statement and the Prospectus in
         this paragraph (f) are to such documents as amended and supplemented at
         the date of the letter.

             (g) The Representatives shall have received on each Closing Date
         from Snell & Wilmer L.L.P., counsel for the Company, an opinion,
         addressed to the Representatives and dated such Closing Date, and
         stating in effect that:

                     (i) The Company and each of Midland Receivables 98-1
               Corporation, a Delaware corporation, and Midland Funding 98-A
               Corporation, a Delaware corporation (collectively, the "Delaware
               Subsidiaries"), has been duly organized and is validly existing
               as a corporation in good standing under the laws of the State of
               Delaware. Each of the Company and the Delaware Subsidiaries is
               duly qualified and in good standing as a foreign corporation in
               each jurisdiction in which the character or location of its
               assets or properties (owned, leased or licensed) or the nature of
               its businesses makes such qualification necessary, except for
               such jurisdictions where the failure to so qualify individually
               or in the aggregate would not have a Material Adverse Effect.


                                     - 16 -

<PAGE>   17
                     (ii) Each of the Company and the Delaware Subsidiaries has
               all requisite corporate power and authority to own, lease and
               license its assets and properties and conduct its business as now
               being conducted and as described in the Registration Statement
               and the Prospectus and, with respect to the Company, to enter
               into, deliver and perform this Agreement and to issue and sell
               the Shares to be sold by the Company.

                     (iii) The Company has authorized and issued capital stock
               as set forth in the Registration Statement and the Prospectus
               under the caption "Capitalization"; the certificates evidencing
               the Shares to be sold by the Company are in due and proper legal
               form and have been duly authorized for issuance by the Company;
               all of the outstanding shares of Common Stock of the Company have
               been duly and validly authorized and issued and are fully paid
               and nonassessable and, to our knowledge, none of them was issued
               in violation of any preemptive or other similar right. The Shares
               to be sold by the Company, when issued and sold pursuant to this
               Agreement, will be duly and validly issued, outstanding, fully
               paid and nonassessable and, to such counsel's knowledge, none of
               them will have been issued in violation of any preemptive or
               other similar right. There are no preemptive rights or any
               restrictions upon the voting or transfer of any securities of the
               Company pursuant to the Company's Certificate of Incorporation or
               by-laws or other governing documents or any other instrument
               known to us to which the Company is a party or by which it may be
               bound. To such counsel's knowledge, except as disclosed in the
               Registration Statement and the Prospectus, there is no
               outstanding option, warrant or other right calling for the
               issuance of, and no commitment, plan or arrangement to issue, any
               share of stock of the Company or any security convertible into,
               exercisable for, or exchangeable for stock of the Company. The
               capital stock of the Company, including the Common Stock and the
               Shares to be sold by the Company, conforms in all material
               respects to the descriptions thereof contained in the
               Registration Statement and the Prospectus. The issued and
               outstanding shares of capital stock of each of the Delaware
               Subsidiaries have been duly authorized and validly issued, are
               fully paid and nonassessable and are owned by Midland Credit
               Management, Inc., a Kansas corporation, free and clear of any
               perfected security interest or, to the knowledge of such counsel,
               any other security interests, liens, encumbrances, equities or
               claims, other than those contained in the Registration Statement
               and the Prospectus.

                     (iv) All necessary corporate action has been duly and
               validly taken by the Company to authorize the execution, delivery
               and performance of this Agreement and the issuance and sale of
               the Shares to be sold by the Company. This Agreement has been
               duly and validly authorized, executed and delivered by the
               Company.


                                     - 17 -

<PAGE>   18
                     (v) Neither the execution, delivery and performance of this
               Agreement by the Company nor the consummation of any of the
               transactions contemplated hereby (including the issuance and sale
               by the Company of the Shares to be sold by it) will (A) give rise
               to a right to terminate or accelerate the due date of any payment
               due under, or conflict with or result in the breach of any term
               or provision of, or constitute a default (or any event which with
               notice or lapse of time, or both, would constitute a default)
               under, or require consent or waiver under, or result in the
               execution or imposition of any lien, charge or encumbrance upon
               any properties or assets of the Company or any Subsidiary
               pursuant to (x) the terms of any material indenture, mortgage,
               deed of trust, note or other agreement or instrument of which
               such counsel is aware and to which the Company or any Subsidiary
               is a party or by which the Company or any Subsidiary or any of
               their properties or businesses is bound, or (y) any judgment,
               decree, order, statute, rule or regulation of which such counsel
               is aware, in the case of this clause (y) only, which would have a
               Material Adverse Effect, or (B) violate any provision of the
               charter or by-laws of the Company or any Subsidiary.

                     (vi) No consent, approval, authorization or order of any
               court or governmental agency or regulatory body of the United
               States of America is required for the execution, delivery or
               performance of this Agreement by the Company or the consummation
               of the transactions contemplated hereby, except such as have been
               obtained under the Securities Act and such as may be required
               under state securities or Blue Sky laws in connection with the
               purchase and distribution of the Shares by the several
               Underwriters.

                     (vii) To such counsel's knowledge, except as described in
               the Registration Statement and the Prospectus, there is no
               litigation or governmental or other proceeding or investigation,
               before any court or before or by any public body or board pending
               or threatened against, or involving the assets, properties or
               businesses of, the Company or its Subsidiaries which individually
               or in the aggregate could have a Material Adverse Effect.

                     (viii) The statements in the Prospectus under the captions
               "Business - Government Regulation," "Management Employment
               Agreements," "Management - Compensation Under Plans," "Certain
               Transactions - Stockholders' Agreements," "Description of Capital
               Stock" and "Shares Eligible for Future Sale," and the statements
               describing the Company's warehouse facility and revolving line of
               credit under "Management's Discussion and Analysis of Financial
               Condition and Results of Operations - Liquidity and Capital
               Resources," insofar as such statements constitute a summary of
               documents referred to therein or matters of law, are fair
               summaries in all material respects and accurately present the
               information called for with respect to such documents and matters
               (provided that such counsel need express no opinion with respect
               the completeness of the descriptions of such 


                                     - 18 -

<PAGE>   19
               documents or matters of law). To our knowledge, accurate copies
               of all contracts and other documents required to be filed as
               exhibits to, or described in, the Registration Statement have
               been so filed with the Commission or are fairly described in the
               Registration Statement, as the case may be.

                     (ix) The Registration Statement, the Preliminary Prospectus
               dated June __, 1999 and the Prospectus and each post-effective
               amendment or supplement thereto (except for the financial
               statements and schedules and other financial and statistical data
               included therein, as to which such counsel expresses no opinion)
               comply as to form in all material respects with the requirements
               of the Securities Act and the Rules.

                     (x) The Registration Statement is effective under the
               Securities Act, and no stop order suspending the effectiveness of
               the Registration Statement has been issued and no proceedings for
               that purpose have been instituted or, to such counsel's
               knowledge, are threatened, pending or contemplated. Any required
               filing of the Prospectus and any supplement thereto pursuant to
               Rule 424(b) under the Securities Act has been made in the manner
               and within the time period required by such Rule 424(b).

                     (xi) The Shares have been approved for listing on the
               Nasdaq National Market.

                     (xii) The Company is not an "investment company" or an
               entity controlled by an "investment company" as such terms are
               defined in the Investment Company Act of 1940, as amended.

               To the extent deemed advisable by such counsel, it may rely as to
         matters of fact on certificates of responsible officers of the Company
         and public officials. Copies of such certificates shall be furnished to
         the Representatives and counsel for the Underwriters. Such counsel's
         opinion shall be limited as to matters which are governed by the laws
         of the State of Arizona, the State of Delaware and the laws of the
         United States.

               In addition, such counsel shall state that such counsel has
         participated in conferences with officers and other representatives of
         the Company, representatives of the Representatives and representatives
         of the independent certified public accountants of the Company, at
         which conferences the contents of the Registration Statement and the
         Prospectus and related matters were discussed and, although such
         counsel is not passing upon and does not assume any responsibility for
         the accuracy, completeness or fairness of the statements contained in
         the Registration Statement and the Prospectus (except as specified in
         the foregoing opinions), on the basis of the foregoing, no facts have
         come to the attention of such counsel which lead such counsel to
         believe that the Registration Statement at the time it became effective
         (except with respect to the financial statements and schedules and
         other financial and statistical data, as to which such counsel need
         express no belief) contained any untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or that the
         Prospectus as amended or supplemented (except with respect to the
         financial statements and schedules and other financial and statistical
         data, as to which 


                                     - 19 -

<PAGE>   20
         such counsel need make no statement) on the date thereof contained any
         untrue statement of a material fact or omitted to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

               (h) The Representatives shall have received on each Closing Date
         from Gregory G. Meredith, Esquire, general counsel for the Company, an
         opinion, addressed to the Representatives and dated such Closing Date,
         and stating in effect that:

                     (i) The only Subsidiaries of the Company are Midland Credit
               Management, Inc., a Kansas corporation ("Midland Credit
               Management"); Midland Receivables 98-1 Corporation, a Delaware
               corporation; Midland Funding 98-A Corporation, a Delaware
               corporation; and Midland Financial Services, Inc., a Kansas
               corporation ("Financial"). Financial has no assets, no revenues
               and no operations of any kind. Midland Credit Management has been
               duly organized and is validly existing as a corporation in good
               standing under the laws of the State of Kansas. Midland Credit
               Management is duly qualified and in good standing as a foreign
               corporation in each jurisdiction in which the character or
               location of its assets or properties (owned, leased or licensed)
               or the nature of its businesses makes such qualification
               necessary, except for such jurisdictions where the failure to so
               qualify individually or in the aggregate would not have a
               Material Adverse Effect.

                     (ii) Midland Credit Management has all requisite corporate
               power and authority to own, lease and license its assets and
               properties and conduct its business as now being conducted and as
               described in the Registration Statement and the Prospectus.

                     (iii) The issued and outstanding shares of capital stock of
               Midland Credit Management have been duly authorized and validly
               issued, are fully paid and nonassessable and are owned by the
               Company free and clear of any perfected security interest or, to
               the knowledge of such counsel, any other security interests,
               liens, encumbrances, equities or claims, other than those
               described in the Registration Statement and the Prospectus.

                     (iv) Neither the execution, delivery and performance of
               this Agreement by the Company nor the consummation of any of the
               transactions contemplated hereby (including the issuance and sale
               by the Company of the Shares to be sold by it) will give rise to
               a right to terminate or accelerate the due date of any payment
               due under, or conflict with or result in the breach of any term
               or 


                                     - 20 -

<PAGE>   21
               provision of, or constitute a default (or any event which with
               notice or lapse of time, or both, would constitute a default)
               under, or require consent or waiver under, or result in the
               execution or imposition of any lien, charge or encumbrance upon
               any properties or assets of the Company or any Subsidiary
               pursuant to the terms of any franchise, license or permit of
               which such counsel is aware.

                     (v) To the best of such counsel's knowledge, no default
               exists, and no event has occurred which with notice or lapse of
               time, or both, would constitute a default in the due performance
               and observance of any term, covenant or condition by the Company
               or any Subsidiary of any indenture, mortgage, deed of trust, note
               or any other agreement or instrument to which the Company or any
               Subsidiary is a party or by which any of them or their assets,
               properties or businesses may be bound or affected, where the
               consequences of such default individually or in the aggregate
               would have a Material Adverse Effect.

                     (vi) To the best of such counsel's knowledge, neither the
               Company nor any of its Subsidiaries is in violation of any (A)
               term or provision of its charter or by-laws or (B) any judgment,
               decree, order, statute, rule or regulation of the United States
               of America (except where the consequences of any violation of
               this subsection (B), individually or in the aggregate, would not
               have a Material Adverse Effect).

               (i) (i) The Representatives shall have received on the Firm
            Shares Closing Date from Graham, Thompson & Co., Bahamian counsel
            for C.P. International Investments Limited ("CPII"), an opinion,
            addressed to the Representatives and dated such Closing Date, and
            stating in effect that:

                     (A) Each of this Agreement and the Lock-Up Agreement has
                 been duly and validly authorized, executed and delivered by
                 CPII.

                     (B) CPII has full legal right, power and authority to enter
                 into this Agreement and the Lock-Up Agreement and to sell,
                 transfer and deliver in the manner provided in this Agreement,
                 the Shares to be sold by CPII hereunder.

                     (C) The transfer and sale by CPII of the Shares to be sold
                 by it as contemplated by this Agreement will not conflict with
                 or result in a breach of Bahamian law.

                     (D) No consent, approval, authorization, license,
                 certificate, permit or order of any Bahamian court,
                 governmental or regulatory agency, authority or body is
                 required in connection with the performance of this Agreement
                 by CPII or the consummation by CPII of the transactions
                 contemplated hereby, 


                                     - 21 -

<PAGE>   22
              including the delivery and sale of the Shares to be delivered and
              sold by CPII.

                (ii) The Representatives shall have received on the Firm Shares
              Closing Date from Debevoise & Plimpton, special New York counsel
              for CPII, an opinion, addressed to the Representatives and dated
              such Closing Date, and stating in effect that:

                      (A) Assuming the due authorization, execution and delivery
                 of this Agreement and the Lock-Up Agreement by CPII and the
                 other parties thereto, each of this Agreement and the Lock-Up
                 Agreement constitutes the legal, valid and binding obligation
                 of CPII enforceable against CPII in accordance with its terms,
                 except as such enforceability may be limited by applicable
                 bankruptcy, insolvency, reorganization, moratorium or other
                 similar laws affecting the enforcement of creditors' rights
                 generally and by general equitable principles.

                      (B) Upon (i) payment for the Shares to be sold by CPII in
                 accordance with this Agreement and (ii) delivery to the
                 underwriters in the State of New York of certificates
                 evidencing such Shares endorsed to such Underwriters or in
                 blank by an effective endorsement, the several Underwriters
                 will acquire such Shares free of any "adverse claim" (as
                 defined in Section 8-102 of the New York Commercial Code as
                 currently in effect), assuming each Underwriter does not have
                 "notice" (within the meaning of Section 8-105 of the New York
                 Commercial Code) of any "adverse claim" (as defined in Section
                 8-102 of the New York Commercial Code) to such Shares.

                      (C) No consent, approval, authorization, license,
                 certificate, permit or order of any New York or United States
                 federal court, governmental or regulatory agency, authority or
                 body or financial institution is required in connection with
                 the performance of this Agreement by CPII or the consummation
                 by CPII of the transactions contemplated hereby, including the
                 delivery and sale of the Shares to be delivered and sold by
                 CPII, except such as may be required under state securities or
                 blue sky laws in connection with the purchase and distribution
                 of the Shares by the several Underwriters.

                (iii) The Representatives shall have received on the Firm Shares
              Closing Date from _____________, general counsel of CPII, an
              opinion, addressed to the Representatives and dated such Closing
              Date, and stating in effect that the transfer and sale by CPII of
              the Shares to be sold by it as contemplated by this Agreement will
              not conflict with, result in a breach of, or constitute a default
              under any agreement or instrument known to such counsel to which
              CPII is a party or by which CPII or any of its properties may be
              bound, or any franchise, license, permit, judgment, decree, order,
              statute, rule or regulation of the State of New York or the United
              States, excluding for purposes of this opinion federal and state
              securities laws and regulations.


                                     - 22 -

<PAGE>   23
               (j) The Representatives shall have received on the Firm Shares
         Closing Date from Paul, Weiss, Rifkind, Wharton & Garrison, special
         counsel for MCM Holding Company, LLC ("MCM Holding"), an opinion,
         addressed to the Representatives and dated such Closing Date, and
         stating in effect that:

                  (i) This Agreement has been duly and validly authorized,
            executed and delivered by or on behalf of MCM Holding.

                  (ii) The Lock-Up Agreement has been duly and validly
            authorized, executed and delivered by or on behalf of MCM Holding
            and constitutes the valid and legally binding obligation of MCM
            Holding enforceable against MCM Holding in accordance with its
            terms, except as such enforceability may be limited by applicable
            bankruptcy, insolvency, reorganization, fraudulent conveyance or
            transfer, moratorium or other similar laws affecting the enforcement
            of creditors' rights generally and by general equitable principles
            (regardless of whether enforceability is considered in a proceeding
            in equity or at law).

                  (iii) MCM Holding has all necessary limited liability company
            power and authority to enter into this Agreement and the Lock-Up
            Agreement and to sell, transfer and deliver in the manner provided
            in this Agreement, the Shares to be sold by MCM Holding hereunder.

                  (iv) The transfer and sale by MCM Holding of the Shares to be
            sold by it as contemplated by this Agreement will not violate or
            result in a breach of, or constitute a default under any material
            agreement or instrument identified to such counsel and listed on
            Schedule I to such opinion to which MCM Holding is a party or by
            which MCM Holding or any of its properties may be bound, or any
            franchise, license, permit, judgment, decree, order, statute, rule
            or regulation of the State of New York or of the United States,
            excluding for purposes of this paragraph (iv) federal and state
            securities laws and regulations.

                  (v) Upon (a) payment for the Shares to be sold by MCM Holding
            in accordance with this Agreement and (b) delivery to the
            underwriters in the State of New York of certificates evidencing
            such Shares endorsed to such Underwriters or in blank by an
            effective endorsement, the several Underwriters will acquire such
            Shares free of any "adverse claim" (as defined in Section 8-102 of
            the New York Commercial Code as currently in effect), assuming such
            Underwriter does not have "notice" (within the meaning of Section
            8-105 of the New York Commercial Code) of any "adverse claim" (as
            defined in Section 8-102 of the New York Commercial Code) to such
            Shares.

                  (vi) No consent, approval, authorization, license,
            certificate, permit or order of any State of New York or United
            States federal court, governmental or regulatory agency, authority
            or body or financial institution is required in connection with the
            performance of this Agreement by MCM Holding or the 


                                     - 23 -

<PAGE>   24
            consummation by MCM Holding of the transactions contemplated hereby,
            including the delivery and sale of the Shares to be delivered and
            sold by MCM Holding, except such as may be required under state
            securities or blue sky laws in connection with the purchase and
            distribution of the Shares by the several Underwriters.

               To the extent deemed advisable by such counsel, it may rely as to
         matters of fact on certificates of responsible officers of MCM Holding
         and public officials and on the opinions of other counsel satisfactory
         to the Representatives as to matters which are governed by laws other
         than the laws of the State of New York, the General Corporation Law of
         the State of Delaware and the Federal laws of the United States;
         provided that such counsel shall state that in their opinion the
         Underwriters and they are justified in relying on such other opinions.
         Copies of such certificates and other opinions shall be furnished to
         the Representatives and counsel for the Underwriters.

               (k) All proceedings taken in connection with the sale of the Firm
         Shares and the Option Shares as herein contemplated shall be reasonably
         satisfactory in form and substance to the Representatives and their
         counsel and the Underwriters shall have received from Gibson, Dunn &
         Crutcher LLP a favorable opinion, addressed to the Representatives and
         dated such Closing Date, with respect to the Shares, the Registration
         Statement and the Prospectus, and such other related matters, as the
         Representatives may reasonably request, and the Company and the Selling
         Stockholders shall have furnished to Gibson, Dunn & Crutcher LLP such
         documents as they may reasonably request for the purpose of enabling
         them to pass upon such matters.

               (l) The Representatives shall have received copies of the Lock-Up
         Agreements executed by each entity or person described in Section 4(n).

               (m) The Company and the Selling Stockholders shall have furnished
         or caused to be furnished to the Representatives such further
         certificates or documents as the Representatives shall have reasonably
         requested.

               7. Conditions of the Selling Stockholders' Obligations. The
obligations of the respective Selling Stockholders to sell the Shares to be sold
by them are subject to a Selling Stockholder having received copies of
certificates, letters and opinions delivered pursuant to Sections 6(d), (f), (g)
and (h) above, together with written permission from the party delivering such
document that such Selling Stockholder may rely on such certificate, letter or
opinion as if addressed to them (it being understood that the Representatives
and not the Selling Stockholders shall have the right to determine if the form
and substance of the documents delivered pursuant to Sections 6(d), (f), (g) and
(h) are satisfactory).

               8. Covenants of the Company.

               (a) The Company covenants and agrees with each Underwriter as
follows:


                                     - 24 -

<PAGE>   25
                  (i) The Company shall prepare the Prospectus in a form
            approved by the Representatives and file such Prospectus pursuant to
            Rule 424(b) under the Securities Act not later than the Commission's
            close of business on the second business day following the execution
            and delivery of this Agreement, or, if applicable, such earlier time
            as may be required by Rule 430A(a)(3) under the Securities Act.

                  (ii) The Company shall promptly advise the Representatives in
            writing (A) when any amendment to the Registration Statement shall
            have become effective, (B) of any request by the Commission for any
            amendment of the Registration Statement or the Prospectus or for any
            additional information, (C) of the prevention or suspension of the
            use of any preliminary prospectus or the Prospectus or of the
            issuance by the Commission of any stop order suspending the
            effectiveness of the Registration Statement or the institution or
            threatening of any proceeding for that purpose and (D) of the
            receipt by the Company of any notification with respect to the
            suspension of the qualification of the Shares for sale in any
            jurisdiction or the initiation or threatening of any proceeding for
            such purpose. The Company shall not file any amendment of the
            Registration Statement or supplement to the Prospectus unless the
            Company has furnished the Representatives and the Selling
            Stockholders a copy for their review prior to filing and shall not
            file any such proposed amendment or supplement to which the
            Representatives or the Selling Stockholders reasonably object. The
            Company shall use its best efforts to prevent the issuance of any
            such stop order and, if issued, to obtain as soon as possible the
            withdrawal thereof.

                  (iii) If, at any time when a prospectus relating to the Shares
            is required to be delivered under the Securities Act and the Rules,
            any event occurs as a result of which the Prospectus as then amended
            or supplemented would include any untrue statement of a material
            fact or omit to state any material fact necessary to make the
            statements therein in the light of the circumstances under which
            they were made not misleading, or if it shall be necessary to amend
            or supplement the Prospectus to comply with the Securities Act or
            the Rules, the Company promptly shall prepare and file with the
            Commission, subject to the second sentence of paragraph (ii) of this
            Section 8(a), an amendment or supplement which shall correct such
            statement or omission or an amendment which shall effect such
            compliance.

                  (iv) The Company shall make generally available to its
            security holders and to the Representatives as soon as practicable,
            but not later than 45 days after the end of the 12-month period
            beginning at the end of the fiscal quarter of the Company during
            which the Effective Date occurs (or 90 days if such 12-month period
            coincides with the Company's fiscal year), an earning statement
            (which need not be audited) of the Company, covering such 12-month
            period, which shall 


                                     - 25 -

<PAGE>   26
            satisfy the provisions of Section 11(a) of the Securities Act or
            Rule 158 of the Rules.

                  (v) The Company shall furnish to the Representatives and
            counsel for the Underwriters, without charge, signed copies of the
            Registration Statement (including all exhibits thereto and
            amendments thereof) and to each other Underwriter a copy of the
            Registration Statement (without exhibits thereto) and all amendments
            thereof and, so long as delivery of a prospectus by an Underwriter
            or dealer may be required by the Securities Act or the Rules, as
            many copies of any preliminary prospectus and the Prospectus and any
            amendments thereof and supplements thereto as the Representatives
            may reasonably request.

                  (vi) The Company shall cooperate with the Representatives and
            their counsel in endeavoring to qualify the Shares for offer and
            sale in connection with the offering under the laws of such
            jurisdictions as the Representatives may designate and shall
            maintain such qualifications in effect so long as required for the
            distribution of the Shares; provided, however, that the Company
            shall not be required in connection therewith, as a condition
            thereof, to qualify as a foreign corporation or to execute a general
            consent to service of process in any jurisdiction or subject itself
            to taxation as doing business in any jurisdiction.

                  (vii) Without the prior written consent of CIBC World Markets
            Corp., for a period of 180 days after the date of this Agreement,
            the Company shall not (A) issue, register with the Commission (other
            than on Form S-8 or on any successor form), offer, pledge, sell,
            contract to sell, sell any option or contract to purchase, purchase
            any option or contract to sell, grant any option, right or warrant
            to purchase, lend or otherwise transfer or dispose of, directly or
            indirectly, any equity securities of the Company or any securities
            convertible into, exercisable for or exchangeable for equity
            securities of the Company, or (B) enter into any swap or other
            arrangement that transfers to another, in whole or in part, any of
            the economic consequences of ownership of equity securities in the
            Company, whether any such transaction described in clause (A) or (B)
            above is to be settled by delivery of Common Stock or other equity
            securities, in cash or otherwise. The foregoing sentence shall not
            apply to the issuance of the Shares pursuant to the Registration
            Statement and the issuance of shares pursuant to the Company's stock
            option plan as described in the Registration Statement and the
            Prospectus or pursuant to the exercise of existing options described
            in the Prospectus. In the event that during this period, (1) any
            shares are issued pursuant to the Company's existing stock option
            plan that are exercisable during such 180-day period or (2) any
            registration is effected on Form S-8 or on any successor form
            relating to shares that are exercisable during such 180-day period,
            the Company shall cause each such grantee or purchaser or holder of
            such registered securities to enter into a Lock-Up Agreement in the
            form set forth on Schedule IV hereto.


                                     - 26 -

<PAGE>   27
                  (viii) On or before completion of this offering, the Company
            shall make all filings required under applicable securities laws and
            by the Nasdaq National Market (including any required registration
            under the Exchange Act).

                  (ix) The Company shall file timely and accurate reports in
            accordance with the provisions of Florida Statutes Section 517.075,
            or any successor provision, and any regulation promulgated
            thereunder, if at any time after the Effective Date, the Company or
            any of its affiliates commences engaging in business with the
            government of Cuba or any person or affiliate located in Cuba.

                  (x) The Company will apply the net proceeds from the offering
            of the Shares in the manner set forth under "Use of Proceeds" in the
            Prospectus.

