-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYOdPtM1AG2OdXAeIxkWBJdAsyDQ5fWzUaWBMm6rIPn7uusmsbSd+ZYInd6Uj9o9 JVuubAlSEAGef8fgl5QSJQ== 0000895527-01-000017.txt : 20010307 0000895527-01-000017.hdr.sgml : 20010307 ACCESSION NUMBER: 0000895527-01-000017 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010301 GROUP MEMBERS: COMPASS GROUP PLC GROUP MEMBERS: YORKMONT ONE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON MANAGEMENT SPECIALISTS INC CENTRAL INDEX KEY: 0001007507 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 631155966 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-45669 FILM NUMBER: 1559102 BUSINESS ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 BUSINESS PHONE: 7704373300 MAIL ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON HEALTH CARE INC DATE OF NAME CHANGE: 19960209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YORKMONT ONE INC CENTRAL INDEX KEY: 0001133799 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: GA FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: P.O. BOX 31247 CITY: CHARLOTTE STATE: NC ZIP: 28231 BUSINESS PHONE: 7043432030 SC TO-T/A 1 0001.txt ------------------------------------------------------------ ------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- MORRISON MANAGEMENT SPECIALISTS, INC. (Name of Subject Company (Issuer)) YORKMONT ONE, INC. COMPASS GROUP PLC (Names of Filing Persons (Offerors)) --------------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING ASSOCIATED RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK) (Title of Class of Securities) --------------------- 618459101 (Cusip Number of Class of Securities) LAUREN A. STOERY, ESQ. GENERAL COUNSEL COMPASS GROUP USA, INC. 2400 YORKMONT ROAD CHARLOTTE, NORTH CAROLINA 28217 TELEPHONE: (704) 329-4034 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: BOYD C. CAMPBELL, JR., ESQ. SMITH HELMS MULLISS & MOORE, L.L.P. 201 NORTH TRYON STREET CHARLOTTE, NORTH CAROLINA 28202 TELEPHONE: (704) 343-2030 [ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid:...................... N/A Form or Registration No.:.................... N/A Filing Party:................................ N/A Date Filed:.................................. N/A [ ] CHECK THE BOX IF THE FILING RELATES TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1. [ ] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4. [ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3. [ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - ------------------------------------------------------------ This Amendment No. 1 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") relating to the offer by Yorkmont One, Inc., a Georgia corporation (the "Purchaser") and a wholly owned indirect subsidiary of Compass Group PLC, a public limited company incorporated under the laws of England and Wales ("Parent"), to purchase all the outstanding shares of common stock, par value $.01 per share, including the associated rights to purchase Series A Junior Participating Preferred Stock (the "Shares"), of Morrison Management Specialists, Inc., a Georgia corporation (the "Company"), at a purchase price of $40.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 16, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal. This Amendment is being filed on behalf of the Purchaser and Parent. ITEM 11. ADDITIONAL INFORMATION. Effective February 26, 2001, Parent was advised by the Federal Trade Commission that early termination had been granted for the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Offer and the Agreement and Plan of Merger dated as of February 6, 2001 by and among Parent, the Purchaser and the Company, as amended. The full text of the press release issued by Parent on March 1, 2001, is attached hereto as Exhibit (a)(5)(A). ITEM 12. EXHIBITS. *(a)(1)(A) Offer to Purchase dated February 16, 2001. *(a)(1)(B) Letter of Transmittal. *(a)(1)(C) Notice of Guaranteed Delivery. *(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. *(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(G) Joint Press Release issued by Parent and the Company on February 6, 2001. *(a)(1)(H) Summary Advertisement published February 16, 2001. (a)(5)(A) Press Release issued by Parent March 1, 2001. (b) Not applicable. *(d)(1) Agreement and Plan of Merger dated as of February 6, 2001, as amended, among Parent, Purchaser and the Company. *(d)(2) Confidentiality Agreement dated December 4, 2000, between Parent and the Company. *(d)(3) Employment Agreement and Addendum, each dated as of February 5, 2001 between the Company and Glenn A. Davenport. *(d)(4) Employment Agreement and Addendum, each dated as of February 5, 2001 between the Company and K. Wyatt Engwall. *(d)(5) Employment Agreement and Addendum, each dated as of February 5, 2001 between the Company and Gary L. Gaddy. (g) Not applicable. (h) Not applicable. - ---------------------------------------------------- * Previously filed. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. YORKMONT ONE, INC. By: /s/ THOMAS G. ONDROF Thomas G. Ondrof Chief Financial Officer COMPASS GROUP PLC By: /s/ THOMAS G. ONDROF Thomas G. Ondrof Authorized Agent Dated: March 1, 2001 INDEX TO EXHIBITS EXHIBIT NUMBER DOCUMENT - -------------- ----------------------------------------- *(a)(1)(A) Offer to Purchase dated February 16, 2001. *(a)(1)(B) Letter of Transmittal. *(a)(1)(C) Notice of Guaranteed Delivery. *(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. *(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. *(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(1)(G) Joint Press Release issued by Parent and the Company on February 6, 2001. *(a)(1)(H) Summary Advertisement published February 16, 2001. (a)(5)(A) Press Release issued by Parent March 1, 2001. (b) Not applicable. *(d)(1) Agreement and Plan of Merger dated as of February 6, 2001, as amended, among Parent, Purchaser and the Company. *(d)(2) Confidentiality Agreement dated December 4, 2000, between Parent and the Company. *(d)(3) Employment Agreement and Addendum, each dated as of February 5, 2001 between the Company and Glenn A. Davenport. *(d)(4) Employment Agreement and Addendum, each dated as of February 5, 2001 between the Company and K. Wyatt Engwall. *(d)(5) Employment Agreement and Addendum, each dated as of February 5, 2001 between the Company and Gary L. Gaddy. (g) Not applicable. (h) Not applicable. - ---------------------------------------------------- * Previously filed. EX-99 2 0002.txt Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE CONTACT: Compass Group PLC Cheryl Webster 704-329-4018 Compass Group PLC Announces Early Termination Of Hart-Scott-Rodino Waiting Period CHARLOTTE, NORTH CAROLINA, March 1, 2001 -- Compass Group PLC (CPG.L) today announced that it has received early termination of the waiting period under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 with respect to the tender offer by its wholly-owned indirect acquisition subsidiary, Yorkmont One, Inc., for all of the outstanding shares of common stock of Morrison Management Specialists, Inc. The tender offer was commenced on February 16, 2001 at a price of $40.00 per share, net to seller, in cash. The tender offer is also subject to certain conditions, including the valid tender of at least a majority of the shares of Morrison common stock on a fully diluted basis, without withdrawal. The early termination of the Hart- Scott-Rodino waiting period has satisfied one of the conditions to the tender offer. Compass Group is the world's largest foodservice company with annual revenues in excess of $10.7 billion employing over 250,000 people in 80 countries worldwide. The company is quoted on the London Stock Exchange and its website is www.compass-group.com. In North America alone the company has annual revenues of $3.2 billion and employs 86,000 people. Compass Group is the Official Catering Services Supplier for the 2002 Olympic and Paralympic Winter Games in Salt Lake City. Compass Group will provide catering and concession services to the 3,500 residents of the Olympic Village as well as more than 125,000 people daily during the Olympic Winter Games, including members of the worldwide media, judges and officials. For more information, visit its North American Division website at www.compass-usa.com. -----END PRIVACY-ENHANCED MESSAGE-----