               (b) The Company agrees to pay, or reimburse if paid by the
         Representatives, whether or not the transactions contemplated hereby
         are consummated or this Agreement is terminated, all costs and expenses
         incident to the public offering of the Shares and the performance of
         the obligations of the Company and the Selling Stockholders under this
         Agreement, including those relating to: (i) the preparation, printing,
         filing and distribution of the Registration Statement, including all
         exhibits thereto, each preliminary prospectus, the Prospectus, all
         amendments and supplements to the Registration Statement and the
         Prospectus, and the printing, filing and distribution of this
         Agreement; (ii) the preparation and delivery of certificates for the
         Shares to the Underwriters; (iii) the registration or qualification of
         the Shares for offer and sale under the securities or Blue Sky laws of
         the various jurisdictions referred to in Section 8(a)(vi), including
         the reasonable fees and disbursements of counsel for the Underwriters
         in connection with such registration and qualification and the
         preparation, printing, distribution and shipment of preliminary and
         supplementary Blue Sky memoranda; (iv) the furnishing (including costs
         of shipping and mailing) to the Representatives and to the Underwriters
         of copies of each preliminary prospectus, the Prospectus and all
         amendments or supplements to the Prospectus, and of the several
         documents required by this Section to be so furnished, as may be
         reasonably requested for use in connection with the offering and sale
         of the Shares by the Underwriters or by dealers to whom Shares may be
         sold; (v) the filing fees of the NASD in connection with its review of
         the terms of the public offering and reasonable fees and disbursements
         of counsel for the Underwriters in connection with such review; (vi)
         inclusion of the Shares for quotation on the Nasdaq National Market;
         and (vii) all transfer taxes, if any, with respect to the sale and
         delivery of the Shares by the Company and the Selling Stockholders to
         the Underwriters. Subject to the provisions of Section 11, the
         Underwriters agree to pay, whether or not the transactions contemplated
         hereby are consummated or this Agreement is terminated, all costs and
         expenses incident to the performance of the obligations of the
         Underwriters under this Agreement not payable by the Company pursuant
         to the preceding sentence, including the fees and disbursements of
         counsel for the Underwriters.

               9.    Indemnification.


                                     - 27 -

<PAGE>   28
               (a) The Company and the Selling Stockholders agree, jointly and
         severally, to indemnify and hold harmless each Underwriter and each
         person, if any, who controls any Underwriter within the meaning of
         Section 15 of the Securities Act or Section 20 of the Exchange Act
         against any and all losses, claims, damages and liabilities, joint or
         several (including any reasonable investigation, legal and other
         expenses incurred in connection with, and any amount paid in settlement
         of, any action, suit or proceeding or any claim asserted), to which
         they, or any of them, may become subject under the Securities Act, the
         Exchange Act or other Federal or state law or regulation, at common law
         or otherwise, insofar as such losses, claims, damages or liabilities
         arise out of or are based upon any untrue statement or alleged untrue
         statement of a material fact contained in any preliminary prospectus,
         the Registration Statement or the Prospectus or any amendment thereof
         or supplement thereto, or arise out of or are based upon any omission
         or alleged omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading; provided, however, that such indemnity shall not inure to
         the benefit of any Underwriter (or any person controlling such
         Underwriter) on account of any losses, claims, damages or liabilities
         arising from the sale of the Shares to any person by such Underwriter
         if such untrue statement or omission or alleged untrue statement or
         omission was made in such preliminary prospectus, the Registration
         Statement or the Prospectus, or such amendment or supplement, in
         reliance upon and in conformity with information furnished in writing
         to the Company by the Representatives on behalf of any Underwriter
         specifically for use therein. Notwithstanding the foregoing, the
         liability of each Selling Stockholder pursuant to the provisions of
         Section 9(a) shall be (i) limited to an amount equal to the aggregate
         net proceeds received by such Selling Stockholder from the sale of the
         Shares sold by such Selling Stockholder hereunder and (ii) subordinate
         to the liability of the Company, such that the Underwriters may pursue
         claims for indemnification hereunder against the Company and the
         Selling Stockholders, or any one or more of them, at any time and in
         any manner they may choose, but may not collect any indemnification
         payment against a Selling Stockholder until they have taken all
         commercially reasonable steps to collect any indemnification obligation
         first from the Company, after which they may collect from the Selling
         Stockholders that amount which is still due and has not been paid by
         the Company. The foregoing provisions are subject to the following: (a)
         the limitation in subsection (ii) above shall not apply to information
         about a Selling Stockholder under the sections entitled "Principal and
         Selling Stockholders" and "Certain Transactions" in the Prospectus; and
         (b) each Selling Stockholder shall be severally and not jointly liable
         with the other Selling Stockholder as to its own information contained
         in such sections. Nothing herein shall affect the Company's
         indemnification obligations as to the information in such sections.
         This indemnity agreement will be in addition to any liability which the
         Company and the Selling Stockholders may otherwise have.

               (b) Each Underwriter agrees, severally and not jointly, to
         indemnify and hold harmless the Company and the Selling Stockholders
         and each person, if any, who controls the Company within the meaning of
         Section 15 of the Securities Act or 


                                     - 28 -

<PAGE>   29
         Section 20 of the Exchange Act, each director of the Company, and each
         officer of the Company who signs the Registration Statement, to the
         same extent as the foregoing indemnity from the Company and the Selling
         Stockholders to each Underwriter, but only insofar as such losses,
         claims, damages or liabilities arise out of or are based upon any
         untrue statement or omission or alleged untrue statement or omission
         with respect to such Underwriter which was made in any preliminary
         prospectus, the Registration Statement or the Prospectus, or any
         amendment thereof or supplement thereto, contained in the following
         paragraphs appearing under the caption "Underwriting" in the
         Prospectus: (i) the table in the second full paragraph; (ii) the fourth
         full paragraph, concerning the terms of the offering, excluding the
         first sentence thereof; (iii) the tenth full paragraph, concerning
         discretionary sales; (iv) the twelfth full paragraph; and (v) the
         thirteenth full paragraph, including the text set forth in the bullet
         points, concerning stabilization and syndicate covering transactions.

               (c) Any party that proposes to assert the right to be indemnified
         under this Section will, promptly after receipt of notice of
         commencement of any action, suit or proceeding against such party in
         respect of which a claim is to be made against an indemnifying party or
         parties under this Section, notify each such indemnifying party of the
         commencement of such action, suit or proceeding, enclosing a copy of
         all papers served. No indemnification provided for in Section 9(a) or
         9(b) shall be available to any party who shall fail to give notice as
         provided in this Section 9(c) if the party to whom notice was not given
         was unaware of the proceeding to which such notice would have related
         and was prejudiced by the failure to give such notice, but the omission
         so to notify such indemnifying party of any such action, suit or
         proceeding shall not relieve it from any liability that it may have to
         any indemnified party for contribution or otherwise than under this
         Section. In case any such action, suit or proceeding shall be brought
         against any indemnified party and it shall notify the indemnifying
         party of the commencement thereof, the indemnifying party shall be
         entitled to participate in, and, to the extent that it shall wish,
         jointly with any other indemnifying party similarly notified, to assume
         the defense thereof, with counsel reasonably satisfactory to such
         indemnified party, and after notice from the indemnifying party to such
         indemnified party of its election so to assume the defense thereof and
         the approval by the indemnified party of such counsel, the indemnifying
         party shall not be liable to such indemnified party for any legal or
         other expenses, except as provided below and except for the reasonable
         costs of investigation subsequently incurred by such indemnified party
         in connection with the defense thereof. The indemnified party shall
         have the right to employ its counsel in any such action, but the fees
         and expenses of such counsel shall be at the expense of such
         indemnified party unless (i) the employment of counsel by such
         indemnified party has been authorized in writing by the indemnifying
         parties, (ii) the indemnified party shall have been advised by counsel
         that there may be one or more legal defenses available to it which are
         different from or additional to those available to the indemnifying
         party (in which case the indemnifying parties shall not have the right
         to direct the defense of such action on behalf of the indemnified
         party) or (iii) the indemnifying parties shall not have employed
         counsel to assume the defense of such action within a reasonable time
         after notice of the commencement 


                                     - 29 -

<PAGE>   30
         thereof, in each of which cases the fees and expenses of counsel shall
         be at the expense of the indemnifying parties. An indemnifying party
         shall not be liable for any settlement of any action, suit, proceeding
         or claim effected without its written consent.

               10. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
Section 9(a) or 9(b) for any reason is held to be unavailable to or insufficient
to hold harmless an indemnified party under Section 9(a) or 9(b), then each
indemnifying party shall contribute to the aggregate losses, claims, damages and
liabilities (including any investigation, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting any contribution
received by any person entitled hereunder to contribution from any person who
may be liable for contribution) to which the indemnified party may be subject in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Selling Stockholders on the one hand and the Underwriters on
the other from the offering of the Shares or, if such allocation is not
permitted by applicable law or indemnification is not available as a result of
the indemnifying party not having received notice as provided in Section 9
hereof, in such proportion as is appropriate to reflect not only the relative
benefits referred to above but also the relative fault of the Company and the
Selling Stockholders on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company, the
Selling Stockholders and the Underwriters shall be deemed to be in the same
proportion as (x) the total proceeds from the offering (net of underwriting
discounts but before deducting expenses) received by the Company or the Selling
Stockholders, as set forth in the table on the cover page of the Prospectus,
bear to (y) the underwriting discounts received by the Underwriters, as set
forth in the table on the cover page of the Prospectus. The relative fault of
the Company and the Selling Stockholders or the Underwriters shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact related to information supplied by the Company and
the Selling Stockholders or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, the Selling Stockholders and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 10 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this Section 10, (i) in no
case shall any Underwriter (except as may be provided in the Agreement Among
Underwriters) be liable or responsible for any amount in excess of the
underwriting discount applicable to the Shares purchased by such Underwriter
hereunder; (ii) the Company shall be liable and responsible for any amount in
excess of such underwriting discount; and (iii) in no case shall any Selling
Stockholder be liable and responsible for any amount in excess of the aggregate
net proceeds of the sale of Shares received by such Selling Stockholder;
provided, however, that no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Further notwithstanding the foregoing, the liability of the
Selling Stockholders hereunder for contribution shall be subordinate to the
liability of the Company, 


                                     - 30 -

<PAGE>   31
such that the Underwriters may pursue claims for contribution hereunder against
the Company and the Selling Stockholders, or any one or more of them, at any
time and in any manner they may choose, but may not collect any contribution
payment against a Selling Stockholder until they have taken all commercially
reasonable steps to collect any contribution obligation first from the Company,
after which they may collect from the Selling Stockholders that amount which is
still due and has not been paid by the Company. The foregoing provisions are
subject to the following: (a) the limitations in the preceding sentence shall
not apply to information about a Selling Stockholder under the sections entitled
"Principal and Selling Stockholders" and "Certain Transactions" in the
Prospectus; and (b) each Selling Stockholder shall be severally and not jointly
liable with the other Selling Stockholder as to its own information contained in
such sections. Nothing herein shall affect the Company's contribution
obligations as to the information in such sections. For purposes of this Section
10, each person, if any, who controls an Underwriter within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have
the same rights to contribution as such Underwriter, and each person, if any,
who controls the Company within the meaning of the Section 15 of the Securities
Act or Section 20(a) of the Exchange Act, each officer of the Company who shall
have signed the Registration Statement and each director of the Company shall
have the same rights to contribution as the Company, subject in each case to
clauses (i) and (ii) in the immediately preceding sentence of this Section 10.
Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section, notify such party or parties from whom contribution may be
sought, but the omission so to notify such party or parties from whom
contribution may be sought shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this Section. No party shall be liable for
contribution with respect to any action, suit, proceeding or claim settled
without its written consent. The Underwriter's obligations to contribute
pursuant to this Section 10 are several in proportion to their respective
underwriting commitments and not joint.

               11. Termination. This Agreement may be terminated with respect to
the Shares to be purchased on a Closing Date by the Representatives by notifying
the Company and the Selling Stockholders at any time:

               (a) in the absolute discretion of the Representatives at or
         before any Closing Date: (i) if on or prior to such date, any domestic
         or international event or act or occurrence has materially disrupted,
         or in the opinion of the Representatives will in the future materially
         disrupt, the securities markets; (ii) if there has occurred any new
         outbreak or material escalation of hostilities or other calamity or
         crisis the effect of which on the financial markets of the United
         States is such as to make it, in the judgment of the Representatives,
         inadvisable to proceed with the offering; (iii) if there shall be such
         a material adverse change in general financial, political or economic
         conditions or the effect of international conditions on the financial
         markets in the United States is such as to make it, in the judgment of
         the Representatives, inadvisable or impracticable to market the Shares;
         (iv) if trading in the Shares has been suspended by the Commission or
         trading generally on the New York Stock Exchange, Inc., on the 


                                     - 31 -

<PAGE>   32
         American Stock Exchange, Inc. or the Nasdaq National Market has been
         suspended or limited, or minimum or maximum ranges for prices for
         securities shall have been fixed, or maximum ranges for prices for
         securities have been required, by said exchanges or by order of the
         Commission, the NASD or any other governmental or regulatory authority;
         (v) if a banking moratorium has been declared by any state or Federal
         authority; or (vi) if, in the judgment of the Representatives, there
         has occurred a Material Adverse Effect; or

               (b) at or before any Closing Date, that any of the conditions
         specified in Section 6 shall not have been fulfilled when and as
         required by this Agreement.

               If this Agreement is terminated pursuant to any of its
provisions, neither the Company nor the Selling Stockholders shall be under any
liability to any Underwriter, and no Underwriter shall be under any liability to
the Company or the Selling Stockholders, except that (y) if this Agreement is
terminated by the Representatives or the Underwriters because of any failure,
refusal or inability on the part of the Company or the Selling Stockholders to
comply with the terms or to fulfill any of the conditions of this Agreement, the
Company will reimburse the Underwriters for all out-of-pocket expenses
(including the reasonable fees and disbursements of their counsel) incurred by
them in connection with the proposed purchase and sale of the Shares or in
contemplation of performing their obligations hereunder and (z) no Underwriter
who shall have failed or refused to purchase the Shares agreed to be purchased
by it under this Agreement, without some reason sufficient hereunder to justify
cancellation or termination of its obligations under this Agreement, shall be
relieved of liability to the Company, the Selling Stockholders or to the other
Underwriters for damages occasioned by its failure or refusal.

               12. Substitution of Underwriters. If one or more of the
Underwriters shall fail (other than for a reason sufficient to justify the
cancellation or termination of this Agreement under Section 11) to purchase on
any Closing Date the Shares agreed to be purchased on such Closing Date by such
Underwriter or Underwriters, the Representatives may find one or more substitute
underwriters to purchase such Shares or make such other arrangements as the
Representatives may deem advisable or one or more of the remaining Underwriters
may agree to purchase such Shares in such proportions as may be approved by the
Representatives, in each case upon the terms set forth in this Agreement. If no
such arrangements have been made by the close of business on the business day
following such Closing Date,

               (a) if the number of Shares to be purchased by the defaulting
         Underwriters on such Closing Date shall not exceed 10% of the Shares
         that all the Underwriters are obligated to purchase on such Closing
         Date, then each of the nondefaulting Underwriters shall be obligated to
         purchase such Shares on the terms herein set forth in proportion to
         their respective obligations hereunder; provided, that in no event
         shall the maximum number of Shares that any Underwriter has agreed to
         purchase pursuant to Section 1 be increased pursuant to this Section 12
         by more than one-ninth of such number of Shares without the written
         consent of such Underwriter, or


                                     - 32 -

<PAGE>   33
               (b) if the number of Shares to be purchased by the defaulting
         Underwriters on such Closing Date shall exceed 10% of the Shares that
         all the Underwriters are obligated to purchase on such Closing Date,
         then the Company shall be entitled to one additional business day
         within which it may, but is not obligated to, find one or more
         substitute underwriters reasonably satisfactory to the Representatives
         to purchase such Shares upon the terms set forth in this Agreement.

               In any such case, either the Representatives or the Company shall
have the right to postpone the applicable Closing Date for a period of not more
than five business days in order that necessary changes and arrangements
(including any necessary amendments or supplements to the Registration Statement
or Prospectus) may be effected by the Representatives and the Company. If the
number of Shares to be purchased on such Closing Date by such defaulting
Underwriter or Underwriters shall exceed 10% of the Shares that all the
Underwriters are obligated to purchase on such Closing Date, and none of the
nondefaulting Underwriters or the Company shall make arrangements pursuant to
this Section within the period stated for the purchase of the Shares that the
defaulting Underwriters agreed to purchase, this Agreement shall terminate with
respect to the Shares to be purchased on such Closing Date without liability on
the part of any nondefaulting Underwriter to the Company or the Selling
Stockholders and without liability on the part of the Company and the Selling
Stockholders, except in both cases as provided in Sections 8(b), 9, 10 and 11.
The provisions of this Section shall not in any way affect the liability of any
defaulting Underwriter to the Company, the Selling Stockholders or the
nondefaulting Underwriters arising out of such default. A substitute underwriter
hereunder shall become an Underwriter for all purposes of this Agreement.

               13. Miscellaneous. The respective agreements, representations,
warranties, indemnities and other statements of the Company or its officers, of
the Selling Stockholders and of the Underwriters set forth in or made pursuant
to this Agreement shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter, any Selling Stockholder
or the Company or any of the officers, directors or controlling persons referred
to in Sections 9 and 10 hereof, and shall survive delivery of and payment for
the Shares. The provisions of Sections 8(b), 9, 10 and 11 shall survive the
termination or cancellation of this Agreement.

               This Agreement has been and is made for the benefit of the
Underwriters, the Company and the Selling Stockholders and their respective
successors and assigns, and, to the extent expressed herein, for the benefit of
persons controlling any of the Underwriters or the Company, and directors and
officers of the Company, and their respective successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include any purchaser of
Shares from any Underwriter merely because of such purchase.

               All notices and communications hereunder shall be in writing and
mailed or delivered or by telephone or telegraph if subsequently confirmed in
writing, (a) if to the Representatives, c/o CIBC World Markets Corp., CIBC
Oppenheimer Tower, World Financial Center, New York, New York 10281, Attention:
Michael R. McClintock, with a copy to Gibson, 


                                     - 33 -

<PAGE>   34
Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166, Attention:
Steven R. Finley, (b) if to the Company, to its agent for service as such
agent's address appears on the cover page of the Registration Statement with a
copy to Snell & Wilmer, L.L.P., One Arizona Center, Phoenix, Arizona 85008,
Attention: Steven D. Pidgeon, (c) if to CPII at 2nd Floor, Block A, Russel Court
Street, Stephen's Green, Dublin, Ireland, Attention: Peter Beer, with a copy to
Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022, Attention:
John M. Allen, Jr., and (d) if to MCM Holding, to Triarc Companies, Inc., 280
Park Avenue, 41st Floor, New York, New York 10017, Attention: Brian L. Schorr,
with a copy to Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
Americas, New York, New York 10019-6064, Attention: Neale Albert. Any such
notices or communications shall take effect when so delivered personally, or if
mailed, on the date of receipt thereof; or if by telephone or telegraph, when
written confirmation is delivered personally or if such confirmation is mailed,
on the date of receipt thereof. The Company and the Selling Stockholders shall
be entitled to act and rely upon any notice or communication given or made on
behalf of the Underwriters by CIBC World Markets Corp. on behalf of the
Representatives and the Company and the Underwriters shall be entitled to act
and rely upon any notice or communication given or made on behalf of a Selling
Stockholder by the Custodian.

               This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflict
of laws.

               This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


                                     - 34 -

<PAGE>   35
               Please confirm that the foregoing correctly sets forth the
agreement among us.

                                     Very truly yours,

                                     MCM CAPITAL GROUP, INC.

                                     By 
                                     Title:

                                     SELLING STOCKHOLDERS:
                                     C.P. International Investments Limited

                                     By 
                                     Title:

                                     MCM Holding Company, LLC

                                     By 
                                     Title:
Confirmed:

CIBC WORLD MARKETS CORP.
Acting severally on behalf of itself
and as representative of the several
Underwriters named in Schedule I annexed
hereto.

By: CIBC WORLD MARKETS CORP.

By 
  Title:


                                     - 35 -

<PAGE>   36
                                  SCHEDULE I



<TABLE>
<CAPTION>
                                              Number of Firm Shares to be Purchased
                                   ------------------------------------------------------------
Name                                From the Company         From the Selling Stockholders
----                               -------------------   --------------------------------------
                                                                C.P.                       
                                                           International                   
                                                            Investments        MCM Holding
                                                              Limited          Company, LLC
                                                         ----------------      -------------  
<S>                                <C>                   <C>                   <C>
CIBC World Markets Corp.
U.S. Bancorp Piper Jaffray Inc.
[others]




         Total                         3,333,333
</TABLE>



                                     - 36 -

<PAGE>   37
                                   SCHEDULE II




<TABLE>
<CAPTION>
Name of Selling Stockholder                              Number of Firm Shares
---------------------------                                    to be Sold
                                                       -------------------------
<S>                                                    <C>
C.P. International Investments Limited
MCM Holding Company, LLC






         Total                                                 1,666,667
</TABLE>



                                     - 37 -

<PAGE>   38
                                  SCHEDULE III



                           SUBSIDIARIES OF THE COMPANY


Midland Credit Management, Inc., a Kansas corporation
Midland Receivables 98-1 Corporation, a Delaware corporation
Midland Funding 98-A Corporation, a Delaware corporation
Midland Financial Services, Inc., a Kansas corporation


                                     - 38 -

<PAGE>   39
                                   SCHEDULE IV


            [FORM OF LOCK-UP AGREEMENT FOR OFFICERS, DIRECTORS AND
                                STOCKHOLDERS]

                                                           __________ __, 1999


CIBC World Markets Corp.
U.S. Bancorp Piper Jaffray Inc.
c/o CIBC World Markets Corp.
CIBC Oppenheimer Tower
World Financial Center
New York, New York  10281

Ladies and Gentlemen:

      The undersigned understands and agrees as follows:

            1. CIBC World Markets Corp. ("CIBC") and U.S. Bancorp Piper Jaffray
      Inc. ("Piper") propose to enter into an Underwriting Agreement (the
      "Underwriting Agreement") with MCM Capital Group, Inc., a Delaware
      corporation (the "Company"), and C.P. International Investments Limited
      and MCM Holding Company, LLC (together, the "Selling Stockholders"),
      providing for the public offering (the "Public Offering") by the several
      Underwriters, including CIBC and Piper (the "Underwriters"), of 5,000,000
      shares (the "Shares") of the Common Stock, $0.01 par value, of the Company
      (the "Common Stock"), and in connection therewith, the Company has filed a
      registration statement, File No. 333-77483 (the "Registration Statement")
      with the Securities and Exchange Commission.

            2. After consultation, the Company and CIBC and Piper, acting as
      representatives of the Underwriters for the Public Offering, have agreed
      that sales by the officers, directors and stockholders of the Company
      within the 180-day period after the date of effectiveness of the
      Registration Statement could have an adverse effect on the market price
      for the Common Stock and that the public to whom the Common Stock is being
      offered should be protected for a reasonable time from the impact of such
      sales.

            3. It is in the best interest of the Company and its officers,
      directors and stockholders to have a successful public offering and stable
      and orderly public market thereafter.

      To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of CIBC on behalf of the
Underwriters, it will not, during the period commencing on the date hereof and
ending 180 days after the date of the final prospectus relating 



<PAGE>   40
to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any equity securities of the Company or any
securities convertible into or exercisable or exchangeable for equity securities
of the Company or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
equity securities of the Company, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to principles of conflict of laws.

      Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.

                                    Very truly yours,


                                    _______________________________________
                                    (Name)


                                    _______________________________________

                                    _______________________________________
                                    (Address)


                                     - 40 -



<PAGE>   1
                                                                     Exhibit 2



                          AGREEMENT AND PLAN OF MERGER

         This Agreement and Plan of Merger, is made as of ____________ __, 1999,
by and among Midland Corporation of Kansas, a Kansas corporation ("Midland") and
MCM Capital Group, Inc., a Delaware corporation ("MCM").

                              W I T N E S S E T H:

         WHEREAS, Midland is a corporation duly organized and existing under the
laws of the State of Kansas;

         WHEREAS, MCM is a corporation duly organized and existing under the
laws of the State of Delaware;

         WHEREAS, the authorized capital stock of Midland is: (i) 3,000,000
shares of common stock, without par value ("Midland Common Stock"), of which
1,000,000 are issued and outstanding;

         WHEREAS, the authorized capital stock of MCM is: (i) 50,000,000 shares
of common stock, par value $.01 per share ("MCM Common Stock"), of which 1,000
shares are issued and outstanding; and (ii) 5,000,000 shares of Preferred Stock
("MCM Preferred Stock") par value $.01 per share, of which no shares are issued
and outstanding;

         WHEREAS, the Board of Directors of Midland and MCM deem it advisable
and in the best interests of their respective corporations and shareholders that
Midland be merged with and into MCM, with MCM being the surviving corporation
(the "Reincorporation Merger");

         WHEREAS, the Boards of Directors and stockholders of Midland
 and MCM
have approved this Agreement by resolutions duly adopted in accordance with the
laws of their respective jurisdictions of incorporation; and

         WHEREAS, Midland and MCM desire to effect the Reincorporation Merger as
a plan of reorganization in accordance with the provisions of Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the "Code");

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and in accordance with applicable law, the parties hereto
agree as follows:

<PAGE>   2
                                    ARTICLE I

                             REINCORPORATION MERGER

         1.01     Surviving Corporation.

                  (a) The effective time of the Reincorporation Merger (the
"Effective Time") shall occur at the latest of: (i) the time and date that
shareholders of each of Midland and MCM approve this Agreement and the
Reincorporation Merger; (ii) the time and date that a certificate of merger is
duly filed with the Secretary of State of Delaware with respect to the
Reincorporation Merger or such later date and time as is set forth therein; and
(iii) the time and date that articles of merger are duly filed with the
Secretary of State of Kansas with respect to the Reincorporation Merger or such
later date and time as is set forth therein.

                  (b) At the Effective Time, Midland shall be merged with and
into MCM, with MCM being the surviving corporation of the Reincorporation
Merger. At the Effective Time, the separate corporate existence of Midland shall
cease and MCM shall possess all the rights, privileges, powers, and franchises
of a public and private nature and be subject to all the restrictions,
disabilities, and duties of each of Midland and MCM (collectively, the
"Constituent Corporations"); and all and singular, the rights, privileges,
powers and franchises of each of the Constituent Corporations, and all property,
real, personal, or mixed, and all debts due to each of the Constituent
Corporations on whatever account, as well for stock subscriptions as all other
things in action belonging to each of the Constituent Corporations, shall be
vested in MCM; and all property, rights, and privileges, powers, and franchises,
and all and every other interest shall be thereafter as effectually the property
of MCM as they were of the respective Constituent Corporations, and the title to
any real estate vested by deed or otherwise in either of such Constituent
Corporations shall not revert or be in any way impaired by reason of the Merger;
but all rights of creditors and all liens upon any property of Midland shall be
preserved unimpaired. To the extent permitted by law, any claim existing or
action or proceeding pending by or against either of the Constituent
Corporations may be prosecuted as if the Reincorporation Merger had not taken
place. All debts, liabilities, and duties of the respective Constituent
Corporations shall thenceforth attach to MCM and may be enforced against it to
the same extent as if such debts, liabilities, and duties had been incurred or
contracted by it. All corporate acts, plans, policies, agreements, arrangements,
approvals, and authorizations of Midland, its shareholders, Board of Directors
and committees thereof, officers and agents which were valid and effective
immediately prior to the Effective Time, shall be taken for all purposes as the
acts, plans, policies, agreements, arrangements, approvals, and authorizations
of MCM and shall be effective and binding thereon as the same were with respect
to Midland. The employees and agents of Midland shall become the employees and
agents of MCM and continue to be entitled to the same rights and benefits which
they enjoyed as employees and agents of Midland. The requirements of any plans
or agreements of Midland involving the issuance or purchase by Midland of
certain shares of its capital stock shall be satisfied by the issuance or
purchase of a like number of shares of MCM subject to the adjustments
contemplated in Section 1.04 hereof.

                                        2

<PAGE>   3
         1.02     Certificate of Incorporation and Bylaws.

                  (a) From and after the Effective Time, the Certificate of
Incorporation of MCM, as in effect immediately prior to the Effective Time,
shall continue to be the Certificate of Incorporation of MCM, until altered,
amended, or repealed in accordance with the laws of the State of Delaware.

                  (b) From and after the Effective Time, the Bylaws of MCM, as
in effect immediately prior to the Effective Time, shall continue to be the
Bylaws of MCM, until altered, amended, or repealed in accordance with the laws
of the State of Delaware.

         1.03     Directors and Officers.

                  (a) The number of directors of MCM immediately prior to the
Effective Time shall continue to be the number of directors of MCM from and
after the Effective Time until such number is altered in accordance with the
laws of the State of Delaware. The directors of MCM immediately prior to the
Effective Time shall continue to be the directors of MCM from and after the
Effective Time and shall hold office from and after the Effective Time in
accordance with the Bylaws of MCM until their respective successors are duly
appointed or elected and qualified.

                  (b) The officers of Midland immediately prior to the Effective
Time shall be the officers of MCM from and after the Effective Time and shall
hold the same offices from and after the Effective Time in accordance with the
Bylaws of MCM until their respective successors are duly appointed or elected
and qualified or until retirement, resignation or removal.

         1.04     Terms of Merger.

                  (a) At the Effective Time, the shares of capital stock of
Midland shall be converted into shares of capital stock of MCM as follows: each
share of Midland Common Stock issued and outstanding immediately prior to the
Effective Time shall, automatically and without further act of Midland, MCM, or
any holder thereof, be extinguished and converted into 4.941131 issued and
outstanding and fully paid and nonassessable shares of MCM Common Stock subject
to the same terms, conditions, and restrictions, if any, as existed immediately
prior to the Effective Time.

                  (b) Each person who, as a result of the Reincorporation
Merger, holds one or more certificates representing one or more shares of
Midland Common Stock may surrender any such certificate to MCM, and upon such
surrender, MCM shall, within a reasonable time, deliver to such person, in
substitution and exchange therefor, one or more certificates evidencing the
number of shares of MCM Common Stock that such person is entitled to receive in
accordance with the terms of this Agreement, in substitution for the number of
shares of Midland Common Stock represented by each certificate so surrendered;
provided, however, that no such holder shall be required to surrender any such
certificate until such certificate otherwise would be surrendered for transfer
on the books of the issuing corporation in the ordinary course of business.

                                        3

<PAGE>   4
                  (c) At the Effective Time, all of the shares of capital stock
of MCM issued or outstanding immediately prior to the Effective Time shall,
automatically and without further act of Midland, MCM, or any holder thereof, be
cancelled and cease to exist, without any consideration being payable therefor.

                  (d) At the Effective Time, each option to purchase a share of
Midland Common Stock outstanding immediately prior to the Effective Time, shall
automatically and without further act of Midland, MCM, or any holder thereof,
become an option to purchase 4.941131 shares of MCM Common Stock, at an exercise
price adjusted accordingly, but otherwise subject to the same terms and
conditions.

                                   ARTICLE II

                                  MISCELLANEOUS

         2.01 Consent to Service of Process. MCM hereby consents and agrees,
effective as of the Effective Time, to be sued and served with process in the
State of Kansas in any proceeding for the enforcement of any obligations of
Midland and in any proceeding for the enforcement of the rights, if any, of a
dissenting shareholder of Midland against MCM. MCM hereby irrevocably appoints
the Kansas Secretary of State as its agent to accept service of process in any
such proceeding from and after the Effective Time. MCM hereby agrees that it
will pay to the dissenting shareholders of Midland the amount, if any, to which
they shall be entitled under the General Corporation Laws of the State of Kansas
with respect to dissenting shareholders.

         2.02 Accounting Matters. Except as herein provided with respect to the
cancellation of the outstanding shares of Midland, MCM agrees that, upon the
Effective Time, the assets, liabilities, reserves and accounts of Midland and
MCM shall be taken up or continued on the books of MCM in the amounts at which
such assets, liabilities, reserves, and accounts shall have been carried on the
books of Midland and MCM immediately prior to the Effective Time, subject to
such adjustments, and such elimination of intercompany items, as may be
appropriate to give effect to the Reincorporation Merger.

         2.03 Expenses of Reincorporation Merger. From and after the Effective
Time, MCM shall pay all unpaid expenses of carrying this Agreement into effect
and accomplishing the Reincorporation Merger.

         2.04 Further Assurances. If, at any time from and after the Effective
Time, MCM shall consider or be advised that any further assignment or assurance
in law is necessary or desirable to vest in MCM the title to any property or
rights of Midland, the proper officers of MCM are hereby authorized, in the name
of Midland or otherwise, to execute and make all such proper assignments and
assurances in law, and to do all other things necessary or proper to vest such
property or rights in MCM and otherwise to carry out the purposes of this
Agreement.


                                        4

<PAGE>   5
         2.05 Approval. This Agreement shall be submitted for approval by the
holders of Midland Common Stock at an annual or special meeting of shareholders
or by unanimous written consent, and this Agreement constitutes the approval
thereof by written consent of Midland in its capacity as sole shareholder of
MCM.

         2.06 Termination and Abandonment. At any time prior to the Effective
Time and for any reason, this Agreement may be terminated and abandoned by the
Board of Directors of Midland, notwithstanding approval of this Agreement by the
shareholders of Midland and MCM. Upon any such termination, this Agreement shall
become null and void and have no effect, without any liability to any person on
the part of Midland or MCM or their shareholders, directors, or officers.

         2.07 Amendment. At any time prior to the Effective Time and for any
reason, this Agreement may be amended, notwithstanding approval of this
Agreement by the shareholders of Midland or MCM, by an agreement in writing
executed in the same manner as this Agreement; provided, however, that after
approval of this Agreement by the shareholders of Midland, this Agreement may
not be amended, without such further approval as is required by law, to the
extent that such amendment would: (i) alter or change the amount or kind of
shares to be received by the shareholders of MCM or Midland in the
Reincorporation Merger; (ii) alter or change any term of the Certificate of
Incorporation of MCM; or (iii) effect any alteration or change that would
adversely affect the shareholders of Midland or MCM.


                                             MIDLAND CORPORATION OF KANSAS
                                             a Kansas corporation
Attest:


By:                                         By:  
   ----------------------------                --------------------------------
         Secretary                             Name:
                                               Title:



                                            MCM CAPITAL GROUP, INC.
                                            a Delaware corporation
Attest:


By:                                         By:     
   ----------------------------                --------------------------------
         Secretary                             Name:
                                               Title:


                                        5



<PAGE>   1

                                                                     Exhibit 3.1



                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             MCM CAPITAL GROUP, INC.

                The name of the corporation is MCM Capital Group, Inc. and it
was incorporated in the State of Delaware on April 29, 1999. This Restated
Certificate of Incorporation was duly adopted in accordance with Section 242 and
Section 245 of the General Corporation Law of the State of Delaware.

                                   ARTICLE ONE

                The name of the corporation is MCM Capital Group, Inc.

                                   ARTICLE TWO

                The address of the corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE THREE

                The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                  ARTICLE FOUR

                The corporation shall have perpetual existence.

                                  ARTICLE FIVE

                A. The corporation is authorized to issue two classes of shares
of stock to be designated, respectively, "Common Stock" and "Preferred Stock";
the total number of shares of Common Stock that the corporation shall have
authority to issue is 50,000,000 and each of such shares
 shall have a par value
of $.01; and the total number of shares of Preferred Stock that the corporation
shall have the authority to issue is 5,000,000 and each of such shares shall
have a par value of $.01.

                B. Shares of Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the Board of
Directors of the corporation, each of said series to be distinctly designated.
The voting powers, preferences and relative, participating, optional, and other
special rights, and the qualifications, limitations,

<PAGE>   2
or restrictions thereof, if any, of each such series may differ from those of
any and all other series of Preferred Stock at any time outstanding, and the
Board of Directors is hereby expressly granted authority to fix or alter, by
resolution or resolutions, the designation, number, voting powers, preferences,
and relative, participating, optional, and other special rights, and the
qualifications, limitations, and restrictions thereof, of each such series to
the fullest extent permitted by law.

                                   ARTICLE SIX

                The Board of Directors of the corporation has the power to
adopt, amend, and repeal any or all of the Bylaws of the corporation.

                                  ARTICLE SEVEN

                Election of members to the Board of Directors need not be by
written ballot unless the Bylaws of the corporation shall so provide.

                Meetings of the stockholders of the corporation may be held
within or without the State of Delaware, as the Bylaws may provide. The books of
the corporation may be kept (subject to any provision contained in the Delaware
General Corporation Law) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors or in the
Bylaws of the corporation.

                The stockholders of the corporation shall have the power to
remove any director or the entire board of directors of the corporation, with or
without cause, only upon the vote of the holders of two-thirds of the shares
entitled to vote for the election of directors.

                                  ARTICLE EIGHT

                A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification. The
limitation of liability provided herein shall continue after a director has
ceased to occupy such position as to acts or omissions occurring during such
director's term of terms of office.


                                       2

<PAGE>   3
                                  ARTICLE NINE

                A. The corporation shall to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than such law
permitted the corporation to provide prior to such amendment), indemnify and
hold harmless any person who was or is a party, or is threatened to be made a
party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "Indemnitee") against
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
excise taxes or penalties paid in connection with the Employee Retirement Income
Security Act of 1974, as amended, and amounts paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith; provided,
however, that except as provided in this section with respect to proceedings to
enforce rights to indemnification, the corporation shall indemnify any such
Indemnitee in connection with a proceeding (or part thereof) initiated by such
Indemnitee only if such proceeding or part thereof was authorized in advance by
the Board of Directors of this corporation.

                B. The right to indemnification conferred in this section shall
include the right to be paid by the corporation the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware General Corporation
Law requires, an advancement of expenses incurred by an Indemnitee in his
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such Indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is not further right to appeal that such Indemnitee is
not entitled to be indemnified for such expenses under this section or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in this section shall be contract rights and such rights shall
continue as to an Indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the Indemnitee's heirs, executors and
administrators.

                C. If a claim under the two preceding paragraphs of this section
is not paid in full by the corporation within sixty (60) days after a written
claim has been received by the corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the Indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Indemnitee
shall be entitled to be paid


                                       3

<PAGE>   4
also the expense of prosecuting or defending such suit. In (i) any suit brought
by the Indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the Indemnitee to enforce a right to an advancement of expenses)
and (ii) in any suit brought by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the corporation shall be
entitled to recover such expenses only upon a final adjudication that the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
corporation (including its board of directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
section or otherwise shall be on the corporation.

                D. The rights to indemnification and advancement of expenses
conferred in this section shall not be exclusive of any other rights which any
person may have or hereafter acquire under any statute, the corporation's
certificate of incorporation, as it may be amended or restated from
time-to-time, any agreement, vote of stockholders or disinterested directors, or
otherwise. No amendment or repeal of this Article Nine shall apply to or have
any effect on any right to indemnification provided hereunder with respect to
any acts or omissions occurring prior to such amendment or repeal.

                E. The corporation shall have the power to purchase and maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the corporation or another corporation, partnership, joint venture,
trust or other enterprise (including an employee benefit plan) against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law. The corporation may also create a trust fund,
grant a security interest and/or use other means (including, but not limited to
letters of credit, surety bonds and/or similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any or
all of the foregoing, to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.

                F. For purposes of this section, references to the "corporation"
shall include any subsidiary of this corporation from and after the acquisition
thereof by this corporation, so that any person who is a director, officer,
employee or agent of such subsidiary after the acquisition thereof by this
corporation shall stand in the same position under the provisions


                                       4

<PAGE>   5
of this section as such person would have had such person served in such
position for this corporation.

                G. The corporation may, to the extent authorized from time to
time by the board of directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the corporation to the
fullest extent of the provisions of this section with respect to the
indemnification and advancement of expenses of directors and officers of the
corporation.

                                   ARTICLE TEN

                A. Notwithstanding any other provisions of this Restated
Certificate of Incorporation or any provision of law, the corporation shall not,
following the closing of the initial public offering of the corporation's Common
Stock (the "IPO Date"), engage in any business combination with any interested
stockholder unless: (1) prior to the time that such stockholder became an
interested stockholder, but after the IPO Date, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder; (2) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder (provided that such transaction was consummated after the
IPO Date), the interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned (i)
by persons who are directors and also officers and (ii) employee stock plans in
which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer; or (3) at or subsequent to the time that such stockholder became an
interested stockholder, but after the IPO Date, the business combination is
approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66-2/3% of the outstanding voting stock which is not owned by the
interested stockholder.

                B. The restrictions contained in this Article Ten shall not
apply if:

                   (1) the corporation does not have a class of voting stock
that is (i) listed on a national securities exchange; (ii) authorized for
quotation on an The NASDAQ Stock Market; or (iii) held of record by more than
2,000 stockholders, unless any of the foregoing results from action taken,
directly or indirectly, by an interested stockholder or from a transaction in
which a person becomes an interested stockholder;

                   (2) a stockholder becomes an interested stockholder
inadvertently and (i) as soon as practicable divests itself of ownership of
sufficient shares so that the stockholder ceases to be an interested stockholder
and (ii) would not, at any time within the 3-year period immediately prior to a
business combination between the corporation and such


                                       5

<PAGE>   6
stockholder, have been an interested stockholder but for the inadvertent
acquisition of ownership; or

                   (3) the business combination is proposed prior to the
consummation or abandonment of and subsequent to the earlier of the public
announcement or the notice required hereunder of a proposed transaction which:
(i) constitutes one of the transactions described in the second sentence of this
paragraph; (ii) is with or by a person who either was not an interested
stockholder during the previous 3 years or who became an interested stockholder
during the previous 3 years or who became an interested stockholder with the
approval of the Corporation's board of directors; and (iii) is approved or not
opposed by a majority of the members of the board of directors then in office
(but not less than 1) who were directors prior to any person becoming an
interested stockholder after the IPO Date or were recommended for election or
elected to succeed such directors by a majority of such directors. The proposed
transactions referred to in the preceding sentence are limited to (x) a merger
or consolidation of the corporation (except for a merger in respect of which,
pursuant to section 251(f) of the Delaware General Corporation Law, no vote of
the stockholders of the corporation is required); (y) a sale, lease, exchange,
mortgage, pledge, transfer or their disposition (in one transaction or a series
of transactions), whether as part of a dissolution or otherwise, of assets of
the corporation or of any direct or indirect majority-owned subsidiary of the
corporation (other than to any direct or indirect wholly-owned subsidiary or to
the corporation) having an aggregate market value equal to 50% or more of either
the aggregate market value of all of the assets of the corporation determined on
a consolidated basis or the aggregate market value of all the outstanding stock
of the corporation; or (z) a proposed tender or exchange offer for 50% or more
of the outstanding voting stock of the corporation. The corporation shall give
not less than 20 days notice to all interested stockholders prior to the
consummation of any of the transactions described in clauses (x) or (y) of the
second sentence of this paragraph.

                C. As used in this Article Ten only, the term:

                   (1) "affiliate" means a person that directly, or indirectly
through one or more intermediates, controls, or is controlled by, or is under
common control with, another person.

                   (2) "associate," when used to indicate a relationship with
any person, means (i) any corporation, partnership, unincorporated association
or other entity of which such person is a director, officer or partner or is,
directly or indirectly, the owner of 20% or more of any class of voting stock,
(ii) any trust or other estate in which such person has at least a 20%
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity, and (iii) any relative or spouse of such person, or any
relative of such spouse, who has the same residence as such person or (iv) any
parent, sibling or child of such person and any sibling of a parent of such
person or any child of such sibling.


                                       6

<PAGE>   7
                   (3) "business combination," when used in reference to the
corporation and any interested stockholders, means:

                       (i) any merger or consolidation of the corporation or any
direct or indirect majority-owned subsidiary of the corporation with (A) the
interested stockholder, or (B) with any other corporation, partnership,
unincorporated association or other entity if the merger or consolidation is
caused by the interested stockholder and as a result of such merger or
consolidation subsection (a) of this Article Ten is not applicable to the
surviving corporation;

                       (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
except proportionately as a stockholder of the corporation, to or with the
interested stockholder, whether as part of a dissolution or otherwise, of assets
of the corporation or of any direct or indirect majority-owned subsidiary of the
corporation which assets have an aggregate market value equal to 10% or more of
either the aggregate market value of all the assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation;

                       (iii) any transaction which results in the issuance or
transfer by the corporation or by any direct or indirect majority-owned
subsidiary of the corporation of any stock of the corporation or of such
subsidiary to the interested stockholder, except (A) pursuant to the exercise,
exchange or conversion of securities exercisable for, exchangeable for or
convertible into stock of the corporation or any such subsidiary which
securities were outstanding prior to the later of (I) time that the interested
stockholder became such and (II) the IPO date, (B) pursuant to a merger under
Section 251(g) of the Delaware General Corporation Law, (C) pursuant to a
dividend or distribution paid or made, or the exercise, exchange or conversion
of securities exercisable for, exchangeable for or convertible into stock of the
corporation or any such subsidiary which security is distributed, pro rata to
all holders of a class or series of stock of such corporation subsequent to the
time the interested stockholder became such, (D) pursuant to an exchange offer
by the corporation to purchase stock made on the same terms to all holders of
said stock, or (E) any issuance or transfer of stock by the corporation;
provided, however, that in no case under (C)-(E) above shall there be an
increase in the interested stockholder's proportionate share of the stock of any
class or series of the corporation or of the voting stock of the corporation;

                       (iv) any transaction involving the corporation or any
direct or indirect majority-owned subsidiary of the corporation which has the
effect, directly or indirectly, of increasing the proportionate share of the
stock of any class or series, or securities convertible into the stock of any
class or series, of the corporation or of any such subsidiary which is owned by
the interested stockholder, except as a result of immaterial changes due to
fractional share adjustments or as a result of any purchase or redemption of any
shares of stock not caused, directly or indirectly, by the interested
stockholder; or


                                       7

<PAGE>   8
                       (v) any receipt by the interested stockholder of the
benefit, directly or indirectly (except proportionately as a stockholder of the
corporation) of any loans, advances, guarantees, pledges, or other financial
benefits (other than those expressly permitted in subparagraphs (i)-(iv) above)
provided by or through the corporation or any direct or indirect majority-owned
subsidiary.

                   (4) "control," including the terms "controlling," "controlled
by" and "under common control with," means the possession, directly or
indirectly , of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting stock, by
contract, or otherwise. A person who is the owner of 20% or more of the
outstanding voting stock of any corporation, partnership, unincorporated
association or entity shall be presumed to have control of such corporation, in
the absence of proof by a preponderance of the evidence to the contrary.
Notwithstanding the foregoing, a presumption of control shall not apply where
such person holds voting stock, in good faith and not for the purpose of
circumventing this Article Ten, as an agent, bank, broker, nominee, custodian or
trustee for one or more owners who do not individually or as a group have
control of such entity.

                   (5) "interested stockholder": means any person (other than
the corporation) that (i) is the owner of 15% or more of the outstanding voting
stock of the corporation, or (ii) is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an
interested stockholder, and the affiliates and associates of such person;
provided, however, that the term "interested stockholder" shall not include any
person whose ownership of shares in excess of the 15% limitation set forth
herein is the result of action taken solely by the corporation; provided that
such person shall be an interested stockholder if thereafter he acquires
additional shares of voting stock of the corporation, except as a result of
further corporate action not caused, directly or indirectly, by such person. For
the purpose of determining whether a person is an interested stockholder, the
voting stock of the corporation deemed to be outstanding shall include stock
deemed to be owned by the person through application of paragraph (9) of this
subsection but shall not include any other unissued stock of such corporation
which may be issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, warrants or options, or otherwise.

                   Notwithstanding the foregoing, in no event shall (a) (i)
Triarc Companies, Inc., Nelson Peltz, or Peter W. May or (ii) Consolidated Press
Holdings Limited, C.P. International Investments Limited, or Peter Stewart Nigel
Fraser, or any of their respective affiliates and associates (each, a
"Grandfathered Person"), be or become an interested stockholder so long as the
percentage of shares of voting stock of the corporation a Grandfathered Person
owns does not exceed the percentage of shares of voting stock it owned
immediately prior to the IPO Date plus one percent (1%) (the "Percentage")
(provided that a Grandfathered Person shall not be or become an interested
stockholder as a result of corporate action taken solely by the corporation that
causes the Grandfathered Person to


                                       8

<PAGE>   9
exceed the Percentage if thereafter the Grandfathered Person does not acquire
additional shares of voting stock of the corporation except as a result of
further corporate action taken by the corporation) or (b) a person who acquires
ownership of any of the shares of Common Stock owned by a Grandfathered Person,
or the affiliates or associates of any such person (other than pursuant to a
sale made (i) in a registered public offering, (ii) pursuant to Rule 144 under
the Securities Act of 1933, as amended, or (iii) through a normal brokerage
transaction or to a dealer in the securities), be or become an interested
stockholder solely by becoming the owner of such shares so long as any such
person, and its affiliates or associates, do not own more than the Percentage
plus one percent (1%) (the "Transferee Percentage") (provided that no such
person shall be or become an interested stockholder as a result of action taken
solely by the corporation that causes such person to exceed the Transferee
Percentage if thereafter the person does not acquire additional shares of voting
stock of the corporation except as a result of further corporate action taken by
the corporation).

                   (6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.

                   (7) "stock" shall mean, with respect to any corporation,
capital stock, and with respect to any other entity, any equity interest.

                   (8) "voting stock" means, with respect to any corporation,
stock of any class or series entitled to vote generally in the election of
directors, and with respect to any entity that is not a corporation, any equity
interest entitled to vote generally in the election of the governing body of
such entity.

                   (9) "owner" including the terms "own" and "owned" when used
with respect to any stock means a person that individually or with or through
any of its affiliates or associates:

                       (i) beneficially owns such stock, directly or indirectly;
or

                       (ii) has (A) the right to acquire such stock (whether
such right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise; provided,
however, that a person shall not be deemed the owner of stock tendered pursuant
to a tender or exchange offer made by such person or any of such person's
affiliates or associates until such tendered stock is accepted for purchase or
exchange; or (B) the right to vote such stock pursuant to any agreement,
arrangement or understanding; provided, however, that a person shall not be
deemed the owner of any stock because of such person's right to vote such stock
if the agreement, arrangement or understanding to vote such stock arises solely
from a revocable proxy or consent given in response to a proxy or consent
solicitation made to 10 or more persons; or

                       (iii) has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (B) of clause (ii) of this paragraph), or
disposing of such stock with any


                                       9

<PAGE>   10
other person that beneficially owns, or whose affiliates or associates
beneficially own, directly or indirectly, such stock.

                D. The corporation hereby elects not to be governed by Section
203 of the Delaware General Corporation Law.

                E. The corporation expressly denies the application of the
Arizona Corporate Takeover Laws, Arizona Revised Statutes Sections 10-2701
et seq., or any successor thereto.

                                 ARTICLE ELEVEN

                The corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by the Delaware General Corporation Law.

                IN WITNESS WHEREOF, MCM CAPITAL GROUP, INC., caused this
Restated Certificate of Incorporation to be signed by the undersigned duly
authorized officer who declares under penalty of perjury that the matters set

forth in the foregoing Restated Certificate of Incorporation are true and
correct to his knowledge.

Dated: June __, 1999.

                                    MCM CAPITAL GROUP, INC.


                                    By: ________________________________________
                                        Gregory G. Meredith
                                        Secretary


                                       10



<PAGE>   1

                                                                     Exhibit 3.2


                                     BYLAWS
                                       OF
                             MCM CAPITAL GROUP, INC.


                 I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION

              1.01. Certain References. Any reference herein made to law will be
deemed to refer to the law of the State of Delaware, including any applicable
provision of Chapter 1 of Title 8 of the Delaware Code, or any successor
statutes, as from time to time amended and in effect (sometimes referred to
herein as the "Delaware General Corporation Law"). Any reference herein made to
the corporation's Certificate will be deemed to refer to its Certificate of
Incorporation and all amendments thereto as at any given time on file with the
Delaware Secretary of State (any reference herein to that office being intended
to include any successor to the incorporating and related functions being
performed by that office at the date of the initial adoption of these Bylaws).
Except as otherwise required by law, the term "stockholder" as used herein shall
mean one who is a holder of record of shares of the corporation.

              1.02. Seniority. The law and the Certificate (in that order of
precedence) will in all respects be considered senior and superior to these
Bylaws, with any inconsistency to be resolved in favor of the law and such
Certificate (in
 that order of precedence), and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

              1.03. Computation of Time. The time during which an act is
required to be done, including the time for the giving of any required notice
herein, shall be computed by excluding the first day or hour, as the case may
be, and including the last day or hour.

                                   II. OFFICES

              2.01. Principal Office. The principal office or place of business
of the corporation in the State of Delaware shall be the registered office of
the corporation in the State of Delaware. The corporation may change its
registered office from time to time in accordance with the relevant provisions
of the Delaware General Corporation Law. The corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.

<PAGE>   2
                                III. STOCKHOLDERS

              3.01. Annual Stockholder Meeting. The annual meeting of
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality vote
members of the Board of Directors and transact such other business as may
properly be brought before the meeting.

              3.02. Special Stockholder Meetings. Unless otherwise prescribed by
law or by the Certificate of Incorporation, special meetings of stockholders,
for any purpose or purposes, may be called by the Chairman of the Board or the
President, and shall be called by the President or the Secretary upon a written
request signed by at least three members of the Board of Directors, or of the
holders of at least a majority of the issued and outstanding shares of capital
stock entitled to vote thereat. Any such written request by stockholders shall
state the purpose or purposes of the proposed meeting, and business to be
transacted at any such meeting shall be confined to the purposes stated in the
notice thereof and to such additional matters as the chairman of the meeting may
rule to be germane to such purposes.

              3.03. Notice of Stockholders Meetings.

                           (a) Required Notice. Except as otherwise allowed or
required by law, written notice stating the place, day and hour of any annual or
special stockholders meeting shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to
vote at such meeting and to any other stockholder entitled to receive notice of
the meeting by law or the Certificate. Such notice may be given either
personally or by sending a copy thereof through the mail, by telegraph, by
private delivery service (including overnight courier), or by facsimile
transmission, charges prepaid, to each stockholder at his/her address as it
appears on the records of the corporation. If the notice is sent by mail, by
telegraph or by private delivery service, it shall be deemed to have been given
to the person entitled thereto when deposited in the United States mail or with
a telegraph office or private delivery service for transmission to such person.
If the notice is sent by facsimile transmission, it shall be deemed to have been
given upon transmission, if transmission occurs on a business day before 5:00
p.m. at the place of receipt, and upon the business day following transmission,
if transmission occurs after 5:00 p.m.

                           (b) Adjourned Meeting. If any stockholders meeting is
adjourned to a different date, time, or place, notice need not be given of the
new date, time, and place, if the new date, time, and place are announced at the
meeting at which the adjournment is taken. But if the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, then notice of the adjourned meeting shall be given
to each stockholder of record entitled to such notice pursuant to Section
3.03(a) above.

                           (c) Waiver of Notice. Any stockholder may waive
notice of a meeting (or any notice of any other action required to be given by
the Delaware General Corporation Law,

                                       -2-

<PAGE>   3
the corporation's Certificate, or these Bylaws), at any time before, during, or
after the meeting or other action, by a writing signed by the stockholder
entitled to the notice. Each such waiver shall be delivered to the corporation
for inclusion in the minutes or filing with the corporate records. Attendance of
a stockholder at a meeting shall constitute a waiver of notice of the meeting,
except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

                           (d) Contents of Notice. The notice of each special
stockholders meeting shall include a description of the purpose or purposes for
which the meeting is called. Except as required by law or the corporation's
Certificate, the notice of an annual stockholders meeting need not include a
description of the purpose or purposes for which the meeting is called.

              3.04. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may fix a date as the record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors. In the case of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, such record date shall not be more than
sixty (60) days nor less than ten (10) days prior to the date of such meeting.
In the case of determining stockholders entitled to consent to corporate action
in writing without a meeting, the record date shall not be more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. In the case of determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the record date shall be not more than sixty (60) days prior to such action. If
no record date is so fixed by the Board of Directors, the record date for the
determination of stockholders shall be as provided in the Delaware General
Corporation Law.

                  When a determination of stockholders entitled to notice of or
to vote at any meeting of stockholders has been made as provided in this
Section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date.

              3.05. Stockholder List. The officer who has charge of the stock
ledger of the corporation shall make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address and the
number of shares held by each. The stockholder list shall be available for
inspection by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting at a place within the city where the meeting is to be held, which place
shall be specified in the meeting notice, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. Except as otherwise provided by
law, failure to comply with this section shall not affect the validity of any
action taken at the meeting.

                                       -3-

<PAGE>   4
                  3.06. Stockholder Quorum and Voting Requirements. Unless
otherwise provided in the Certificate or these Bylaws or required by law,

                           (a) a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at a
meeting of stockholders;

                           (b) in all matters other than the election of
directors, the affirmative vote of the majority of shares voting for or against
the subject matter shall be the act of the stockholders;

                           (c) directors shall be elected by a plurality of the
votes cast at the meeting; and

                           (d) where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class.

                  Except as provided below, voting will be by ballot on any
question as to which a ballot vote is demanded prior to the time the voting
begins by any person entitled to vote on such question; otherwise, a voice vote
will suffice. Unless otherwise provided in the Certificate, all elections of
directors will be by written ballot. No ballot or change of vote will be
accepted after the polls have been declared closed following the ending of the
announced time for voting.

              3.07. Proxies. At all meetings of stockholders, a stockholder may
vote in person or by proxy duly executed in writing by the stockholder or the
stockholder's duly authorized attorney-in-fact. Such proxy shall comply with law
and shall be filed with the Secretary of the corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in the proxy. The burden of proving the validity of any
undated, irrevocable, or otherwise contested proxy at a meeting of the
stockholders will rest with the person seeking to exercise the same. A facsimile
appearing to have been transmitted by a stockholder or by such stockholder's
duly authorized attorney-in-fact may be accepted as a sufficiently written and
executed proxy.

              3.08. Voting of Shares. Unless otherwise provided in the
Certificate or the Delaware General Corporation Law, each outstanding share
entitled to vote shall be entitled to one (1) vote upon each matter submitted to
a vote at a meeting of stockholders.

              3.09. Election Inspectors. The Board of Directors, in advance of
any meeting of the stockholders, may appoint an election inspector or inspectors
to act at such meeting (and at any adjournment thereof). If an election
inspector or inspectors are not so appointed, the chairman of the meeting may,
or upon request of any person entitled to vote at the meeting will, make such
appointment. If any person appointed as an inspector fails to appear or to act,
a substitute may be

                                       -4-

<PAGE>   5
appointed by the chairman of the meeting. If appointed, the election inspector
or inspectors (acting through a majority of them if there be more than one) will
determine the number of shares outstanding, the authenticity, validity, and
effect of proxies, the credentials of persons purporting to be stockholders or
persons named or referred to in proxies, and the number of shares represented at
the meeting in person and by proxy; will receive and count votes, ballots, and
consents and announce the results thereof; will hear and determine all
challenges and questions pertaining to proxies and voting; and, in general, will
perform such acts as may be proper to conduct elections and voting with complete
fairness to all stockholders. No such election inspector need be a stockholder
of the corporation.

              3.10. Organization and Conduct of Meetings. Each meeting of the
stockholders will be called to order and thereafter chaired by the Chairman of
the Board of Directors if there is one, or, if not, or if the Chairman of the
Board is absent or so requests, then by the President, or if both the Chairman
of the Board and the President are unavailable, then by such other officer of
the corporation or such stockholder as may be appointed by the Board of
Directors. The corporation's Secretary or in his or her absence, an Assistant
Secretary will act as secretary of each meeting of the stockholders. If neither
the Secretary nor an Assistant Secretary is in attendance, the chairman of the
meeting may appoint any person (whether a stockholder or not) to act as
secretary for the meeting. After calling a meeting to order, the chairman
thereof may require the registration of all stockholders intending to vote in
person and the filing of all proxies with the election inspector or inspectors,
if one or more have been appointed (or, if not, with the secretary of the
meeting). After the announced time for such filing of proxies has ended, no
further proxies or changes, substitutions, or revocations of proxies will be
accepted. If directors are to be elected, a tabulation of the proxies so filed
will, if any person entitled to vote in such election so requests, be announced
at the meeting (or adjournment thereof) prior to the closing of the election
polls. Absent a showing of bad faith on his or her part, the chairman of a
meeting will, among other things, have absolute authority to fix the period of
time allowed for the registration of stockholders and the filing of proxies, to
determine the order of business to be conducted at such meeting, and to
establish reasonable rules for expediting the business of the meeting and
preserving the orderly conduct thereof (including any informal, or question and
answer portions thereof).

              3.11. Stockholder Approval or Ratification. The Board of Directors
may submit any contract or act for approval or ratification of the stockholders
at a duly constituted meeting of the stockholders. Except as otherwise required
by law, if any contract or act so submitted is approved or ratified by a
majority of the votes cast thereon at such meeting, the same will be valid and
as binding upon the corporation and all of its stockholders as it would be if it
were the act of its stockholders.

              3.12. Informalities and Irregularities. All informalities or
irregularities in any call or notice of a meeting of the stockholders or in the
areas of credentials, proxies, quorums, voting, and similar matters, will be
deemed waived if no objection is made at the meeting.

                                       -5-

<PAGE>   6
              3.13. Stockholder Action by Written Consent. Any action required
or permitted to be taken at a meeting of the stockholders may be taken without a
meeting if one (1) or more consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Each consent shall bear the date of signature of each stockholder who
signs the consent. The consents shall be delivered to the corporation in
accordance with law for inclusion in the minutes or filing with the corporate
record. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented to the action.

                  3.14. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the corporation. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders (a) by or at the
direction of the Board of Directors (or any duly authorized commit tee thereof)
or (b) by any stockholder of the corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 3.14 and on
the record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 3.14.

         In addition to any other applicable requirements, for a nomination to
be made by a stock holder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the corporation, as
prescribed below.

         No person shall be elected to the Board of Directors of this
corporation at an annual meeting of the stockholders, or at a special meeting
called for that purpose, unless, with respect to a person nominated by a
stockholder of the corporation, a written notice of nomination of such person by
the stockholder shall have been received by the Secretary of the corporation not
earlier than one hundred and twenty (120) days and not later than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting
if an annual meeting, or seven (7) days after notice of the meeting is mailed to
stockholders if a special meeting. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the corporation entitled to vote at such
meeting (including the number of shares of stock of the corporation owned
beneficially or of record by such stockholder and the nominee or nominees) and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholders and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the corporation if so elected.

                                       -6-

<PAGE>   7
                  No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 3.14. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.

                  Notwithstanding compliance with the foregoing provisions, the
Board of Directors shall not be obligated to include information as to any
stockholder nominee for director in any proxy statement or other communication
sent to stockholders.

                  3.15. Business at Annual Meetings. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the corporation (i) who is a stock holder of record on the date
of the giving of the notice provided for in this Section 3.15 and on the record
date for the determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this
Section 3.15.

                  In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation.

                  To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Company not earlier than one hundred and twenty (120) days and not later than
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.

                  To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
corporation that are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business

                                       -7-

<PAGE>   8
and (v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

                  No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 3.15, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 3.15 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

                             IV. BOARD OF DIRECTORS

              4.01. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors.

              4.02. Number, Tenure, and Qualification of Directors. Unless
otherwise provided in the Certificate, the authorized number of directors shall
be not less than one nor more than nine. The number of directors in office from
time to time shall be within the limits specified above, as prescribed initially
in the Certificate, or by the incorporator or incorporators of the corporation,
or by the initial director or directors of the corporation and thereafter as
prescribed from time to time by resolution adopted by either the stockholders or
by the Board of Directors upon the affirmative vote of at least two-thirds of
the directors then in office. The Board of Directors, upon the affirmative vote
of at least two-thirds of the directors then in office, shall have the power to
increase or decrease its size within the aforesaid limits and to fill any
vacancies that may occur in its membership, whether resulting from an increase
in the size of the Board or otherwise. Each director shall hold office until his
or her successor shall have been duly elected and qualified or until his or her
earlier resignation or removal. Unless required by the Certificate, directors do
not need to be residents of the State of Delaware or stockholders of the
corporation.

              4.03. Regular Meetings of the Board of Directors. A regular annual
meeting of the Board of Directors is to be held as soon as practicable after the
adjournment of each annual meeting of the stockholders, either at the place of
the stockholders meeting or at such other place as the directors elected at the
stockholders meeting may have been informed of at or prior to the time of their
election. Additional regular meetings may be held at regular intervals at such
places and at such times as the Board of Directors may determine.

              4.04. Special Meetings of the Board of Directors. Special meetings
of the Board of Directors may be held whenever and wherever called for by the
Chairman of the Board, the President, or the number of directors that would be
required to constitute a quorum.

                                       -8-

<PAGE>   9
              4.05. Notice of, and Waiver of Notice for, Directors Meetings. No
notice need be given of regular meetings of the Board of Directors. Notice of
the time and place (but not necessarily the purpose or all of the purposes) of
any special meeting will be given to each director in person or by telephone, or
via mail or facsimile transmission. Notice to any director of any such special
meeting will be deemed given sufficiently in advance when (i), if given by mail,
the same is deposited in the United States mail at least four (4) days before
the meeting date, with postage thereon prepaid, (ii), if given by facsimile
transmission, the same is transmitted at least 24 hours prior to the convening
of the meeting, or (iii), if personally delivered (including by overnight
courier) or given by telephone, the same is handed, or the substance thereof is
communicated over the telephone to the director or to an adult member of his or
her office staff or household, at least 24 hours prior to the convening of the
meeting. Any director may waive notice of any meeting and any adjournment
thereof at any time before, during, or after it is held, as provided by law.
Except as provided in the next sentence below, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

              4.06. Director Quorum. A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, unless the Certificate requires a greater
number.

              4.07. Directors, Manner of Acting.

                           (a) The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Certificate or these Bylaws require a greater
percentage and except as otherwise required by law.

                           (b) Unless the Certificate provides otherwise, any or
all directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, conference telephone or similar communications
equipment by means of which all persons participating in the meeting may hear
each other, in which case any required notice of such meeting may generally
describe the arrangements (rather than or in addition to the place) for the
holding thereof. A director participating in a meeting by this means is deemed
to be present in person at the meeting.

                           (c) A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless: (1) the
director objects at the beginning of the meeting (or promptly upon his/her
arrival) to holding it or transacting business at the meeting; or (2) his/her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (3) he/she delivers written notice of his/her dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation before 5:00 p.m. on the next business day after the meeting. The
right of dissent or abstention is not available to a director who votes in favor
of the action taken.

                                       -9-

<PAGE>   10
              4.08. Director Action Without a Meeting. Unless the Certificate
provides otherwise, any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if the action is taken by
unanimous written consent of the Board of Directors as evidenced by one (1) or
more written consents describing the action taken, signed by each director and
filed with the minutes or proceedings of the Board of Directors.

              4.09. Removal of Directors by Stockholders. Except as limited by
law, to the extent provided in the Certificate, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of two-thirds
of the shares entitled to vote at an election of directors.

              4.10. Board of Director Vacancies. Unless the Certificates
provides otherwise and except as otherwise provided by law, any vacancy or newly
created directorship may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.

              4.11. Director Compensation. Unless otherwise provided in the
Certificate, by resolution of the Board of Directors, each director may be paid
his/her expenses, if any, of attendance at each meeting of the Board of
Directors or any committee thereof, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or any
committee thereof, or both. No such payment shall preclude any director from
serving the corporation in any capacity and receiving compensation therefor.

              4.12. Director Committees.

                           (a) Creation of Committees. Unless the Certificate
provides otherwise, the Board of Directors may create one (1) or more committees
and appoint members of the Board of Directors to serve on them. Each committee
shall have one (1) or more members, who serve at the pleasure of the Board of
Directors.

                           (b) Selection of Members. The creation of a committee
and appointment of members to it shall be approved by the greater of (1)
two-thirds of all the directors in office when the action is taken or (2) the
number of directors required by the Certificate to take such action. The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he/she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

                           (c) Required Procedures. Sections 4.03 through 4.08
of this Article IV, which govern meetings, action without meetings, notice and
waiver of notice, and quorum and voting requirements of the Board of Directors,
apply to committees and their members.

                                      -10-

<PAGE>   11
                           (d) Authority. Unless limited by the Certificate and
except to the extent limited by law, each committee may exercise those aspects
of the authority of the Board of Directors which the Board of Directors confers
upon such committee in the resolution creating the committee.

              4.13. Director Resignations. Any director or committee member may
resign from his or her office at any time by written notice delivered to the
corporation as required by law. Any such resignation will be effective upon its
receipt unless some later time is therein fixed, and then from that time. The
acceptance of a resignation will not be required to make it effective.

              4.14. Interested Directors. No contract or transaction between
the corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such director's vote
is counted for such purpose if (i) the material facts as to such director's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
such director's relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   V. OFFICERS

              5.01. Number of Officers. The officers of the corporation shall be
a President, a Secretary, and a Treasurer, each of whom shall be appointed by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary, including any Vice Presidents, may be appointed by the Board
of Directors. If specifically authorized by the Board of Directors, an officer
may appoint one (1) or more other officers or assistant officers. The same
individual may simultaneously hold more than one (1) office in the corporation.

              5.02. Appointment and Term of Office. The officers of the
corporation shall be appointed by the Board of Directors for a term as
determined by the Board of Directors. The designation of a specified term grants
to the officer no contract rights, and the Board of Directors can remove the
officer at any time prior to the termination of such term. If no term is
specified, an officer of the corporation shall hold office until he or she
resigns, dies, or until he or she is removed in the manner provided by law or in
Section 5.03 of this Article V. The regular election or

                                      -11-

<PAGE>   12
appointment of officers will take place at each annual meeting of the Board of
Directors, but elections of officers may be held at any other meeting of the
Board.

              5.03. Resignation and Removal of Officers. An officer may resign
at any time by delivering written notice to the corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date or event. Any officer may be removed by the Board of Directors at
any time, with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Appointment of an officer
shall not of itself create contract rights.

              5.04. Duties of Officers. Officers of the corporation shall have
authority to perform such duties as may be prescribed from time to time by law,
in these Bylaws, or by the Board of Directors, the President, or the superior
officer of any such officer. Each officer of the corporation (in the order
designated herein or by the Board) will be vested with all of the powers and
charged with all of the duties of his or her superior officer in the event of
such superior officer's absence, death, or disability.

              5.05. Bonds and Other Requirements. The Board of Directors may
require any officer to give bond to the corporation (with sufficient surety and
conditioned for the faithful performance of the duties of his or her office) and
to comply with such other conditions as may from time to time be required of him
or her by the Board of Directors.

              5.06. President. Unless otherwise specified by resolution of the
Board of Directors, the President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall
supervise and control all of the business and affairs of the corporation and the
performance by all of its other officers of their respective duties and in
general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
The President shall, when present, and in the absence of a Chairman of the
Board, preside at all meetings of the stockholders and of the Board of
Directors. The President will be a proper officer to sign on behalf of the
corporation any deed, bill of sale, assignment, option, mortgage, pledge, note,
bond, evidence of indebtedness, application, consent (to service of process or
otherwise), agreement, indenture, contract, or other instrument, except in each
such case where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed.
The President may represent the corporation at any meeting of the stockholders
or members of any other corporation, association, partnership, joint venture, or
other entity in which the corporation then holds shares of capital stock or has
an interest, and may vote such shares of capital stock or other interest in
person or by proxy appointed by him or her, provided that the Board of Directors
may from time to time confer the foregoing authority upon any other person or
persons.

              5.07. The Vice-President. If appointed, in the absence of the
President or in the event of his/her death or disability, the Vice-President (or
in the event there be more than one Vice-

                                      -12-

<PAGE>   13
President, the Vice-Presidents in the order designated at the time of their
election, or in the absence of any such designation, then in the order of their
appointment) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. If there is no Vice-President or in the event of the death or
disability of all Vice-Presidents, then the Treasurer shall perform such duties
of the President in the event of his or her absence, death, or disability. Each
Vice-President will be a proper officer to sign on behalf of the corporation any
deed, bill of sale, assignment, option, mortgage, pledge, note, bond, evidence
of indebtedness, application, consent (to service of process or otherwise),
agreement, indenture, contract, or other instrument, except in each such case
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed. Any
Vice-President may represent the corporation at any meeting of the stockholders
or members of any other corporation, association, partnership, joint venture, or
other entity in which the corporation then holds shares of capital stock or has
an interest, and may vote such shares of capital stock or other interest in
person or by proxy appointed by him or her, provided that the Board of Directors
may from time to time confer the foregoing authority upon any other person or
persons. A Vice-President shall perform such other duties as from time to time
may be assigned to him/her by the President or by the Board of Directors.

              5.08. The Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the stockholders and of the Board of Directors and any
committee of the Board of Directors and all unanimous written consents of the
stockholders, Board of Directors, and any committee of the Board of Directors in
one (1) or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records and of any seal of the
corporation; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the address of each stockholder which shall
be furnished to the Secretary by such stockholder; and (f) in general perform
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him/her by the President or by the Board of
Directors. Except as may otherwise be specifically provided in a resolution of
the Board of Directors, the Secretary will be a proper officer to take charge of
the corporation's stock transfer books and to compile the voting record pursuant
to Section 3.05 above, and to impress the corporation's seal, if any, on any
instrument signed by the President, any Vice President, or any other duly
authorized person, and to attest to the same. In the absence of the Secretary, a
secretary pro tempore may be chosen by the directors or stockholders as
appropriate to perform the duties of the Secretary.

              5.09. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such bank, trust companies, or other depositories as shall be
selected by the Board of Directors or any proper officer; (c) keep full and
accurate accounts of receipts and disbursements in books and records of the
corporation; and (d) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to

                                      -13-

<PAGE>   14
him/her by the President or by the Board of Directors. The Treasurer will render
to the President, the directors, and the stockholders at proper times an account
of all his or her transactions as Treasurer and of the financial condition of
the corporation. The Treasurer shall be responsible for preparing and filing
such financial reports, financial statements, and returns as may be required by
law.

              5.10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and the Assistant Treasurers, when authorized by the Board
of Directors, may sign with the President or a Vice-President certificates for
shares of the corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.

              5.11. Chairman of the Board. The Board of Directors may elect a
Chairman to serve as a general executive officer of the corporation, and, if
specifically designated as such by the Board of Directors, as the chief
executive officer of the corporation. If elected, the Chairman will preside at
all meetings of the Board of Directors and be vested with such other powers and
duties as the Board of Directors may from time to time delegate to him or her.

              5.12. Salaries. The salaries of the officers of the corporation
may be fixed from time to time by the Board of Directors or (except as to the
President's own) left to the discretion of the President. No officer will be
prevented from receiving a salary by reason of the fact that he or she is also a
director of the corporation.

              5.13. Additional Appointments. In addition to the officers
contemplated in this Article V, the Board of Directors may appoint other agents
of the corporation with such authority to perform such duties as may be
prescribed from time to time by the Board of Directors.

                 VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

              6.01. Certificates for Shares.

                           (a) Content. Certificates representing shares of the
corporation shall, at a minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the State of Delaware, the
name of the person to whom issued, and the number and class of shares and the
designation of the series, if any, the certificate represents. Such certificates
shall be signed (either manually or by facsimile to the extent allowable by law)
by any of the Chairman of the Board, the President, or any Vice-President and by
the Secretary or any assistant secretary or the Treasurer or any assistant
treasurer of the corporation, and may be sealed with a corporate seal or a
facsimile thereof. Each certificate for shares shall be consecutively numbered
or otherwise identified and will exhibit such information as may be required by
law. If a supply of unissued certificates bearing the facsimile signature of a
person remains when that person ceases to hold the office of the corporation
indicated on such certificates or ceases to be the transfer agent or registrar

                                      -14-

<PAGE>   15
of the corporation, they may still be issued by the corporation and
countersigned, registered, issued, and delivered by the corporation's transfer
agent and/or registrar thereafter, as though such person had continued to hold
the office indicated on such certificate.

                           (b) Legend as to Class or Series. If the corporation
is authorized to issue different classes of shares or different series within a
class, the powers, designations, preferences, and relative, participating,
optional, or other special rights applicable to each class or series and the
qualifications, limitations, or restrictions of such preference and/or rights
shall be set forth in full or summarized on the front or back of each
certificate as required by law. Alternatively, each certificate may state on its
front or back that the corporation will furnish a stockholder this information
on request and without charge.

                           (c) Stockholder List. The name and address of the
person to whom shares are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.

                           (d) Lost Certificates. In the event of the loss,
theft, or destruction of any certificate representing shares of the corporation
or of any predecessor corporation, the corporation may issue (or, in the case of
any such shares as to which a transfer agent and/or registrar have been
appointed, may direct such transfer agent and/or registrar to countersign,
register, and issue) a new certificate, and cause the same to be delivered to
the registered owner of the shares represented thereby; provided that such owner
shall have submitted such evidence showing the circumstances of the alleged
loss, theft, or destruction, and his, her, or its ownership of the certificate,
as the corporation considers satisfactory, together with any other facts that
the corporation considers pertinent; and further provided that, if so required
by the corporation, the owner shall provide a bond or other indemnity in form
and amount satisfactory to the corporation (and to its transfer agent and/or
registrar, if applicable).

              6.02. Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the corporation will be
entitled to treat the registered owner of any share of the capital stock of the
corporation as the absolute owner thereof and, accordingly, will not be bound to
recognize any beneficial, equitable, or other claim to, or interest in, such
share on the part of any other person, whether or not it has notice thereof,
except as may expressly be provided by applicable law, including as may be
contemplated by Title 6, Subtitle I, Article 8 of the Delaware code (or any
comparable successor statutes), as in effect from time to time.

              6.03. Shares Without Certificates. The Board of Directors may
authorize the issuance of uncertificated shares by the corporation and may
prescribe procedures for the issuance


                                      -15-

<PAGE>   16
and registration of transfer thereof and with respect to such other matters as
the Board of Directors shall deem necessary or appropriate.

                               VII. DISTRIBUTIONS

              7.01. Distributions. Subject to such restrictions or requirements
as may be imposed by applicable law or the corporation's Certificate or as may
otherwise be binding upon the corporation, the Board of Directors may from time
to time declare, and the corporation may pay or make, dividends or other
distributions to its stockholders.

                              VIII. CORPORATE SEAL

              8.01. Corporate Seal. The Board of Directors may provide for a
corporate seal of the corporation that will have inscribed thereon any
designation including the name of the corporation, Delaware as the state of
incorporation, the year of incorporation, and the words "Corporate Seal."

                                 IX. AMENDMENTS

              9.01. Amendments. If the Certificate so provides, the
corporation's Board of Directors may amend or repeal the corporation's Bylaws
unless the Certificate or the Delaware General Corporation Law reserve any
particular exercise of this power exclusively to the stockholders in whole or
part; provided, that any amendment of the corporation's Bylaws that revises the
requirement in Section 4.02 and/or Section 4.12 for an affirmative vote of at
least two-thirds of the corporation's directors then in office shall require the
affirmative vote of at least two-thirds of the corporation's directors then in
office.. The corporation's stockholders may amend or repeal the corporation's
Bylaws by the affirmative vote of the holders of at least two-thirds of the
issued and outstanding capital stock of the corporation entitled to vote
thereon, even though the Bylaws may also be amended or repealed by its Board of
Directors.


                                      -16-




<PAGE>   1
                                                                       Exhibit 5

                       [SNELL & WILMER L.L.P. LETTERHEAD]






                                  June 11, 1999

MCM Capital Group, Inc.
500 West First Street
Hutchinson, Kansas 67501

         Re:      REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-77483)

Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-1, File No.
333-77483, including amendments and exhibits thereto (the "Registration
Statement"), for the proposed offer and sale by MCM Capital Group, Inc. (the
"Company") and certain stockholders of the Company (the "Selling Stockholders"),
of up to 5,750,000 shares of the Common Stock of the Company, including 750,000
of such shares which may be sold pursuant to an underwriters' over-allotment
option (the "Shares"), we are of the opinion that:

         1.       at such time as (i) the registration or qualification
                  provisions of the Securities Act of 1933, as amended, and such
                  "Blue Sky" and securities laws as may be applicable have been
                  complied with, (ii) the proposed form of Underwriting
                  Agreement is duly executed and delivered by the parties
                  thereto, and (iii) the certificates representing the Shares to
                  be sold by the Company have been duly executed by the Company,
                  countersigned and registered by the transfer agent/registrar,
                  and delivered against payment therefor as contemplated in
 the
                  Registration Statement and in accordance with the terms of the
                  Underwriting Agreement, the Shares to be sold by the Company
                  will be legally issued, fully paid, and nonassessable; and

<PAGE>   2
June 11, 1999
MCM Capital Group, Inc.
Page 2

         2.       the Shares being sold by the Selling Stockholders are legally
                  issued, fully paid, and nonassessable.

         In rendering this opinion, we have reviewed and relied upon such
documents and records of the Company as we have deemed necessary and have
assumed the following:

                  (i) the genuineness of all signatures and the authenticity of
documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as copies;

                  (ii) the accuracy and completeness of Company records; and

                  (iii) the completion of the merger of Midland Corporation of
Kansas, a Kansas corporation, with and into the Company in accordance with the
terms thereof and applicable law.

         The opinions expressed herein are limited solely to the laws of the
State of Delaware.

         The opinions expressed herein are based upon the law and other matters
in effect on the date hereof, and we assume no obligation to revise or
supplement this opinion should such law be changed by legislative action,
judicial decision, or otherwise, or should any facts or other matters upon which
we have relied be changed.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the use of our name in the Registration Statement
and to the discussion of our opinion in the prospectus included in the
Registration Statement.


                                                     Very truly yours,

                                                     SNELL & WILMER L.L.P.




<PAGE>   1
                                                                   Exhibit 10.7

                         MIDLAND CREDIT MANAGEMENT, INC.
                              500 WEST FIRST STREET
                            HUTCHINSON, KANSAS 67504





                                                              June 9, 1999



Mr. R. Brooks Sherman
324 Nassau St. SE
Cedar Rapids, IA  52403


Dear Mr. Sherman:

                  It is with great pleasure that we hereby confirm your
employment as Executive Vice President and Chief Financial Officer of Midland
Credit Management, Inc. (the "Company"), on the terms and conditions set forth
in this letter and in the attached term sheet (the "Term Sheet"). During the
term of your employment with the Company you shall also serve as Executive Vice
President and Chief Financial Officer of Midland Corporation of Kansas, the
parent company of Midland Credit Management, Inc. ("MCK"), MCM Capital Group
Inc. ("MCMC") and Midland Financial Services, Inc., wholly owned subsidiaries of
MCK, and of any successor to the Company.

                  This letter agreement, which includes the Annexes hereto,
contains the entire agreement between the parties with respect to the matters
covered herein and supersedes all prior agreements, written or oral, with
respect thereto. This letter agreement may only be amended, superseded,
canceled, extended or renewed and the terms hereof waived, only by a written
instrument signed by the parties hereto, or in the case
 of a waiver, by the
party waiving compliance.

                  You will report to the Chief Executive Officer and the Board
of Directors of the Company (the "Board") and your duties will be performed
primarily at the Company's offices in Phoenix, Arizona. You acknowledge that the
Company's principal executive offices are currently located in Hutchinson,
Kansas and that you will need to spend time at such offices on a regular basis.
The Company shall furnish sufficient facilities, services, staffing and
assistance to enable you to perform your duties hereunder. The term of your
employment shall continue through the first anniversary of the date hereof,
provided that such term shall be automatically extended for successive one year

<PAGE>   2
periods unless either you or the Company gives written notice to the other, at
least ninety (90) calendar days before such extension is to take effect, that
they do not wish the term to be extended. This Agreement may be terminated prior
to the expiration of the original term, or any extension thereof: (i) in the
event that you shall die; (ii) in the event that you shall become Disabled (for
purposes of this clause (ii), "Disabled" shall mean that you shall have failed,
due to illness or other physical or mental incapacity, to render services of the
character contemplated by this Agreement for an aggregate of more than ninety
(90) calendar days during any twelve (12) month period); (iii) for Cause (as
hereafter defined); or (iv) in the event that you give written notice to the
Company of your resignation.

                  For purposes of this letter agreement "Cause" means: (i)
commission of any act of fraud or gross negligence by you in the course of your
employment hereunder which, in the case of gross negligence, has a materially
adverse effect on the business or condition (financial or otherwise) of the
Company or any of its subsidiaries or affiliates; (ii) willful material
misrepresentation at any time by you to the Chief Executive Officer, the Board,
or any of MCM Holding Company LLC, C.P. International Investments Limited or
their affiliates (collectively, the "Principal Stockholders"); (iii) willful
failure or refusal to comply with any of your material obligations hereunder or
to comply with a reasonable and lawful instruction of the Board; (iv) engagement
by you in any conduct or the commission by you of any act which is, in the
reasonable opinion of the Board, materially injurious or detrimental to the
substantial interest of any of the Principal Stockholders, MCK or the Company;
(v) indictment for any felony involving fraud or moral turpitude, or conviction
of any felony, whether of the United States or any state thereof or any similar
foreign law to which you may be subject; (vi) any failure to substantially
comply with any written rules, regulations, policies or procedures of the
Company furnished to you which, if not complied with, could reasonably be
expected to have a material adverse effect on the business of the Company or any
of its subsidiaries or affiliates; or (vii) any willful failure to comply with
the Company's, or any of its subsidiaries' or affiliates' policies regarding
insider trading; provided, however, that in the case of clause (vi) of the
definition of "Cause" set forth in this paragraph, if your failure or refusal
referred to therein is curable by you, then "Cause" shall not be deemed to exist
unless you fail or refuse to so cure within three (3) business days of your
receipt from the Company of a request for such cure and such request to cure is
the first such request delivered under this paragraph. A decision by the Company
to deliver the notice referred to in the third sentence of the third paragraph
of this letter agreement shall not constitute "Cause".

                  In the event of termination of your employment by the Company
(i) for reasons other than those set forth in clauses (i) - (iv) of the third
paragraph of this letter agreement, or (ii) as a result of a decision by the
Company to deliver the notice referred to in the fourth sentence of the third
paragraph of this letter agreement, the Company shall pay to you a sum equal to
your annual base rate of salary in effect as of the effective date of such
termination, payable in semi-monthly installments commencing with the month
after such termination until the eighteen (18) month anniversary of such
termination. In 

<PAGE>   3
addition, in such event, you will be entitled, (i) to receive a pro rata portion
of your annual bonus for the portion of the calendar year that you worked for
the Company prior to such termination of employment, and (ii) if you are
currently enrolled in the Company's health and medical plans, you and your
family members may continue this coverage under the provisions of "COBRA", the
cost of such coverage to be allocated between you and the Company in a manner
consistent with the allocation of health and medical coverage costs applicable
to other active Company executive officers. The parties agree that you shall not
be obligated to mitigate damages by seeking other employment and any earnings
from subsequent employment shall not reduce the amounts payable by the Company
under this paragraph and the following paragraph; provided, however, that in
consideration of the monies to be paid and the benefits to be provided to you,
you agree to execute and deliver to the Company on or before any payment by the
Company a release substantially in the form of Annex B hereto, failing which,
except to the extent required by law, the Company shall be relieved of all of
its obligations hereunder. Upon any termination of your employment with the
Company, you will return to the Company, all Company/or its subsidiary-owned
property, such as credit cards, computers, faxes, pagers, cellular phones,
files, etc.

         You shall have the absolute right to resign as an officer and employee
of the Company within twelve (12) months following a Change in Control (as
hereinafter defined) if a Triggering Event (as hereinafter defined) occurs
during the term of your employment hereunder and to receive, commencing on the
date of such termination, the same payments and other benefits to which you
would have been entitled had the Company terminated your employment without
Cause. For purposes of this letter agreement, "Triggering Event" shall mean: (i)
a material alteration of your duties, authority, title or compensation following
a Change in Control or (ii) without your consent, relocation to a work situs not
in Phoenix, Arizona following a Change in Control. For the purposes of this
letter agreement, the term "Change in Control" shall mean: (i) the acquisition
by any person of fifty percent (50%) or more of the combined voting power of the
Company (or any direct or indirect parent corporation) or MCK's outstanding
securities entitled to vote generally in the election of directors; (ii) a
majority of the Directors of the Company (or any direct or indirect parent
corporation) or MCK, being individuals who are not nominated by the Board of
Directors of the Company (or any direct or indirect parent corporation) or MCK,
as the case may be; or (iii) Nelson Peltz, Peter May, Triarc Companies, Inc. or
any person affiliated with such persons own in the aggregate less than 5% of the
combined voting power of the Company (or any direct or indirect parent
corporation). Notwithstanding clauses (i) and (ii) of the foregoing sentence,
(i) the acquisition of any portion of the combined voting power of the Company
(or any direct or indirect parent corporation) or MCK by Nelson Peltz, Peter
May, Triarc Companies, Inc., Kerry Packer, Consolidated Press Holdings Limited
or by any person affiliated with such persons, (ii) the distribution by means of
a dividend or otherwise, of voting securities of the Company, any direct or
indirect parent corporation or MCK or (iii) any sale of securities by the
Company, any direct or indirect parent corporation or MCK, pursuant to a public
offering, as the case may be, shall in no event constitute a Change in Control.

<PAGE>   4
                  You acknowledge that as an executive officer of the Company
you will be involved, at the highest level, in the development, implementation,
and management of the Company's and its subsidiaries' businesses, strategies and
plans, including those which involve the Company's and its subsidiaries'
finances, marketing operations, industrial relations, operations and
acquisitions. By virtue of your unique and sensitive position, your employment
by a competitor of the Company or its subsidiaries represents a serious
competitive danger to the Company and its subsidiaries and the use of your
talent, knowledge, and information about the Company's and its subsidiaries'
businesses, strategies, and plans can and would constitute a valuable
competitive advantage over the Company and its subsidiaries. In view of the
foregoing, you covenant and agree that, for a period of twelve (12) months
following the termination of your employment with the Company or the expiration
of the then current term of this letter agreement, as the case may be, you will
not engage or be engaged in any capacity, directly or indirectly, including, but
not limited to, as an employee, agent, consultant, manager, executive, owner or
stockholder (except as a passive investor owning less than one percent (1%)
interest in a publicly held company) in any business or entity that is engaged
in the business of purchasing defaulted or charged-off retail installment
contracts, retail revolving contracts or other promissory notes (and related
security agreements) or other unsecured loan accounts in the auto deficiency,
consumer loan, credit card and student product lines, and managing,
restructuring, reselling and/or liquidating such accounts for itself as the
owner of such accounts.

                  You agree to treat as confidential and not to disclose to
anyone other than the Company, its subsidiaries and affiliated companies, and
you agree that you will not at any time during your employment and for a period
of eighteen (18) months thereafter, without the prior written consent of the
Company, divulge, furnish, or make known or accessible to, or use of the benefit
of anyone other than the Company, its subsidiaries and affiliated companies, any
information of a confidential nature relating in any way to the business of the
Company, its subsidiaries or any of the Principal Stockholders or any of their
respective affiliates, members, shareholders, officers, employees or directors,
or any other Person having a direct business relationship with the Company or
its subsidiaries, unless (i) you are required to disclose such information by
requirements of law, (ii) such information is in the public domain through no
fault of yours, or (iii) such information has been lawfully acquired by you from
other sources unless you know that such information was obtained in violation of
an agreement of confidentiality. You further agree, that in consideration of
this letter agreement, that you will (i) refrain from engaging in any conduct or
making any statement, written or oral, which is detrimental to the Company, its
subsidiaries or any of the Principal Stockholders or any of their respective
affiliates, members, shareholders, officers, employees or directors.

                  You agree that in addition to any other remedy provided at law
or in equity, (a) the Company shall be entitled to a temporary restraining
order, and both preliminary and permanent injunctive relief restraining you from
violating the provisions of the 

<PAGE>   5
preceding two paragraphs, (b) you will indemnify and hold each of the Company,
its subsidiaries and either of the Principal Stockholders harmless from and
against any and all damages or loss incurred by either of the Principal
Stockholders, the Company or any of their affiliates (including reasonable
attorneys' fees and expenses) as a result of any willful or reckless violation
of such provisions; provided, however, that you shall not in connection with any
one action or separate but substantially similar action arising out of the same
allegation, be liable for the fees and expenses of more than one separate firm
of attorneys at any time for all indemnified parties hereunder, except to the
extent that local counsel, in addition to its regular counsel, is required in
order to effectively pursue such claim, or to the extent that any conflict or
potential conflict exists among the indemnified parties that would make separate
representation advisable) as a direct result of any willful or reckless
violation of such provisions; and (c) the Company's remaining obligations under
this letter agreement, if any, shall cease (other than payment of your base
salary through the date of such violation and any earned but unpaid vacation or
except as may be required by law) as a result of any willful or reckless
violation of such provisions.

                  The provisions of the seventh, eighth and ninth paragraphs of
this letter agreement shall specifically survive any termination of this letter
agreement.

                  You agree that the Company may withhold from any amounts
payable to you hereunder all federal, state, local or other taxes that the
Company determines are required to be withheld pursuant to any applicable law or
regulation. You further agree that if the Internal Revenue Service or other
taxing authority asserts a liability against the Company for failure to withhold
taxes on any payment hereunder, you will pay to the Company the amount
determined by such taxing authority that had not been withheld, together with
any interest imposed by such taxing authority on such amount, within ninety (90)
days of notice to you of such determination.

                  Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be delivered personally, or sent by
certified, registered or express mail, postage prepaid, return receipt
requested. Any such notice shall be deemed given when so delivered personally,
or, if mailed, on the date of receipt, (i) if to the Company, to the attention
of the Chief Executive Officer at the address first written above, and (ii) if
to you, at the address first written above.

                  This letter agreement and your rights and obligations
hereunder may not be assigned by you. The Company may assign this letter
agreement and its rights, together with its obligations, hereunder in connection
with any sale, transfer or other disposition of all or substantially all of its
assets or business, whether by merger, consolidation or otherwise.

                  This letter agreement shall be governed by the laws of the
State of Arizona applicable to agreements made and to be performed entirely
within such State.




<PAGE>   6



                  If you agree with the terms outlined above and in the Term
Sheet, please date and sign the copy of this letter enclosed for that purpose
and return it to me.


                                            Sincerely,

                         MIDLAND CREDIT MANAGEMENT, INC.



                                            By:  /s/ Eric D. Kogan
                                                 Name:  Eric D. Kogan
                                                 Title: Chairman of the Board

Agreed and Accepted this 9th day of June, 1999:


/s/ R. Brooks Sherman
R. Brooks Sherman



<PAGE>   7
                                                                         ANNEX A

                                R. BROOKS SHERMAN
                          EXECUTIVE VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
                                       OF
                        MIDLAND CREDIT MANAGEMENT, INC.,
                          MIDLAND CORPORATION OF KANSAS
                             MCM CAPITAL GROUP, INC.
                        MIDLAND FINANCIAL SERVICES, INC.


                              EMPLOYMENT TERM SHEET


<TABLE>
<CAPTION>
    PROVISION                                   TERM                                     COMMENTS


<S>                              <C>                                                <C>
CONTRACT TERM                    One year, subject to renewal.                      Automatic one year extensions
                                                                                    unless the Company or executive
                                                                                    gives 90 days' notice of
                                                                                    non-renewal.


BASE SALARY AND STARTING BONUS   $125,000/year, to be paid on a regular basis by    Subject to increase, but not
                                 Midland in accordance with Midland's payroll       decrease, during the original
                                 procedures and policies.                           term and any extension in an
                                                                                    amount determined by the Board, 
                                                                                    in its sole discretion.
                                 A $25,000 starting bonus shall be payable on
                                 the date of executive's first regular
                                 paycheck; provided, however, that if executive
                                 voluntarily resigns within six months of
                                 employment, a pro rata portion of such bonus
                                 shall be refunded to the Company.

ANNUAL CASH INCENTIVE            The executive shall be eligible to receive         Any annual cash incentive bonus
                                 annual incentive cash bonuses based on Midland     payable hereunder shall be paid
                                 and individual performance assessed for each       to the executive not later than
                                 fiscal year relative to objectives agreed to in    15 business days following the
                                 advance between the executive and the Board.       delivery of Midland's audited
                                 Executive's bonus target shall be 50% of his       financial statements for the
                                 annual salary.                                     fiscal year with respect to
                                                                                    which such bonus is payable.
BENEFITS                         Benefits as are made available to other
</TABLE>



<PAGE>   8


<TABLE>
<S>                              <C>                                                <C>
                                 executives of Midland, including participation
                                 in Midland's health/medical and insurance
                                 programs.

                                 A minimum of three weeks annually or
VACATION                         commensurate with other executive officers.


EXPENSES                         Reasonable and necessary out-of-pocket expenses
                                 incurred in the performance of duties shall be
                                 reimbursed by Midland in accordance with its
                                 policies.

                                 Annual dues for professional associations and
                                 fees for licenses necessary to perform the
                                 executive's duties shall be reimbursed or paid
                                 by Midland.

STOCK OPTIONS                    Executive shall be granted options to acquire      Subject to the terms and
                                 50,000 shares of common stock, par value $0.01    conditions set forth in the
                                 per share, of MCM Capital Group, Inc. as           stock option agreements,
                                 follows:  (i) options to acquire 25,000 shares     one-third of the stock options
                                 shall be granted effective upon the closing of     shall vest on each of the
                                 MCMC's initial public offering with an exercise    first, second and third
                                 price equal to the price to the public, and (ii)   anniversaries of the respective
                                 options to acquire 25,000 shares shall be          dates of grant.
                                 granted to executive no later than 30 days
                                 following the closing of the initial public
                                 offering with an exercise price equal to the
                                 fair market value. The grant of such options
                                 assumes the merger of MCMC with Midland
                                 Corporation of Kansas and the 4.94 to 1 common
                                 stock split in connection with MCMC's initial 
                                 public offering. In the event MCMC does not
                                 consummate its initial public offering prior to
                                 October 31, 1999, then executive shall be
                                 granted options to acquire shares of Midland
                                 Corporation of Kansas in lieu of MCMC options
                                 (with appropriate adjustments to reflect that
                                 the 4.94 to 1 stock split did not occur) with
                                 an exercise price equal to fair market value
                                 (to be determined by the Board in good faith).


</TABLE>





<PAGE>   9




<TABLE>
<S>                                                                 <C>  
RELOCATION SUPPORT                                         
                                                                                                            
                                                                    Executive will be provided relocation
                                                                    support upon commencement of his employment
                                                                    as set forth in the relocation policy
                                                                    attached hereto. All reimbursement of
                                                                    expenses and other amounts paid pursuant to
                                                                    the relocation policy shall be "grossed up"
                                                                    for income tax purposes.
</TABLE>





<PAGE>   10
                                   RELOCATION



RELOCATION ALLOWANCE

         Officer will be provided with a relocation allowance payable in one
lump sum (as fully taxed) equal to two months salary at the officer's new salary
rate upon commencement of work at his or her new location. The purpose of the
relocation allowance is to help defray incidental expenses connected with the
move for which reimbursement is not provided. Examples of the types of expenses
for which the relocation allowance are provided are:

              -   additional return home trips and/or additional travel for the 
                  spouse beyond the provisions of the moving policy

              -   charges for disconnection, reinstallation and/or alterations
                  of draperies, carpets, television antennas, etc.

              -   telephone installation charges and utility deposits

              -   new automobile license plates and registration fees


HOUSE HUNTING TRIPS

         The officer and spouse/fiancee (excluding children) are authorized
three house hunting trips to locate housing in the new location, each trip not
to exceed seven days. All reasonable expenses for such trips, including lodging,
meals, business class air fare, car rental and car mileage will be reimbursed.


TRANSPORTATION OF HOUSEHOLD GOODS

         The Company will be financially responsible for the packing, shipping,
unloading and insurance of all normal household goods and two personal
automobiles.


TRAVEL TO NEW LOCATION

         All expenses associated with travelling from the location of the former
residence to the new location will be reimbursed for the officer and family
(including fiancee), including business class air fare.


TEMPORARY LIVING AT NEW LOCATION

         If it becomes necessary for an officer to occupy temporary living
quarters during the course of the relocation, reasonable expenses for the actual
cost of lodging shall be reimbursed for a period of up to 90 days or the Company
will rent for your use furnished housing for such period.



<PAGE>   11
RESIDENCE SALE

         The Company will pay approved expenses incurred in selling a principal
residence at the old location. Such expenses include:

              - broker's commission (normal and customary) 
              - escrow fees/seller's attorney's fees 
              - recording fees 
              - mortgage satisfaction fee 
              - mortgage prepayment penalty fee 
              - title policy fee
              - documentary tax stamps and state and local sales transfer taxes


MAINTAINING TWO HOMES

         If an officer purchases a new home prior to selling the present home,
and therefore incurs duplicate house carrying expenses (subsequent to the
provisions of "Temporary Living at New Location" above), the Company will
reimburse the officer on a pro rated basis for the mortgage interest only for a
maximum of 60 days.


RESIDENCE PURCHASE

         The officer will be reimbursed for the normal closing costs associated
with buying a new house. Such costs shall include those items which by local
custom are normally paid by the buyer. Typical costs may include escrow fees,
attorney's fees, appraisals, recording fees, state transfer taxes and fee
(owner's) title insurance.


TENANT RELOCATION

         If the transferee is a tenant rather than a homeowner, the Company will
reimburse the transferee for reasonable expenses incurred in connection with
early termination or breaking of the transferee's lease.



<PAGE>   12
                                                                         ANNEX B
                                 GENERAL RELEASE
                             AND COVENANT NOT TO SUE


         TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

         R. Brooks Sherman, on his own behalf and on behalf of his descendants,
dependents, heirs, executors and administrators and permitted assigns, past and
present, in consideration for the amounts payable to the undersigned under that
Letter Agreement dated June __, 1999 (the "Employment Agreement") between
Executive and Midland Credit Management, Inc. (the "Company"), does hereby
covenant not to sue or pursue any litigation (or file any charge or otherwise
correspond with any Federal, state or local administrative agency) against, and
waives, releases and discharges the Company, and its respective assigns,
affiliates, subsidiaries, parents, predecessors and successors, and the past and
present shareholders, employees, officers, directors, representatives and agents
or any of them (collectively the "Company Group"), from any and all claims,
demands, rights, judgments, defenses, actions, charges or causes of action
whatsoever, of any and every kind and description, whether known or unknown,
accrued or not accrued, that Executive ever had, now has or shall or may have or
assert as of the date of this General Release against any of them, including,
without limiting the generality of the foregoing, any claims, demands, rights,
judgments, defenses, actions, charges or causes of action related to employment
or termination of employment or that arise out of or relate in any way to the
Age Discrimination in Employment Act of 1967, as amended, the Older Workers
Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended,
and other Federal, state and local laws relating to discrimination on the basis
of age, sex or other protected class, all claims under Federal, state or local
laws for express or implied breach of contract, wrongful discharge, defamation,
intentional infliction of emotional distress, and any related claims for
attorneys' fees and costs; provided, however, that nothing herein shall release
any member of the Company Group from any of its obligations under the Employment
Agreement or any rights to indemnification under any 

<PAGE>   13
charter or by-laws (or similar documents) of any member of the Company Group.

         The Company, on its own behalf and on behalf of its assigns,
affiliates, subsidiaries, parents, predecessors and successors, and its past and
present shareholders, employees, officers, directors, representatives and agents
or any of them, does hereby covenant not to sue or pursue any litigation (or
file any charge or otherwise correspond with any Federal, state or local
administrative agency) against, and waives, releases and discharges Executive
and his heirs, successors and assigns, descendants, dependents, executors and
administrators, past and present, and any of his affiliates and each of them
(collectively, the "Executive Releasees") from any and all claims, demands,
rights, judgments, defenses, actions, charges or causes of action whatsoever, of
any and every kind and description, whether known or unknown, accrued or not
accrued, that the Company ever had, now has or shall or may have or assert as of
the date of this General Release against any of them, based on facts known to
any current executive officer of the Company or any subsidiary or other
affiliate thereof, including specifically, but not exclusively and without
limiting the generality of the foregoing, any and all claims, demands,
agreements, obligations and causes of action arising out of or in any way
connected with any transaction, occurrence, act or omission related to
Executive's employment by the Company or the termination of that employment;
provided, however, that nothing herein shall release the Executive Releasees
from any obligations arising out of or related in any way to Executive's
obligations under the Employment Agreement or impair the right or ability of the
Company to enforce the terms thereof.

         This General Release shall be governed by and construed in accordance
with the laws of the State of Arizona, applicable to agreement made and to be
performed entirely within such State.

         Each of Executive and the Company acknowledge that they have entered
into this General Release knowingly and willingly and has had ample opportunity
to consider the terms and provisions of this General Release.

<PAGE>   14

         IN WITNESS WHEREOF, the parties hereto have caused this General Release
to be executed on this ____ day of _____________, 200__.



                                     __________________________________
                                     R. BROOKS SHERMAN


                                     MIDLAND CREDIT MANAGEMENT, INC.



                                     By: ______________________________
                                         Name:
                                         Title:



<PAGE>   1
                                                                   Exhibit 10.22

                                                             Draft-June 10, 1999




                          REGISTRATION RIGHTS AGREEMENT




                             MCM CAPITAL GROUP, INC.




                           Dated as of _________, 1999

<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                  <C>    
1.  Registrations Upon Request..................................................        2
         1.1.  Requests by Stockholders.........................................        2
         1.2.  Registration Statement Form......................................        3
         1.3.  Expenses.........................................................        3
         1.4.  Priority in Demand Registrations.................................        3
         1.5.  No Company or Other Stockholder Initiated Registration...........        4
                                                                                        
2.  Incidental Registrations....................................................        4
                                                                                        
3.  Registration Procedures.....................................................        6
                                                                                       
4.  Underwritten Offerings......................................................       10
         4.1.  Underwriting Agreement...........................................       10
         4.2.  Selection of Underwriters........................................       11
                                                                                       
5.  Holdback Agreements.........................................................       11
                                                                                       
6.  Preparation; Reasonable Investigation.......................................       12
                                                                                       
7.  No Grant of Future Registration Rights......................................       12
                                                                                       
8.  [Reserved]..................................................................       12
                                                                                       
9.  Indemnification.............................................................       12
         9.1.  Indemnification by the Company...................................       12
         9.2.  Indemnification by the Sellers...................................       13
         9.3.  Notices of Claims, etc...........................................       14
         9.4.  Other Indemnification............................................       15
         9.5.  Indemnification Payments.........................................       15
         9.6.  Other Remedies...................................................       15
                                                                                       
10.  Representations and Warranties.............................................       16
                                                                                       
11.  Definitions................................................................       17
                                                                                       
12.  Miscellaneous..............................................................       19
         12.1.  Rule 144, etc...................................................       19
         12.2.  Successors, Assigns and Transferees.............................       19
</TABLE>




                                       i

<PAGE>   3

<TABLE>
<S>                                                                                  <C>    
         12.3.  Amendment and Modification......................................       19
         12.4.  Governing Law...................................................       19
         12.5.  Invalidity of Provision.........................................       19
         12.6.  Notices.........................................................       20
         12.7.  Headings; Execution in Counterparts.............................       21
         12.8.  Injunctive Relief...............................................       22
         12.9.  Term............................................................       22
         12.10.  Further Assurances.............................................
       22
         12.11.  Entire Agreement...............................................       22
</TABLE>





                                       ii

<PAGE>   4
                          REGISTRATION RIGHTS AGREEMENT



                      This REGISTRATION RIGHTS AGREEMENT is dated as of the ___
     day of ___________, 1999 among MCM Capital Group, Inc., a Delaware
     corporation (the "COMPANY"), C.P. International Investments Limited, a
     Bahamian company (together with its Affiliated Stockholders (as herein
     defined), if any, "CPII"), MCM Holding Company LLC, a New York limited
     liability company (together with its Affiliated Stockholders, if any, "MCM
     HOLDING"), and each of the persons whose names are listed on Schedule A
     hereto (together with their respective Affiliated Stockholders, if any, the
     "MCM HOLDING Distributees"). Capitalized terms used but not otherwise
     defined herein have their respective meanings set forth in Section 11.

                      WHEREAS, CPII and MCM Holding have entered into a Stock
     Purchase Agreement, dated February 13, 1998 (the "STOCK PURCHASE
     AGREEMENT"), with the Company and the then stockholders of the Company (the
     "INITIAL STOCKHOLDERS"), pursuant to which CPII and MCM Holding agreed to
     purchase from the Initial Stockholders certain shares of common stock of
     Midland Corporation of Kansas, the corporate predecessor to the Company
     ("MIDLAND KANSAS"), on the terms and subject to the conditions therein set
     forth;

                      WHEREAS, as a condition to execution and delivery by CPII
     and MCM Holding of the Stock Purchase Agreement, Midland Kansas, the
     Initial Stockholders, CPII and MCM Holding entered into a Stockholders'
     Agreement, dated as of February 13, 1998 (the "STOCKHOLDERS' AGREEMENT"),
     providing for certain rights and obligations of the parties thereto;

                      WHEREAS, pursuant to a [Certificate and Plan of Merger],
     filed with the Secretary of State of the State of Delaware, effective [ ],
     1999, Midland Kansas merged with and into the Company with the Company as
     the surviving corporation, whereupon the Company succeeded to the rights
     and obligations of Midland Kansas and CPII and MCM Holding became
     stockholders of the Company;

                      WHEREAS, the Company desires to consummate an IPO and, in
     connection therewith, to eliminate certain rights held by CPII and MCM
     Holding pursuant to the Stockholders' Agreement pursuant to an amendment to
     the Stockholders' Agreement, dated as of the date hereof (the
     "STOCKHOLDERS' AGREEMENT AMENDMENT");

<PAGE>   5
                      WHEREAS, immediately following the consummation of the
     IPO, MCM Holding expects to distribute shares of Common Stock held by MCM
     Holding to the MCM Holding Distributees, who represent all of the members
     of MCM Holding; and

                      WHEREAS, it is a condition of the execution and delivery
     by CPII and MCM Holding of the Stockholders' Agreement Amendment, that the
     Company enter into this Agreement for the purpose of providing for certain
     registration rights for the benefit of holders of Registrable Securities;

                      NOW, THEREFORE, in consideration of the mutual covenants
     and undertakings contained herein, and for other good and valuable
     consideration, the receipt and sufficiency of which are hereby
     acknowledged, and subject to and on the terms and conditions herein set
     forth, the parties hereto agree as follows:

                      1.  Registrations Upon Request.

                      1.1. Requests by Stockholders. At any time, the MCM
     Holding Distributees (as a group) and CPII shall each have the right to
     make requests that the Company effect up to two separate registrations
     under the Securities Act of all or part of the Registrable Securities owned
     by them, respectively. In the case of the MCM Holding Distributees, such
     right to request up to two registrations will be exercisable by any MCM
     Holding Distributees owning singly or in the aggregate at least 25% of the
     then outstanding Registrable Securities then owned by all MCM Holding
     Distributees or, if less, the aggregate number of outstanding Registrable
     Securities then owned by all MCM Holding Distributees (the "QUALIFIED MCM
     STOCKHOLDERS"). A request made by either the Qualified MCM Stockholders or
     CPII (in either case, the "REQUESTING PARTY") shall not be counted for
     purposes of the request limitations set forth above (a) if the Requesting
     Party determines in its good faith judgment to withdraw the proposed
     registration of any Registrable Securities requested to be registered
     pursuant to this Section 1.1 due to marketing or regulatory reasons, (b)
     the registration statement relating to any such request is not declared
     effective within 90 days of the date such registration statement is first
     filed with the Commission, (c) if, within 180 days after the registration
     relating to any such request has become effective, such registration is
     interfered with by any stop order, injunction or other order or requirement
     of the Commission or other governmental agency or court for any reason and
     the Company fails to have such stop order, injunction or other order or
     requirement removed, withdrawn or resolved to the Requesting Party's
     reasonable satisfaction within 30 days, (d) if more than 10% of the
     Registrable Securities requested by the Requesting Party to be included in
     the registration are not so included pursuant to Section 1.4 or (e) the
     conditions to closing specified in the underwriting agreement or purchase
     agreement entered into in connection with the registration relating to any
     such request are not satisfied (other than as a result of a default or
     breach 


                                       2

<PAGE>   6
     thereunder by the Requesting Party). Upon any such request, the Company
     will promptly, but in any event within 15 days, give written notice of such
     request to all holders of Registrable Securities and thereupon the Company
     will, subject to Section 1.4, use its best efforts to effect the prompt
     registration under the Securities Act of:

                      (i) the Registrable Securities which the Company has been
              so requested to register by the Requesting Party, and

                      (ii) all other Registrable Securities which the Company
              has been requested to register by the holders thereof by written
              request given to the Company by such holders within 20 days after
              the giving of such written notice by the Company to such holders,

     all to the extent required to permit the disposition of the Registrable
     Securities so to be registered in accordance with the intended method or
     methods of disposition of each seller of such Registrable Securities.

                      1.2. Registration Statement Form. A registration requested
     pursuant to Section 1.1 shall be effected by the filing of a registration
     statement on a form reasonably acceptable to the Requesting Party.

                      1.3. Expenses. The Company will pay all Registration
     Expenses in connection with any registration requested under Section 1.1;
     provided that each seller of Registrable Securities shall pay all
     Registration Expenses to the extent required to be paid by such seller
     under applicable law and all underwriting discounts and commissions and
     transfer taxes, if any.

                      1.4. Priority in Demand Registrations. If a registration
     pursuant to Section 1.1 involves an underwritten offering, and the managing
     underwriter (or, in the case of an offering which is not underwritten, a
     nationally recognized investment banking firm) shall advise the Company in
     writing (with a copy to each Person requesting registration of Registrable
     Securities) that, in its opinion, the number of securities requested and
     otherwise proposed to be included in such registration exceeds the number
     which can be sold in such offering without materially and adversely
     affecting the offering price, the Company will include in such registration
     to the extent of the number which the Company is so advised can be sold in
     such offering without such material adverse effect, first, the Registrable
     Securities of all Stockholders (including the Requesting Party), on a pro
     rata basis (based on the number of shares of Registrable Securities owned
     by each such Stockholder), second, the securities, if any, being sold by
     the Company, and third, the securities, if any, of any other
     securitiesholder of the Company entitled to incidental registration rights
     with respect thereto, subject to the limitations of Section 7.




                                       3

<PAGE>   7
                      1.5. No Company or Other Stockholder Initiated
     Registration. After receipt of notice of a requested registration pursuant
     to Section 1.1, neither the Company nor any other Stockholder shall
     initiate, without the consent of the Requesting Party, a registration of
     any Company securities for its own account until 90 days after such
     registration has been effected or such registration has been terminated.

                      2. Incidental Registrations. If the Company at any time
     proposes to register any of its equity securities under the Securities Act
     for its own account (other than pursuant to a registration on Form S-4 or
     S-8 or any successor form) it shall give written notice thereof to each
     Stockholder. If, within 20 days after the receipt of any such notice, any
     Stockholder requests that the Company include all or any portion of the
     Registrable Securities owned by such Stockholder in such registration,
     then, subject to subsection (a) below, the Company will give prompt written
     notice to all holders of Registrable Securities regarding such proposed
     registration. Upon the written request of any such holder made within 20
     days after the receipt of any such notice (which request shall specify the
     number of Registrable Securities intended to be disposed of by such holder
     and the intended method or methods of disposition thereof), the Company
     will use its best efforts to effect the registration under the Securities
     Act of such Registrable Securities on a pro rata basis (based on the number
     of shares of Registrable Securities owned by each such requesting holder)
     in accordance with such intended method or methods of disposition, provided
     that:

                      (a) without the prior written consent of the Stockholders,
              the Company shall not include any Registrable Securities of
              holders of Registrable Securities other than the Stockholders in
              such proposed registration if it believes in good faith that
              inclusion of such securities would not be in the best interests of
              the Company, provided that the Company will include in such
              registration that number of Registrable Securities of the holders
              of Registrable Securities that such managing underwriter and the
              Company determine would not be adverse to the best interests of
              the Company and provided, further, that the Company shall give the
              holders of Registrable Securities prompt notice after any such
              determination has been made (in lieu of the notice otherwise
              required under the second sentence of this Section 2);

                      (b) if, at any time after giving written notice (pursuant
              to this Section 2) of its intention to register equity securities
              and prior to the effective date of the registration statement
              filed in connection with such registration, the Company shall
              determine for any reason not to register such equity securities,
              the Company may, at its election, give written notice of such
              determination to each holder of Registrable Securities and,
              thereupon, shall not be obligated to register any Registrable
              Securities in connection with such registration (but shall
              nevertheless 




                                       4

<PAGE>   8
              pay the Registration Expenses in connection therewith), without
              prejudice, however, to the rights of the Qualified MCM
              Stockholders and CPII, respectively, to request that a
              registration be effected under Section 1.1; and

                      (c) if in connection with a registration pursuant to this
              Section 2, the managing underwriter of such registration (or, in
              the case of an offering that is not underwritten, a nationally
              recognized investment banking firm) shall advise the Company in
              writing (with a copy to each holder of Registrable Securities
              requesting registration thereof) that, in its opinion, the number
              of securities requested and otherwise proposed to be included in
              such registration exceeds the number which can be sold in such
              offering without materially and adversely affecting the offering
              price, then in the case of any registration pursuant to this
              Section 2, the Company will include in such registration to the
              extent of the number which the Company is so advised can be sold
              in such offering without such material adverse effect, first, the
              securities, if any, being sold by the Company, second, the
              Registrable Securities of the Stockholders, on a pro rata basis
              (based on the number of shares of Registrable Securities owned by
              each such Stockholder), third, the Registrable Securities of any
              other holder, on a pro rata basis (based on the number of shares
              of Registrable Securities owned by each such holder), and fourth,
              the securities, if any, of any other securitiesholder of the
              Company entitled to incidental registration rights with respect
              thereto, subject to the limitations of Section 7.

                      Notwithstanding the foregoing, the holders of Registrable
     Securities other than the Stockholders will not be entitled to participate
     in any registration pursuant to this Section 2 to the extent that the
     managing underwriter (or, in the case of an offering that is not
     underwritten, a nationally recognized investment banker) shall determine in
     good faith and in writing (with a copy to each affected Person requesting
     registration of Registrable Securities) that the participation of any such
     holder would adversely affect the marketability or offering price of the
     securities being sold by the Company or any Stockholder in such
     registration.

                      The Company will pay all Registration Expenses in
     connection with each registration of Registrable Securities requested
     pursuant to this Section 2, provided that each seller of Registrable
     Securities shall pay all Registration Expenses to the extent required to be
     paid by such seller under applicable law and all underwriting discounts and
     commissions and transfer taxes, if any. No registration effected under this
     Section 2 shall relieve the Company from its obligation to effect
     registrations under Sections 1.1.




                                       5

<PAGE>   9
                      3. Registration Procedures. If and whenever the Company is
     required to use its best efforts to effect the registration of any
     Registrable Securities under the Securities Act as provided in Sections 1.1
     and 2, the Company will promptly:

                      (a) prepare, and as soon as practicable, but in any event
              within 60 days thereafter, file with the Commission, a
              registration statement with respect to such Registrable
              Securities, make all required filings with the NASD and use its
              best efforts to cause such registration statement to become
              effective as soon as practicable;

                      (b) prepare and promptly file with the Commission such
              amendments and post-effective amendments and supplements to such
              registration statement and the prospectus used in connection
              therewith as may be necessary to keep such registration statement
              effective for so long as is required to comply with the provisions
              of the Securities Act and to complete the disposition of all
              securities covered by such registration statement in accordance
              with the intended method or methods of disposition thereof, but in
              no event for a period of more than six months after such
              registration statement becomes effective;

                      (c) furnish copies of all documents proposed to be filed
              with the Commission in connection with such registration to (i) in
              the case of a registration pursuant to Section 1.1 or 2 in which
              CPII is participating, counsel selected by CPII, and (ii) in the
              case of a registration pursuant to Section 1.1 or 2 in which MCM
              Holding Distributees are participating, counsel selected by the
              holders of at least 51% of the Registrable Securities proposed to
              be sold by such MCM Holding Distributees in connection with such
              registration (such holders, the "MAJORITY HOLDERS"), and such
              documents shall be subject to the review of such counsel and CPII
              and/or the Majority Holders, as the case may be, and the Company
              shall not file any registration statement or amendment or
              post-effective amendment or supplement to such registration
              statement or the prospectus used in connection therewith to which
              either such counsel or CPII or the Majority Holders, as the case
              may be, shall have reasonably objected in writing on the grounds
              that such amendment or supplement does not comply (explaining why)
              in all material respects with the requirements of the Securities
              Act or of the rules or regulations thereunder;

                      (d) furnish to each seller of Registrable Securities,
              without charge, such number of conformed copies of such
              registration statement and of each such amendment and supplement
              thereto (in each case including all exhibits and documents filed
              therewith) and such number of copies of the prospectus included in
              such registration statement (including each preliminary prospectus
              and any 


                                       6

<PAGE>   10
              summary prospectus) and any other prospectus filed under Rule 424
              under the Securities Act, in conformity with the requirements of
              the Securities Act, and such other documents, as such seller may
              reasonably request in order to facilitate the disposition of the
              Registrable Securities owned by such seller in accordance with the
              intended method or methods of disposition thereof;

                      (e) use its best efforts to register or qualify such
              Registrable Securities covered by such registration statement
              under the securities or blue sky laws of such jurisdictions as
              each seller shall reasonably request, and do any and all other
              acts and things which may be necessary or advisable to enable such
              seller to consummate the disposition of such Registrable
              Securities in such jurisdictions in accordance with the intended
              method or methods of disposition thereof, provided that the
              Company shall not for any such purpose be required to qualify
              generally to do business as a foreign corporation in any
              jurisdiction wherein it is not so qualified, subject itself to
              taxation in any jurisdiction wherein it is not so subject, or take
              any action which would subject it to general service of process in
              any jurisdiction wherein it is not so subject;

                      (f) use its best efforts to cause all Registrable
              Securities covered by such registration statement to be registered
              with or approved by such other governmental agencies, authorities
              or self-regulatory bodies as may be necessary by virtue of the
              business and operations of the Company to enable the seller or
              sellers thereof to consummate the disposition of such Registrable
              Securities in accordance with the intended method or methods of
              disposition thereof;

                      (g) furnish to each seller of Registrable Securities a
              signed counterpart, addressed to the sellers, of

                           (i) an opinion of outside counsel for the Company
                      experienced in securities law matters, dated the effective
                      date of the registration statement (and, if such
                      registration includes an underwritten public offering, the
                      date of the closing under the underwriting agreement), and

                           (ii) a "comfort" letter (unless the registration is
                      pursuant to Section 2 and such a letter is not otherwise
                      being furnished to the Company), dated the effective date
                      of such registration statement (and if such registration
                      includes an underwritten public offering, dated the date
                      of the closing under the underwriting agreement), signed
                      by the independent public accountants who have issued an
                      audit report on the Company's financial statements
                      included in the registration statement,



                                       7

<PAGE>   11
              covering such matters as are customarily covered in opinions of
              issuer's counsel and in accountants' letters delivered to the
              underwriters in underwritten public offerings of securities and
              such other matters as any Stockholder participating in such
              registration may reasonably request;

                      (h) notify each seller of any Registrable Securities
              covered by such registration statement at any time when a
              prospectus relating thereto is required to be delivered under the
              Securities Act of the happening of any event or existence of any
              fact as a result of which the prospectus included in such
              registration statement, as then in effect, includes an untrue
              statement of a material fact or omits to state any material fact
              required to be stated therein or necessary to make the statements
              therein not misleading in light of the circumstances then
              existing, and, as promptly as is practicable, prepare and furnish
              to such seller a reasonable number of copies of a supplement to or
              an amendment of such prospectus as may be necessary so that, as
              thereafter delivered to the purchasers of such securities, such
              prospectus shall not include an untrue statement of a material
              fact or omit to state a material fact required to be stated
              therein or necessary to make the statements therein not misleading
              in light of the circumstances then existing;

                      (i) otherwise comply with all applicable rules and
              regulations of the Commission, and make available to its security
              holders, as soon as reasonably practicable, an earnings statement
              of the Company (in form complying with the provisions of Rule 158
              under the Securities Act) covering the period of at least 12
              months, but not more than 18 months, beginning with the first
              month after the effective date of such registration statement;

                      (j) notify each seller of any Registrable Securities
              covered by such registration statement (i) when the prospectus or
              any prospectus supplement or post-effective amendment has been
              filed, and, with respect to such registration statement or any
              post-effective amendment, when the same has become effective, (ii)
              of any request by the Commission for amendments or supplements to
              such registration statement or to amend or to supplement such
              prospectus or for additional information, (iii) of the issuance by
              the Commission of any stop order suspending the effectiveness of
              such registration statement or the initiation of any proceedings
              for that purpose and (iv) of the suspension of the qualification
              of such securities for offering or sale in any jurisdiction, or of
              the institution of any proceedings for any of such purposes;

                      (k) use every reasonable effort to obtain the lifting of
              any stop order that might be issued suspending the effectiveness
              of such registration statement at the earliest possible moment;




                                       8

<PAGE>   12
                      (l) use its best efforts (i) (A) to list such Registrable
              Securities on any securities exchange on which the equity
              securities of the Company are then listed or, if no such equity
              securities are then listed, on an exchange selected by the
              Company, if such listing is then permitted under the rules of such
              exchange, or (B) if such listing is not practicable, to secure
              designation of such securities as a NASDAQ "national market system
              security" within the meaning of Rule 11Aa2-1 under the Exchange
              Act or, failing that, to secure NASDAQ authorization for such
              Registrable Securities, and, without limiting the foregoing, to
              arrange for at least two market makers to register as such with
              respect to such Registrable Securities with the NASD, and (ii) to
              provide a transfer agent and registrar for such Registrable
              Securities not later than the effective date of such registration
              statement and to instruct such transfer agent (A) to release any
              stop transfer order with respect to the certificates with respect
              to the Registrable Securities being sold and (B) to furnish
              certificates without restrictive legends representing ownership of
              the shares being sold, in such denominations requested by the
              sellers of the Registrable Securities or the lead underwriter;

                      (m) enter into such agreements and take such other actions
              as the sellers of Registrable Securities or the underwriters
              reasonably request in order to expedite or facilitate the
              disposition of such Registrable Securities, including, without
              limitation, preparing for, and participating in, such number of
              "road shows" and all such other customary selling efforts as the
              underwriters reasonably request in order to expedite or facilitate
              such disposition;

                      (n) furnish to any holder of such Registrable Securities
              such information and assistance as such holder may reasonably
              request in connection with any "due diligence" effort which such
              seller deems appropriate; and

                      (o) use its best efforts to take all other steps necessary
              to effect the registration of such Registrable Securities
              contemplated hereby.

                      As a condition to its registration of Registrable
     Securities of any prospective seller, the Company may require such seller
     of any Registrable Securities as to which any registration is being
     effected to furnish to the Company such information regarding such seller,
     its ownership of Registrable Securities and the disposition of such
     Registrable Securities as the Company may from time to time reasonably
     request in writing and as shall be required by law in connection therewith.
     Each such holder agrees to furnish promptly to the Company all information
     required to be disclosed in order to make the information previously
     furnished to the Company by such holder not materially misleading.




                                       9

<PAGE>   13
                      The Company agrees not to file or make any amendment to
     any registration statement with respect to any Registrable Securities, or
     any amendment of or supplement to the prospectus used in connection
     therewith, which refers to any seller of any Registrable Securities covered
     thereby by name, or otherwise identifies such seller as the holder of any
     Registrable Securities, without the consent of such seller, such consent
     not to be unreasonably withheld or delayed, unless such disclosure is
     required by law.

                      By acquisition of Registrable Securities, each holder of
     such Registrable Securities shall be deemed to have agreed that upon
     receipt of any notice from the Company of the happening of any event of the
     kind described in Section 3(h), such holder will promptly discontinue such
     holder's disposition of Registrable Securities pursuant to the registration
     statement covering such Registrable Securities until such holder's receipt
     of the copies of the supplemented or amended prospectus contemplated by
     Section 3(h). If so directed by the Company, each holder of Registrable
     Securities will deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, in such holder's possession of
     the prospectus covering such Registrable Securities at the time of receipt
     of such notice. In the event that the Company shall give any such notice,
     the period mentioned in Section 3(b) shall be extended by the number of
     days during the period from and including the date of the giving of such
     notice to and including the date when each seller of any Registrable
     Securities covered by such registration statement shall have received the
     copies of the supplemented or amended prospectus contemplated by Section
     3(h).

                      4.  Underwritten Offerings.

                      4.1. Underwriting Agreement. If requested by the
     underwriters for any underwritten offering pursuant to a registration
     requested under Section 1.1 or 2, the Company shall enter into an
     underwriting agreement with the underwriters for such offering, such
     agreement to be reasonably satisfactory in substance and form to the
     underwriters and to CPII (unless CPII is not participating in such
     registration) and to the Majority Holders (unless the MCM Holding
     Distributees are not participating in such registration). Any such
     underwriting agreement shall contain such representations and warranties by
     the Company and such other terms and provisions as are customarily
     contained in agreements of this type, including, without limitation,
     indemnities to the effect and to the extent provided in Section 9. The
     holders of Registrable Securities to be distributed by such underwriter
     shall be parties to such underwriting agreement and may, at their option,
     require that any or all of the representations and warranties by, and the
     agreements on the part of, the Company to and for the benefit of such
     underwriters be made to and for the benefit of such holders of Registrable
     Securities and that any or all of the conditions precedent to the
     obligations of such underwriters under such underwriting agreement shall
     also be conditions precedent to the obligations of such holders of


                                       10

<PAGE>   14
     Registrable Securities. No underwriting agreement (or other agreement in
     connection with such offering) shall require any Stockholder, in its
     capacity as stockholder and/or controlling Person, to make any
     representations or warranties to or agreements with the Company or the
     underwriters other than representations, warranties or agreements regarding
     such holder, the ownership of such holder's Registrable Securities and such
     holder's intended method or methods of disposition and any other
     representation required by law or to furnish any indemnity to any Person
     which is broader than the indemnity furnished by such holder pursuant to
     Section 9.2.

                      4.2. Selection of Underwriters. If the Company at any time
     proposes to register any of its securities under the Securities Act for
     sale for its own account pursuant to an underwritten offering, the Company
     will have the right to select the managing underwriter (which shall be of
     nationally recognized standing) to administer the offering, but if CPII or
     the MCM Holding Distributees at such time own at least 20% of the number of
     shares of Common Stock they own on the date hereof, only with the approval
     thereof, such approval not to be unreasonably withheld. Notwithstanding the
     foregoing sentence, whenever a registration requested pursuant to Section
     1.1 is for an underwritten offering, the Requesting Party will have the
     right to select the managing underwriter (which shall be of nationally
     recognized standing) to administer the offering, but only with the approval
     of the Company, such approval not to be unreasonably withheld.

                      5. Holdback Agreements. (a) If and whenever the Company
     proposes to register any of its equity securities under the Securities Act
     for its own account (other than on Form S-4 or S-8 or any successor form)
     or is required to use its best efforts to effect the registration of any
     Registrable Securities under the Securities Act pursuant to Section 1.1 or
     2, each holder of Registrable Securities agrees by acquisition of such
     Registrable Securities not to request registration under Section 1.1 of any
     Registrable Securities within seven days prior to and 90 days (unless
     advised in writing by the managing underwriter that a longer period, not to
     exceed 180 days, is required, or such shorter period as the managing
     underwriter for any underwritten offering may agree) after the effective
     date of the registration statement relating to such registration, except as
     part of such registration.

                      (b) The Company agrees not to effect any public sale or
     distribution of its equity securities or securities convertible into or
     exchangeable or exercisable for any of such securities within seven days
     prior to and 90 days (unless advised in writing by the managing underwriter
     that a longer period, not to exceed 180 days, is required, or such shorter
     period as the managing underwriter for any underwritten offering may agree)
     after the effective date of any registration statement filed pursuant to
     Section 1.1 (except as part of such registration or pursuant to a
     registration on Form S-4 or S-8 or any successor form). In addition, upon
     the request of the managing underwriter, the Company shall use 


                                       11

<PAGE>   15
     its best efforts to cause each holder of its equity securities (or any
     securities convertible into or exchangeable or exercisable for any of such
     securities to the extent the underlying documents relating to such
     securities do not already so provide), whether outstanding on the date of
     this Agreement or issued at any time after the date of this Agreement
     (other than any such securities acquired in a public offering), to agree
     not to effect any such public sale or distribution of such securities
     during such period, except as part of any such registration if permitted,
     and to cause each such holder to enter into a similar agreement to such
     effect with the Company.

                      6. Preparation; Reasonable Investigation. In connection
     with the preparation and filing of each registration statement registering
     Registrable Securities under the Securities Act, the Company will give the
     holders of such Registrable Securities so to be registered and their
     underwriters, if any, and their respective counsel and accountants the
     opportunity to participate in the preparation of such registration
     statement, each prospectus included therein or filed with the Commission,
     and each amendment thereof or supplement thereto, and will give each of
     them such access to the financial and other records, pertinent corporate
     documents and properties of the Company and its subsidiaries and such
     opportunities to discuss the business of the Company with its officers and
     the independent public accountants who have issued audit reports on its
     financial statements as shall be reasonably requested by such holders in
     connection with such registration statement.

                      7. No Grant of Future Registration Rights. The Company
     shall not grant any other demand or incidental registration rights to any
     other Person without the prior written consent of CPII and the MCM Holding
     Distributees Majority, so long as CPII and the MCM Holding Distributees,
     respectively, continue to own at least 10% of the number of shares of
     Common Stock owned thereby, respectively, on the date hereof. During the
     term of this Agreement, the Company shall not grant to any third party
     incidental registration rights that are of the same or a higher priority to
     the rights granted to the holders of Registrable Securities under Section 2
     hereof.

                      8.  [Reserved]

                      9.  Indemnification.

                      9.1. Indemnification by the Company. In the event of any
     registration of any Registrable Securities pursuant to this Agreement
     (including, without limitation, any registration of Registrable Securities
     as part of any IPO by the Company closing on or after the date of this
     Agreement), the Company agrees to indemnify, defend and hold harmless (a)
     each seller of such Registrable Securities, (b) the directors, members,
     stockholders, officers, partners, employees, agents and Affiliates of such
     seller, (c) each 


                                       12

<PAGE>   16
     Person who participates as an underwriter in the offering or sale of such
     securities and (d) each person, if any, who controls (within the meaning of
     Section 15 of the Securities Act or Section 20 of the Exchange Act) any of
     the foregoing against any and all losses, claims, damages, expenses or
     other liabilities (or actions or proceedings in respect thereof), jointly
     or severally, directly or indirectly, based upon or arising out of (i) any
     untrue statement or alleged untrue statement of a fact contained in any
     registration statement under which such Registrable Securities were
     registered under the Securities Act, any preliminary prospectus, final
     prospectus or summary prospectus contained therein or used in connection
     with the offering of securities covered thereby, or any amendment or
     supplement thereto, or (ii) any omission or alleged omission to state a
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and the Company will reimburse each such
     indemnified party for any legal or any other expenses reasonably incurred
     by them in connection with enforcing its rights hereunder or under the
     underwriting agreement entered into in connection with such offering or
     investigating, preparing, pursuing or defending any such loss, claim,
     damage, liability, action or proceeding, except insofar as any such loss,
     claim, damage, liability, action, proceeding or expense arises out of or is
     based upon an untrue statement or omission made in such registration
     statement, any such preliminary prospectus, final prospectus, summary
     prospectus, amendment or supplement in reliance upon and in conformity with
     written information furnished to the Company by such seller expressly for
     use in the preparation thereof. Such indemnity shall remain in full force
     and effect, regardless of any investigation made by such indemnified party
     and shall survive the transfer of such Registrable Securities by such
     seller. If the Company is entitled to, and does, assume the defense of the
     related action or proceedings provided herein, then the indemnity agreement
     contained in this Section 9.1 shall not apply to amounts paid in settlement
     of any such loss, claim, damage, liability, action or proceeding if such
     settlement is effected without the consent of the Company (which consent
     shall not be unreasonably withheld or delayed). The Company shall also
     indemnify any underwriters of the Registrable Securities, their officers,
     directors and employees, and each person who controls (within the meaning
     of Section 15 of the Securities Act or Section 20 of the Exchange Act) to
     the same extent as provided above with respect to indemnification of the
     seller of Registrable Securities.

                      9.2. Indemnification by the Sellers. The Company may
     require, as a condition to including any Registrable Securities in any
     registration statement filed pursuant to Section 1.1 or 2 that the Company
     shall have received an undertaking reasonably satisfactory to it from each
     of the prospective sellers of such Registrable Securities to indemnify and
     hold harmless, severally, not jointly, in the same manner and to the same
     extent as set forth in Section 9.1, the Company, its directors, officers,
     employees, agents and each person, if any, who controls (within the meaning
     of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
     Company, but only with respect to any written information furnished to the
     Company by such seller expressly for use in the 


                                       13

<PAGE>   17
     preparation of such registration statement, preliminary prospectus, final
     prospectus, summary prospectus, amendment or supplement. (The Company and
     the holders of the Registrable Securities hereby acknowledge and agree
     that, unless otherwise expressly agreed to in writing by such holders, the
     only information furnished or to be furnished to the Company for use in any
     registration statement or prospectus relating to the Registrable Securities
     or in any amendment, supplement or preliminary materials associated
     therewith are statements specifically relating to (a) transactions between
     such holder and its Affiliates, on the one hand, and the Company, on the
     other hand, (b) the beneficial ownership of shares of Common Stock by such
     holder and its Affiliates and (c) the name and address of such holder. If
     any additional information about such holder or the plan of distribution
     (other than for an underwritten offering) is required by law to be
     disclosed in any such document, then such holder shall not unreasonably
     withhold its agreement referred to in the immediately preceding sentence of
     this Section 9.2.) Such indemnity shall remain in full force and effect,
     regardless of any investigation made by or on behalf of the Company or any
     such director, officer or controlling Person and shall survive the transfer
     of such Registrable Securities by such seller. The indemnity agreement
     contained in this Section 9.2 shall not apply to amounts paid in settlement
     of any such loss, claim, damage, liability, action or proceeding if such
     settlement is effected without the consent of such seller (which consent
     shall not be unreasonably withheld or delayed). The indemnity provided by
     each seller of Registrable Securities under this Section 9.2 shall be
     limited in amount to the net amount of proceeds actually received by such
     seller from the sale of Registrable Securities pursuant to such
     registration statement giving rise to such liability.

                      9.3. Notices of Claims, etc. Promptly after receipt by an
     indemnified party of notice of the commencement of any action or proceeding
     involving a claim referred to in the preceding paragraphs of this Section
     9, such indemnified party will, if a claim in respect thereof is to be made
     against an indemnifying party, give written notice to the indemnifying
     party of the commencement of such action or proceeding, provided that the
     failure of any indemnified party to give notice as provided herein shall
     not relieve the indemnifying party of its obligations under the preceding
     paragraphs of this Section 9, except to the extent that the indemnifying
     party is materially prejudiced by such failure to give notice. In case any
     such action is brought against an indemnified party, the indemnifying party
     will be entitled to participate therein and to assume the defense thereof,
     jointly with any other indemnifying party similarly notified, to the extent
     that it may wish, with counsel reasonably satisfactory to such indemnified
     party, and after notice from the indemnifying party to such indemnified
     party of its election so to assume the defense thereof, the indemnifying
     party will not be liable to such indemnified party for any legal or other
     expenses subsequently incurred by the latter in connection with the defense
     thereof except for the reasonable fees and expenses of any counsel retained
     by such indemnified party to monitor such action or proceeding.
     Notwithstanding the foregoing, if such indemnified party reasonably
     determines, based upon advice of independent counsel, that


                                       14

<PAGE>   18
     either a conflict of interest may exist between the indemnified party and
     the indemnifying party with respect to such action and that it is advisable
     for such indemnified party to be represented by separate counsel or that
     there may be one or more legal defenses available to it which are different
     from or additional to those available to the indemnifying party, such
     indemnified party may retain other counsel, reasonably satisfactory to the
     indemnifying party, to represent such indemnified party, and the
     indemnifying party shall pay all reasonable fees and expenses of such
     counsel. No indemnifying party, in the defense of any such claim or
     litigation, shall, except with the consent of such indemnified party, which
     consent shall not be unreasonably withheld, consent to entry of any
     judgment or enter into any settlement which does not include as an
     unconditional term thereof the giving by the claimant or plaintiff to such
     indemnified party of a release from all liability in respect of such claim
     or litigation. The rights accorded to any indemnified party hereunder shall
     be in addition to any rights that such indemnified party may have at common
     law, by separate agreement or otherwise.

                      9.4. Other Indemnification. Indemnification similar to
     that specified in the preceding paragraphs of this Section 9 (with
     appropriate modifications) shall be given by the Company and each seller of
     Registrable Securities with respect to any required registration (other
     than under the Securities Act) or other qualification of such Registrable
     Securities under any federal or state law or regulation of any governmental
     authority.

                      9.5. Indemnification Payments. Any indemnification
     required to be made by an indemnifying party pursuant to this Section 9
     shall be made by periodic payments to the indemnified party during the
     course of the action or proceeding, as and when bills are received by such
     indemnifying party with respect to an indemnifiable loss, claim, damage,
     liability or expense incurred by such indemnified party.

                      9.6. Other Remedies. If for any reason the foregoing
     indemnity is unavailable, or is insufficient to hold harmless an
     indemnified party, other than by reason of the exceptions provided therein,
     then the indemnifying party shall contribute to the amount paid or payable
     by the indemnified party as a result of such losses, claims, damages,
     liabilities, actions, proceedings or expenses in such proportion as is
     appropriate to reflect the relative benefits to and faults of the
     indemnifying party on the one hand and the indemnified party on the other
     in connection with the offering of Registrable Securities and the
     statements or omissions or alleged statements or omissions which resulted
     in such loss, claim, damage, liability, action, proceeding or expense, as
     well as any other relevant equitable considerations. The relative fault of
     the indemnifying party and of the indemnified party shall be determined by
     reference to, among other things, whether the untrue statement of a
     material fact or the omission to state a material fact relates to
     information supplied by the indemnifying party or by the indemnified party
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent 


                                       15

<PAGE>   19
     such statements or omissions. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. No party shall be liable for
     contribution under this Section 9.6 except to the extent as such party
     would have been liable to indemnify under this Section 9 if such
     indemnification were enforceable under applicable law.

                      The parties hereto agree that it would not be just and
     equitable if contribution pursuant to this Section 9.6 were determined by
     pro rata allocation or by any other method of allocation which does not
     take account of the equitable considerations referred to in the immediately
     preceding paragraph.

                      10. Representations and Warranties. Each Stockholder,
     severally and not jointly, represents and warrants to the Company and each
     other Stockholder that:

                      (i) such Stockholder has the power, authority and capacity
     (or, in the case of any Stockholder that is a corporation or limited
     partnership, all corporate or limited partnership power and authority, as
     the case may be) to execute, deliver and perform this Agreement;

                      (ii) in the case of a Stockholder that is a corporation or
     limited partnership, the execution, delivery and performance of this
     Agreement by such Stockholder has been duly and validly authorized and
     approved by all necessary corporate or limited partnership action, as the
     case may be;

                      (iii) this Agreement has been duly and validly executed
     and delivered by such Stockholder and constitutes a valid and legally
     binding obligation of such Stockholder, enforceable in accordance with its
     terms, subject to bankruptcy, insolvency, reorganization, moratorium or
     other similar laws affecting or relating to creditors' rights generally and
     general principles of equity; and

                      (iv) the execution, delivery and performance of this
     Agreement by such Stockholder does not and will not violate the terms of or
     result in the acceleration of any obligation under (A) any material
     contract, commitment or other material instrument to which such Stockholder
     is a party or by which such Stockholder is bound or (B) in the case of a
     Stockholder that is a corporation or limited partnership, the certificate
     of incorporation, certificate of limited partnership, by-laws or limited
     partnership agreement, as the case may be.




                                       16

<PAGE>   20
                      11. Definitions. For purposes of this Agreement, the
     following terms shall have the following respective meanings:

                      Affiliate: (i) with respect to any Person, a Person that
     directly, or indirectly through one or more intermediaries, controls, or is
     controlled by, or is under common control with, such Person, and (ii) with
     respect to any natural Person, (A) the spouse, parents and direct
     descendants of such Person, (B) the estate, testamentary trust, trustees,
     executors, administrators, legatees or testamentary beneficiaries of such
     Person, and (C) any trust established by such Person for the exclusive
     benefit of any of the foregoing Persons.

                      Affiliated Stockholder: with respect to CPII, MCM Holding,
     and the MCM Holding Distributees, each of their respective Affiliates, in
     each case, if and so long as it owns any Registrable Securities and has
     agreed in writing to be bound by the terms and conditions of this
     Agreement, a copy of which agreement shall have been delivered to the
     Company.

                      Board:  the board of directors of the Company.

                      Commission:  the Securities and Exchange Commission.

                      Common Stock: the Common Stock of the Company, par value
     $.01 per share, and any securities into which such Common Stock shall have
     been changed or any securities resulting from any reclassification of such
     Common Stock.

                      Exchange Act: the Securities Exchange Act of 1934, as
     amended, or any successor federal statute, and the rules and regulations
     thereunder which shall be in effect at the time.

                      IPO:  the initial public offering of Common Stock.

                      Majority Holders:  as defined in Section 3(c).

                      MCM Holding Distributees Majority: at any time, the owners
     of at least 51% of the Registrable Securities then owned by the MCM Holding
     Distributees.

                      NASD:  National Association of Securities Dealers, Inc.

                      NASDAQ:  the Nasdaq National Market.

                      Permitted Transferee:  as defined in Section 12.2.




                                       17

<PAGE>   21
                      Person: an individual, corporation, partnership, limited
     liability company, joint venture, association, trust or other entity or
     organization, including a government or political subdivision or an agency
     or instrumentality thereof.

                      Registrable Securities: the shares of Common Stock
     beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act)
     by CPII, MCM Holding, the MCM Holding Distributees or the Permitted
     Transferees. As to any particular shares of Common Stock, such securities
     shall cease to be Registrable Securities when (i) a registration statement
     with respect to the sale of such securities shall have become effective
     under the Securities Act and such securities shall have been disposed of in
     accordance with such registration statement, (ii) they shall have been sold
     to the public pursuant to Rule 144 under the Securities Act, (iii) they
     shall have been otherwise transferred other than to a Permitted Transferee
     and subsequent disposition of them shall not require registration or
     qualification of them under the Securities Act or any similar state law
     then in force or (iv) they shall have ceased to be outstanding.

                      Registration Expenses: all expenses incident to the
     Company's performance of or compliance with any registration pursuant to
     this Agreement, including, without limitation, (i) registration, filing and
     NASD fees, (ii) fees and expenses of complying with securities or blue sky
     laws, (iii) fees and expenses associated with listing securities on an
     exchange or NASDAQ, (iv) word processing, duplicating and printing
     expenses, (v) messenger and delivery expenses, (vi) transfer agents',
     trustees', depositories', registrars' and fiscal agents' fees, (vii) fees
     and disbursements of counsel for the Company and of its independent public
     accountants, including the expenses of any special audits or "cold comfort"
     letters, (viii) reasonable fees and disbursements of any one counsel
     retained by the sellers of Registrable Securities, which counsel shall be
     designated in the manner specified in Section 3 and (ix) any fees and
     disbursements of underwriters customarily paid by issuers or sellers of
     securities, but excluding underwriting discounts and commissions and
     transfer taxes, if any.

                      Securities Act: the Securities Act of 1933, as amended, or
     any successor federal statute, and the rules and regulations thereunder
     which shall be in effect at the time.

                      Stockholders: (i) CPII, MCM Holding and each MCM Holding
     Distributee, in each case, if and so long as it owns any Registrable
     Securities and (ii) each Affiliated Stockholder.




                                       18

<PAGE>   22
                      12.  Miscellaneous.

                      12.1. Rule 144, etc. If the Company shall have filed a
     registration statement pursuant to the requirements of Section 12 of the
     Exchange Act or a registration statement pursuant to the requirements of
     the Securities Act relating to any class of securities, the Company will
     file the reports required to be filed by it under the Securities Act and
     the Exchange Act and the rules and regulations adopted by the Commission
     thereunder, and will take such further action as any holder of Registrable
     Securities may reasonably request, all to the extent required from time to
     time to enable such holder to sell Registrable Securities without
     registration under the Securities Act within the limitation of the
     exemptions provided by (a) Rule 144 under the Securities Act, as such rule
     may be amended from time to time or (b) any successor rule or regulation
     hereafter adopted by the Commission. Upon the request of any holder of
     Registrable Securities, the Company will deliver to such holder a written
     statement as to whether it has complied with such requirements.

                      12.2. Successors, Assigns and Transferees. This Agreement
     shall be binding upon and insure to the benefit of the parties hereto and
     their respective successors and permitted assigns under this Section 12.2.
     Provided that an express assignment shall have been made, a copy of which
     shall have been delivered to the Company, the provisions of this Agreement
     which are for the benefit of a holder of Registrable Securities shall be
     for the benefit of and enforceable by any subsequent holder of any
     Registrable Securities ("PERMITTED TRANSFEREES"), subject to the provisions
     respecting the minimum numbers or percentages of shares of Registrable
     Securities required in order to be entitled to certain rights, or to take
     certain actions, contained herein.

                      12.3. Amendment and Modification. This Agreement may be
     amended, modified or supplemented by the Company with the written consent
     of CPII, the MCM Holding Distributees Majority and a majority (by number of
     shares) of any other holder of Registrable Securities whose interests would
     be adversely affected by such amendment in a manner different from the
     effect thereof on other Registered Securities, provided that all
     Stockholders shall be notified of such amendment, modification or
     supplement.

                      12.4. Governing Law. This Agreement and the rights and
     obligations of the parties hereunder and the persons subject hereto shall
     be governed by, and construed and interpreted in accordance with, the law
     of the State of New York, without giving effect to the choice of law
     principles thereof.

                      12.5. Invalidity of Provision. The invalidity or
     unenforceability of any provision of this Agreement in any jurisdiction
     shall not affect the validity or enforceability 


                                       19

<PAGE>   23
     of the remainder of this Agreement in that jurisdiction or the validity or
     enforceability of this Agreement, including that provision, in any other
     jurisdiction.

                      12.6. Notices. All notices, requests, demands, letters,
     waivers and other communications required or permitted to be given under
     this Agreement shall be in writing and shall be deemed to have been duly
     given if (a) delivered personally, (b) mailed, certified or registered mail
     with postage prepaid, (c) sent by next-day or overnight mail or delivery or
     (d) sent by fax, as follows:

              (i)     If to the Company, to it at:

                               MCM Capital Group, Inc.
                               500 West First Street
                               Hutchinson, Kansas 67501-5222
                               Attention: Chief Executive Officer
                               Telecopier No.: (316) 665-0140

              (ii)    If to CPII, to it at:

                               C.P. International Investments Limited
                               2nd Floor, Block A, Russell Court
                               St. Stephen's Green
                               Dublin 2, Ireland
                               Attention: Managing Director
                               Telecopier No.: (011) (353) 475-6605

                      with a copy to:

                               Consolidated Press Holdings Limited
                               54-58 Park Street
                               Sydney, NSW 2000
                               Australia
                               Attention: Corporate Secretary
                               Telecopier No.: (011) (61) (2) 9267-2150




                                       20

<PAGE>   24
                      and a copy to

                               Debevoise & Plimpton
                               875 Third Avenue
                               New York, New York 10022
                               Attention: John M. Allen, Jr.
                               Telecopier No.: (212) 909-6836

                      (iii)    If to MCM Holding or any MCM Holding Distributee,
                                   to it at:

                               c/o Triarc Companies, Inc.
                               280 Park Avenue
                               New York, NY 10017
                               Attention: General Counsel
                               Telecopier No.: (212) 451-3216

                      with a copy to:

                               Paul, Weiss, Rifkind, Wharton & Garrison
                               1285 Avenue of the Americas
                               New York, NY 10019
                               Attention: Neale Albert, Esq. And 
                               Paul Ginsberg, Esq.
                               Telecopier No.: (212) 757-3990


     or to such other person or address as any party shall specify by notice in
     writing to the Company. All such notices, requests, demands, letters,
     waivers and other communications shall be deemed to have been received (w)
     if by personal delivery on the day after such delivery, (x) if by certified
     or registered mail, on the eighth business day after the mailing thereof,
     (y) if by next-day or overnight mail or delivery, on the day delivered or
     (z) if by fax, on the next day following the day on which such fax was
     sent, provided that a copy is also sent by certified or registered mail.

                      12.7. Headings; Execution in Counterparts. The headings
     and captions contained herein are for convenience and shall not control or
     affect the meaning or construction of any provision hereof. This Agreement
     may be executed in any number of counterparts, each of which shall be
     deemed to be an original and which together shall constitute one and the
     same instrument.




                                       21

<PAGE>   25
                      12.8. Injunctive Relief. Each of the parties recognizes
     and agrees that money damages may be insufficient and, therefore, in the
     event of a breach of any provision of this Agreement the aggrieved party
     may elect to institute and prosecute proceedings in any court of competent
     jurisdiction to enforce specific performance or to enjoin the continuing
     breach of this Agreement. Such remedies shall, however, be cumulative and
     not exclusive, and shall be in addition to any other remedy which such
     party may have.

                      12.9. Term. This Agreement shall be effective as of the
     date hereof and shall continue in effect thereafter until the earlier of
     (a) its termination by the consent of the parties hereto or their
     respective successors in interest and (b) the date on which no Registrable
     Securities remain outstanding.

                      12.10. Further Assurances. Subject to the specific terms
     of this Agreement, each of the Company and the Stockholders shall make,
     execute, acknowledge and deliver such other instruments and documents, and
     take all such other actions, as may be reasonably required in order to
     effectuate the purposes of this Agreement and to consummate the
     transactions contemplated hereby.

                      12.11. Entire Agreement. This Agreement is intended by the
     parties hereto as a final expression of their agreement and intended to be
     a complete and exclusive statement of their agreement and understanding in
     respect of the subject matter contained herein. This Agreement supersedes
     all prior agreements and understandings between the parties with respect to
     such subject matter.




                                       22

<PAGE>   26
                      IN WITNESS WHEREOF this Agreement has been signed by each
     of the parties hereto, and shall be effective as of the date first above
     written.


                              MCM CAPITAL GROUP, INC.



                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                              MCM HOLDING COMPANY LLC



                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:



                              C.P. INTERNATIONAL INVESTMENTS LIMITED



                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title:

<PAGE>   27
                                                            SCHEDULE A


                             MCM HOLDING DISTRIBUTEES



<PAGE>   1
                                                                  EXHIBIT 10.23





                             MCM CAPITAL GROUP, INC.
                         1999 EQUITY PARTICIPATION PLAN


1.       PURPOSE

         The purpose of the 1999 Equity Participation Plan (the "Plan") of MCM
Capital Group, Inc. (the "Company") is to promote the interests of the Company
and its stockholders by (i) securing for the Company and its stockholders the
benefits of the additional incentive inherent in owning stock of the Company by
selected officers, directors, and employees of, and key consultants to, the
Company and its subsidiaries and affiliates, as defined in Section 4 ("Eligible
Participants"), and who are important to the success and growth of the business
of the Company and its subsidiaries, and (ii) assisting the Company to secure
and retain the services of such persons. The Plan provides for granting such
persons options ("Options") for the purchase of shares of the Company's common
stock, par value $0.01 per share (the "Shares").

2.       ADMINISTRATION

         The Plan shall be administered by the Board of Directors of the Company
("Board") or a committee or subcommittee of the Board as may be designated by
the Board, upon the affirmative vote of at least two-thirds of the directors
then in office, to administer the Plan (the "Committee"). If the Board appoints
a Committee, the Committee
 will consist of at least two individuals, each of
whom qualifies as (i) a "non-employee director" under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended ("1934 Act"), and (ii) an "outside
director" under Code Section 162(m) of the Internal Revenue Code of 1986, as
amended ("Code") and the regulations issued thereunder to the extent Rule 16b-3
and Code Section 162(m apply to the Company and the Plan; however, the fact that
a Committee member shall fail to qualify under either of the foregoing
requirements shall not invalidate any award that is otherwise validly made under
the Plan. Reference to the Committee will refer to the Board if the Board does
not appoint a Committee.

         The members of the Committee may be changed at any time and from time
to time in the discretion of the Board. Subject to the limitations and
conditions hereinafter set forth, the Committee shall have authority to grant
Options hereunder, to determine the number of Shares for which each Option shall
be granted and the Option price or prices and to determine any conditions
pertaining to the exercise or to the vesting of each Option. The Committee shall
have full power to construe and interpret the Plan and any Plan agreement
executed pursuant to the Plan to establish and amend rules for its
administration, and to establish in its discretion terms and conditions
applicable to the exercise of Options. The determination of the Committee on all
matters relating to the Plan or any Plan agreement shall be conclusive. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any award hereunder.

<PAGE>   2
3.       SHARES SUBJECT TO THE PLAN

         The Shares to be transferred or sold pursuant to the exercise of
Options granted under the plan shall be authorized Shares, and may be issued
Shares reacquired by the Company and held in its treasury or may be authorized
but unissued Shares. Subject to the provisions of Section 11 hereof (relating to
adjustments in the number and classes or series of Shares to be delivered
pursuant to the Plan), the maximum aggregate number of Shares to be delivered on
the exercise of Options shall be 250,000. Notwithstanding any provision in the
Plan to the contrary, and subject to the adjustment in Section 11, the maximum
number of Shares with respect to one or more Options that may be granted to any
employee under the Plan during any fiscal year of the Company is 125,000.

         If an Option expires or terminates for any reason during the term of
the Plan and prior to the exercise in full of such Option, the number of Shares
previously subject to but not delivered under such Option shall be available for
the grant of Options thereafter.

4.       ELIGIBILITY

         Options may be granted from time to time to selected Eligible
Participants of the Company or any subsidiary or affiliate, as defined in this
Section 4. From time to time, the Committee shall designate those Eligible
Participants who will be granted Options and in connection therewith, the number
of Shares to be covered by each grant of Options. Persons granted Options are
referred to hereinafter as "optionees." Nothing in the Plan or in any grant of
Options pursuant to the Plan, shall confer on any person any right to continue
in the employ of the Company or any of its subsidiaries or affiliates, nor in
any way interfere with the right of the Company or any of its subsidiaries or
affiliates to terminate the person's employment at any time.

         The term "subsidiary" shall mean, at the time of reference, any
corporation organized or acquired (other than the Company) in an unbroken chain
of corporations beginning with the Company if, at the time of reference, each of
the corporations (including the Company) other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
The term "affiliate" shall mean any person or entity which, at the time of
reference, directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the Company.

                         PROVISIONS RELATING TO OPTIONS

5.       CHARACTER OF OPTIONS

         Options granted hereunder shall not be incentive stock Options as such
term is defined in Section 422 of the Code. Options granted hereunder shall be
"non-qualified" stock options subject to the provisions of Section 83 of the
Code.

                                       2

<PAGE>   3
         If an Option granted under the Plan is exercised by an optionee, then,
at the discretion of the Committee, the optionee may receive a replacement or
reload Option hereunder to purchase a number of Shares equal to the number of
Shares utilized to pay the exercise price and/or withholding taxes in the Option
exercise, with an exercise price equal to the "fair market value" (as defined in
Section 7 of the Plan) of a Share on the date such replacement or reload Option
is granted, and, unless the Committee determines otherwise, with all other terms
and conditions (including the date or dates of which the Option shall become
exercisable and the term of the Option) identical to the terms and conditions of
the Option with respect to which the reload Option is granted.

6.       STOCK OPTION AGREEMENT

         Each Option granted under the Plan shall be evidenced by a written
stock option agreement, which shall be executed by the Company and by the person
whom the Option is granted. The agreement shall contain such terms and
provisions, not inconsistent with the Plan, as shall be determined by the
Committee.

7.       OPTION EXERCISE PRICE

         The price per Share to be paid by the optionee on the date an Option is
exercised as determined by the Committee shall not be less than 50 percent of
the fair market value of one Share on the date the Option is granted.

         For purposes of this Plan, the "fair market value" as of any date in
respect of any Shares shall mean the closing price per Share on such date. The
closing price for such day shall be (a) as reported on the composite
transactions tape for the principal exchange on which the Shares are listed or
admitted to trading (the "Composite Tape"), or if the Shares are not reported on
the Composite Tape or if the Composite Tape is not in use, the last reported
sales price regular way on the principal national securities exchange on which
such Shares shall be listed or admitted to trading (which shall be the national
securities exchange on which the greatest number of such Shares have been traded
during the 30 consecutive trading days commencing 45 trading days before such
date), or, in either case, if there is no transaction on any such day, the
average of the bid and asked prices regular way of such day, or (b) if such
Shares are not listed on any national securities exchange, the closing price, if
reported, or, if the closing price is not reported, the average of the closing
bid and asked prices, as reported on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"). If on any such date the Shares
are not quoted by any such exchange or NASDAQ, the fair market value of the
Shares on such date shall be determined by the Committee based upon the advice
of the Company's independent auditors or other independent/disinterested third
party appraiser selected by the Committee in its sole discretion, which
determination by the Committee shall be binding and conclusive. In no event
shall the fair market value of any share be less than its par value.

                                       3

<PAGE>   4
8.       OPTION TERM

         The period after which Options granted under the Plan may not be
exercised shall be determined by the Committee with respect to each Option
granted, but may not exceed ten years from the date on which the Option is
granted, subject to the third paragraph of Section 9 hereof.

9.       EXERCISE OF OPTIONS

         The time or times at which or during which Options granted under the
Plan may be exercised, and any conditions pertaining to such exercise or to the
vesting in the optionee of the right to exercise Options, shall be determined by
the Committee in its sole discretion. Subsequent to the grant of an Option which
is not immediately exercisable in full, the Committee, at any time before
complete termination of such Option, may accelerate or extend the time or times
at which such Option may be exercised in whole or in part.

         Except as otherwise provided in this paragraph, no Option granted under
the Plan shall be assignable or otherwise transferable by the optionee, either
voluntarily or involuntarily, except by will or the laws of descent and
distribution and an Option shall be exercisable during the optionee's lifetime
only by the optionee. The Committee may in the applicable Option agreement or at
any time thereafter in an amendment to an Option agreement provide that Options
granted hereunder may be transferred with or without consideration by the
optionee, subject to such rules as the Committee may adopt to preserve the
purposes of the Plan, (i) pursuant to a domestic relations order, or (ii) to one
or more of:

                  (x)      the optionee's spouse, children, or grandchildren
                           (including adopted children, stepchildren, and
                           grandchildren) (collectively, the "Immediate
                           Family");

                  (y)      a trust solely for the benefit of the optionee and/or
                           his or her Immediate Family;

                  (z)      a partnership or limited liability company, the
                           partners or members of which are limited to the
                           optionee and his or her Immediate Family, or

                  (zz)     any other person or entity authorized by the
                           Committee.

         (each transferee is hereafter referred to as a "Permitted Transferee");
         provided, however, that the optionee gives the Committee advance
         written notice describing the terms and conditions of the proposed
         transfer and the Committee notifies the optionee in writing that such a
         transfer would comply with the requirements of the Plan, any applicable
         Option agreement and any amendments thereto.

The terms and conditions of any Option transferred in accordance with the
immediately preceding sentence shall apply to the Permitted Transferee and any
reference in the Plan or in an

                                       4

<PAGE>   5
Option agreement or any amendment thereto an optionee or grantee shall be deemed
to refer to the Permitted Transferee, except that (a) Permitted Transferees
shall not be entitled to transfer any Options, other than by will or the laws of
descent and distribution; (b) Permitted Transferees shall not be entitled to
exercise any transferred Options unless there shall be in effect a registration
statement on an appropriate form covering the shares to be acquired pursuant to
the exercise of such Option if the Committee determines that such a registration
statement is necessary or appropriate; (c) the Committee or the Company shall
not be required to provide any notice to a Permitted Transferee, whether or not
such notice is or would otherwise have been required to be given to the optionee
under the Plan or otherwise; and (d) the events of termination of employment by,
or services to, the Company under clause (b) of the third paragraph of Section 9
hereof shall continue to be applied with respect to the original optionee,
following which the Options shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in Section 9.

         Except as otherwise determined by the Committee at the time of grant or
thereafter, the unexercised portion of any Option granted under the Plan shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:

                  (a) the expiration of the period of time determined by the
         Committee upon the grant of such Option; provided that in no event
         shall such period exceed ten years from the date on which such Option
         was granted;

                  (b) the termination of the Optionee's employment by, or
         services to, the Company and its subsidiaries if such termination
         constitutes or is attributable to a breach by the optionee of an
         employment or consulting agreement with the Company or any of its
         subsidiaries, or if the optionee is discharged or if his or her
         services are terminated for cause; or

                  (c) the expiration of such period of time or the occurrence of
         such event or events as the Committee in its discretion may provide
         upon the granting thereof.

         The Committee shall have the right to determine what constitutes cause
for discharge or termination of services, whether the optionee has been
discharged or his or her services terminated for cause and the date of such
discharge or termination of services, and such determination of the Committee
shall be final and conclusive.

         Except as otherwise provided by the Committee at the time of grant or
thereafter, in the event of the death of an optionee, Options exercisable by the
optionee at the time of his or her death may be exercised within one year
thereafter by the person or persons to whom the optionee's rights under the
Options shall pass by will or by the applicable law of descent and distribution.
However, in no event may any Option be exercised by anyone after the earlier of
(a) the final date upon which the optionee could have exercised it had the
optionee continued in the employment of the Company or its subsidiaries to such
date, or (b) one year after the optionee's death.

                                       5

<PAGE>   6
         An Option may be exercised only by a notice in writing complying in all
respects with the applicable stock option agreement. Such notice may instruct
the Company to deliver Shares due upon the exercise of the Option to any
registered broker or dealer approved by the Company (an "approved broker") in
lieu of delivery to the optionee. Such instructions shall designate the account
into which the Shares are to be deposited. The optionee may tender such notice,
properly executed by the optionee, together with the aforementioned delivery
instructions, to an approved broker. The purchase price of the Shares as to
which an Option is exercised shall be paid in cash or by check, except that the
Committee may, in its discretion, allow such payment to be made by surrender of
unrestricted Shares that have been held by the Optionee for at least six months
(at their fair market value on the date of exercise), or by a combination of
cash, check and unrestricted Shares.

         Payment in accordance with this Section 9 may be deemed to be
satisfied, if and to the extent provided in the applicable option agreement, by
delivery to the Company of an assignment of a sufficient amount of the proceeds
from the sale of Shares acquired upon exercise to pay for all of the Shares
acquired upon exercise and an authorization to the broker or selling agent to
pay that amount to the Company, which sale shall be made at the optionee's
direction at the time of exercise, provided that the Committee may require the
optionee to furnish an opinion of counsel acceptable to the Committee to the
effect that such delivery would not result in the grantee incurring any
liability under Section 16 of the 1934 Act, and does not require the consent,
clearance or approval of any governmental or regulatory body (including any
securities exchange or similar self-regulatory organization).

         Wherever in this Plan or any option agreement an optionee is permitted
to pay the exercise price of an Option or taxes relating to the exercise of an
Option by delivering Shares, the optionee may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by presenting
proof of beneficial ownership of such Shares, in which case the Company shall
treat the Option as exercised without further payment and shall withhold such
number of Shares from the Shares acquired by the exercise of the Option (or if
the Option is paid in cash, cash in an amount equal to the fair market value of
such shares on the date of exercise).

         The obligation of the Company to deliver Shares upon such exercise
shall be subject to all applicable laws, rules and regulations, and to such
approvals by governmental agencies as may be deemed appropriate by the
Committee, including, among others, such steps as counsel for the Company shall
deem necessary or appropriate to comply with requirements of relevant securities
laws. Such obligation shall also be subject to the condition that the Shares
reserved for issuance upon the exercise of Options granted under the Plan shall
have been duly listed on any national securities exchange which then constitutes
the principal trading market for the Shares.

                               GENERAL PROVISIONS

10.      STOCKHOLDER RIGHTS

         No optionee shall have any of the rights of a stockholder with respect
to any Shares

                                       6

<PAGE>   7
unless and until he or she has exercised his or her Option with respect to such
Shares and has paid the full purchase price therefor.

11.      CHANGES IN SHARES

         In the event of (i) any split, reverse split, combination of shares,
reclassification, recapitalization or similar event which involves, affects or
is made with regard to any class or series of Shares which may be delivered
pursuant to the Plan ("Plan Shares"), (ii) any dividend or distribution on Plan
Shares payable in Shares, or (iii) a merger, consolidation or other
reorganization as a result of which Plan Shares shall be increased, reduced or
otherwise changed or affected, then in each such event the Committee shall, to
the extent it deems it to be consistent with such event and necessary or
equitable to carry out the purposes of the Plan, appropriately adjust (a) the
maximum number of Shares and the classes of series of such Shares which may be
delivered pursuant to the Plan, (b) the number of Shares and the classes or
series of Shares subject to outstanding Options, (c) the Option price per Share
subject to outstanding Options, and (d) any other provisions of the Plan,
provided, however, that (i) any adjustments made in accordance with clauses (b)
and (c) shall make any such outstanding Option as nearly as practicable,
equivalent to such Option immediately prior to such change and (ii) no such
adjustment shall give any optionee additional benefits under any outstanding
Option.

12.      REORGANIZATION

         In the event that the Company is merged or consolidated with another
corporation, or in the event that all or substantially all of the assets of the
Company are acquired by another corporation, or in the event of a reorganization
or liquidation of the Company (each such event being hereinafter referred to as
a "Reorganization Event") or in the event that the Board shall propose that the
Company enter into a Reorganization Event, then the Committee may in its
discretion take any or all of the following actions: (i) by written notice to
each optionee, provide that his or her Options will be terminated unless
exercised within thirty days (or such longer period as the Committee shall
determine in its sole discretion) after the date of such notice (without
acceleration of the exercisability of such Options); and (ii) advance the date
or dates upon which any or all outstanding Options shall be exercisable.

         Whenever deemed appropriate by the Committee, any action referred to in
subparagraph (i) above may be made conditional upon the consummation of the
applicable Reorganization Event. The provisions of this Section 12 shall apply
notwithstanding any other provision of the Plan.

13.      WITHHOLDING TAXES

         Whenever Shares are to be delivered under the Plan pursuant to an
award, the Committee may require as a condition of delivery that the optionee or
grantee remit an amount sufficient to satisfy all federal, state and other
governmental holding tax requirements related thereto. Whenever cash is to be
paid under the Plan, the Company may, as a condition of its payment,

                                       7

<PAGE>   8
deduct therefrom, or from any salary or other payments due to the optionee, an
amount sufficient to satisfy all federal, state and other governmental
withholding tax requirements related thereto or to the delivery of any Shares
under the Plan. Notwithstanding any provision of this Plan to the contrary, in
connection with the transfer of an Option to a Permitted Transferee pursuant to
Section 9 of the Plan, the optionee shall remain liable for any withholding
taxes required to be withheld upon the exercise of such Option by the Permitted
Transferee.

         Without limiting the generality of the foregoing, (i) the Committee may
permit an optionee to satisfy all or part of the foregoing withholding
requirements by delivery of unrestricted Shares owned by the optionee for at
least six months (or such other period as the Committee may determine) having a
fair market value (determined as of the date of such delivery by the optionee)
equal to all or part of the amount to be so withheld, provided that the
Committee may require, as a condition of accepting any such delivery, the
optionee to furnish an opinion of counsel acceptable to the Committee to the
effect that such delivery would not result in the optionee incurring any
liability under Section 16(b) of the 1934 Act; and (ii) the Committee may permit
any such delivery to be made by withholding Shares from the Shares otherwise
issuable pursuant to the award giving rise to the tax withholding obligation (in
which event the date of delivery shall be deemed the date such award was
exercised); provided that such withholding shall be based on the minimum
statutory withholding rates for federal and state purposes, including payroll
taxes, that are applicable to such supplemental taxable income.

14.      AMENDMENT AND DISCONTINUANCE

         The Board may amend, alter, suspend, discontinue, or terminate the Plan
or any portion thereof at any time; provided that no such amendment, alteration,
suspension, discontinuation, or termination shall be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement applicable to the Plan; and provided further that any such
amendment, alteration, suspension, discontinuance, or termination that would
impair the rights of any optionee or any holder or beneficiary of any Option
theretofore granted shall not to that extent be effective without the consent of
the affected optionee, holder, or beneficiary.

15.      APPLICABLE LAWS

         The obligation of the Company to deliver Shares shall be subject to all
applicable laws, rules, and regulations, and to such approvals by governmental
agencies as may be deemed appropriate by the Committee, including, among others,
such steps as counsel for the Company shall deem necessary or appropriate to
comply with requirements of relevant securities laws. Such obligation shall also
be subject to the condition that the Shares reserved for issuance upon the
exercise of Options granted under the Plan shall have been duly listed on any
national securities exchange which then constitutes the principal trading market
for the Shares.

16.      GOVERNING LAWS

         The Plan shall be applied and construed in accordance with and governed
by the law of

                                       8

<PAGE>   9
the State of Delaware, to the extent such law is not superseded by or
inconsistent with Federal law.

17.      EFFECTIVE DATE AND DURATION OF PLAN

         The Plan has been approved by the stockholders of the Company as of
June __, 1999, and shall become effective upon the closing (the "Closing") of
the initial public offering of the Company's Shares pursuant to Registration
Statement No. 333-77483 filed with the Securities and Exchange Commission. The
term during which Options may be granted under the Plan shall expire on the
tenth anniversary of the Closing.

18.      AMENDMENTS TO AGREEMENTS

         Notwithstanding any other provision of the Plan, the Committee may
amend the terms of any agreement entered into in connection with any award
granted pursuant to the Plan, provided that the terms of such amendment are not
inconsistent with the terms of the Plan.


                                       9



<PAGE>   1
                                                                   Exhibit 10.24


                      NON-INCENTIVE STOCK OPTION AGREEMENT
                                      Under
                             MCM CAPITAL GROUP, INC.
                         1999 EQUITY PARTICIPATION PLAN

                           ___ Shares of Common Stock

               MCM CAPITAL GROUP, INC. (the "Company"), pursuant to the terms of
its 1999 Equity Participation Plan (the "Plan"), hereby irrevocably grants to __
(the "Optionee") the right and option to purchase __ shares of Common Stock, par
value $.01 per share (the "Common Stock"), of the Company upon and subject to
the following terms and conditions:

               1. The Option is not intended to qualify as an incentive stock
option under the provisions of Section 422 of the Internal Revenue Code of 1986,
as amended, or its predecessor (the "Code").

               2. __________ is the date of grant of the Option ("Date of
Grant").

               3. The purchase price of the shares of Common Stock subject to
the Option shall be $ _________ per share.

               4. Subject to the Optionee's continued provision of services to
the Company, the Option shall be exercisable as follows:

                       (a) One-third of the shares of Common Stock subject to
the Option shall be exercisable after ______________.

                       (b) One-third of the shares of Common Stock subject to
the Option shall be exercisable after ______________.

                       (c) One-third of the shares of Common Stock subject to
the Option shall be exercisable after ______________.

              [Notwithstanding the foregoing, in the event of the termination
 of
the Optionee's services to the Company as a result of the Optionee's death, the
Option shall be deemed to be fully (100%) vested and exercisable as of
immediately prior to the Optionee's death.]

               5. The unexercised portion of the Option shall automatically and
without notice terminate and become null and void at the earlier of (a)
expiration of ten (10) years from the Date of Grant and (b) the earliest
applicable time specified in Section 6.

               6. The unexercised portion of any such Option shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following:

                       (a) ______________;

<PAGE>   2
                       (b) the termination of the Optionee's services to the
Company and its subsidiaries if the Optionee's services are terminated for
"cause," that is for "cause" or any like term, as defined in any written
contract between the Company and the Optionee; or if not so defined, (i) on
account of fraud, embezzlement or other unlawful or tortious conduct, whether or
not involving or against the Company or any affiliate, (ii) for violation of a
policy of the Company or any affiliate, (iii) for serious and willful acts or
misconduct detrimental to the business or reputation of the Company or any
affiliate; or

                       (c) the termination of Optionee's services to the Company
and its subsidiaries for reasons other than as provided in subsection (b) or (d)
of this Section 6; provided, however, that the portion of Options granted to
such Optionee which were exercisable immediately prior to such termination may
be exercised until the earlier of (i) 90 days after his termination of service
or (ii) the date on which such Options terminate or expire in accordance with
the provisions of this Agreement (other than this Section 6); or

                       (d) the termination of Optionee's services to the Company
and its subsidiaries by reason of the Optionee's death, or if the Optionee's
services terminate in the manner described in subsection (c) of this Section 6
and the Optionee dies within such period for exercise provided for therein;
provided, however, that the portion of Options exercisable by the Optionee
immediately prior to the Optionee's death shall be exercisable by the Optionee's
executors or administrators, as provided in Section 10, or by the person to whom
such Options pass (the Optionee's "Beneficiary") under such Optionee's will (or,
if applicable, pursuant to the laws of descent and distribution) until the
earlier of (i) one year after the Optionee's death or (ii) the date on which
such Options terminate or expire in accordance with the provisions of this
Agreement (other than this Section 6).

               7. The Option shall be exercised by the Optionee (or by the
Optionee's Beneficiary, as provided in Section 6, or by the Optionee's executors
or administrators, as provided in Section 9), subject to the provisions of the
Plan and of this Agreement, as to all or part of the shares of Common Stock
covered hereby, as to which the Option shall then be exercisable, by the giving
of written notice of such exercise to the Company at its principal business
office, accompanied by payment of the full purchase price for the shares being
purchased. Payment of such purchase price shall be made (a) by cash or by check
payable to the Company and/or (b) by delivery of unrestricted shares of Common
Stock having a fair market value (determined as of the date the Option is
exercised, but in no event at a price per share less than the par value per
share of the Common Stock delivered) equal to all or part of the purchase price
and that have been held for more than six months and, if applicable, of a check 
payable to the Company for any remaining portion of the purchase price. 
Whenever the Optionee is permitted to pay the exercise price of an Option or 
taxes relating to the exercise of an Option by deliveringshares of 
Common Stock, the Optionee may, subject to procedures satisfactory to
the Committee (as defined in the Plan), satisfy such delivery requirement by
presenting proof of beneficial ownership of such shares, in which case the
Company shall treat the Option as exercised without further payment and shall
withhold such number of shares from the shares acquired by the exercise of the
Option (or if the Option is paid in cash, cash in an amount equal to the fair
market value of such shares on the date of exercise). Payment in accordance with
this Section 7 may be satisfied by delivery to the Company of an assignment of
sufficient amount of the proceeds from the sale of shares of Common Stock
acquired upon exercise of the Option to pay for all of the shares of Common
Stock acquired upon 

<PAGE>   3
such exercise and on authorization to the broker or selling agent to pay that
amount to the Company, which sale shall be made at the Optionee's direction at
the time of exercise, provided that the Committee may require Optionee to
furnish an opinion of counsel acceptable to the Committee to the effect that
such delivery would not result in the Optionee incurring any liability under
Section 16 of the Act and does not require the consent, clearance or approval of
any governmental or regulatory body (including any securities exchange or
similar self-regulatory organization).

               The Company shall cause certificates for the shares so purchased
to be delivered to the Optionee or the Optionee's executors or administrators,
against payment of the purchase price, as soon as practicable following the
Company's receipt of the notice of exercise.

               8. Neither the Optionee nor the Optionee's Beneficiary, executors
or administrators shall have any of the rights of a stockholder of the Company
with respect to the shares subject to the Option until a certificate or
certificates for such shares shall have been issued upon the exercise of the
option.

               9. The Option shall not be transferable by the Optionee other
than to the Optionee's Beneficiary, executors or administrators by will or the
laws of descent and distribution, and during the Optionee's lifetime shall be
exercisable only by the Optionee.

               10. In the event of the Optionee's death, the Option shall
thereafter be exercisable (to the extent otherwise exercisable hereunder) only
by the Optionee's Beneficiary, executors or administrators.

               11. The terms and conditions of the Option, including the number
of shares and the class or series of capital stock which may be delivered upon
exercise of the Option and the purchase price per share, are subject to
adjustment as provided in Paragraph 11 of the Plan.

               12. The Optionee, by the Optionee's acceptance hereof, represents
and warrants to the Company that the Optionee's purchase of shares of capital
stock upon the exercise hereof shall be for investment and not with a view to
distribution and agrees that the shares of capital stock will not be disposed of
except pursuant to an applicable effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), unless the Company
shall have received an opinion of counsel satisfactory to the Company that such
disposition is exempt from such registration under the Securities Act.

               The Optionee agrees that the obligation of the Company to issue
shares upon the exercise of the Option shall also be subject, as conditions
precedent, to compliance with applicable provisions of the Act, state securities
or corporation laws, rules and regulations under any of the foregoing and
applicable requirements of any securities exchange upon which the Company's
securities shall be listed.

               The Company may endorse an appropriate legend referring to the
foregoing 

<PAGE>   4
representations and restrictions upon the certificate or certificates
representing any shares issued or transferred to the Optionee upon the exercise
of the Option.

                13. The Option has been granted subject to the terms and
conditions of the Plan, a copy of which has been provided to the Optionee and
which the Optionee acknowledges having received and reviewed. Any conflict
between this Agreement and the Plan shall be decided in favor of the provisions
of the Plan. Terms used but not defined in this Agreement shall have the
meanings given to them in the Plan. This Agreement may not be amended in any
manner adverse to the Optionee except by a written agreement executed by the
Optionee and the Company.

               14. This grant does not constitute an employment contract.
Nothing herein shall confer upon the Optionee the right to continue to serve as
a director or officer to the Company or any of its subsidiaries for the length
of the vesting schedule set forth in Section 4 or for any portion thereof.

               IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed by an officer duly authorized thereto as of the ___ day of _______,
______.

                                             MCM CAPITAL GROUP, INC.


                                             By:___________________________
                                                Name:
                                                Title:

                                             ACCEPTED AND AGREED TO:


                                             ______________________________






<PAGE>   1
 
                                                                    Exhibit 23.1
 
                        CONSENT OF INDEPENDENT AUDITORS
 
   
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our report dated April 29, 1999 (except
for Note 13 as to which the date is             , 1999) in Amendment No. 2 to
the Registration Statement (Form S-1) and related Prospectus of MCM Capital
Group, Inc. (formerly Midland Corporation of Kansas) dated June 11, 1999.
    
 
                                                               Ernst & Young LLP
 
Kansas City, Missouri
 
   
The foregoing consent is in the form that will be signed upon the completion of
the restatement of capital accounts and the merger described in Note 13 to the
consolidated financial statements.
    
 
                                                           /s/ Ernst & Young LLP
 
Kansas City, Missouri
   
June 10, 1999
    





<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                       2,244,102
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 25,402,808
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                              0
<ALLOWANCE>                                          0
<TOTAL-ASSETS>                              40,294,384
<DEPOSITS>                                           0
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                         27,257,372
<LONG-TERM>                                          0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        49,411
<OTHER-SE>                                  12,987,601
<TOTAL-LIABILITIES-AND-EQUITY>              40,294,384
<INTEREST-LOAN>                                      0
<INTEREST-INVEST>                                    0
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                     0
<INTEREST-DEPOSIT>                                   0
<INTEREST-EXPENSE>                             218,520
<INTEREST-INCOME-NET>                                0
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                               (90,574)
<INCOME-PRETAX>                              1,370,580
<INCOME-PRE-EXTRAORDINARY>                     824,408
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   824,408
<EPS-BASIC>                                      .17
<EPS-DILUTED>                                      .17
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>