-----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, C5pdGpRLmkPntyyYfCNUko917riYGTWPRUcKqZWpvuUPSPiAsehsVw2gepP3N4g/ qGEP3aq+lGewglRjYQ7vUg== 0000950144-01-003710.txt : 20010321 0000950144-01-003710.hdr.sgml : 20010321 ACCESSION NUMBER: 0000950144-01-003710 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010320 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: 1572817 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 g67783scto-ta.txt MORRISON MANAGEMENT SPECIALISTS/YORKMONT ONE 1 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 (AMENDMENT NO. 2) --------------------- 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 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** $511,353,360 $102,270.68 * FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES THE PURCHASE OF 12,783,834 SHARES OF COMMON STOCK OF MORRISON MANAGEMENT SPECIALISTS, INC. AT THE TENDER OFFER PRICE OF $40.00 PER SHARE OF COMMON STOCK. ** THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50 OF 1% OF THE TRANSACTION VALUATION. [X ] 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. 2 AMOUNT PREVIOUSLY PAID:............... $102,270.68 FORM OR REGISTRATION NO.:............. SCHEDULE TO/A AMENDMENT NO. 2 FILING PARTY:......................... YORKMONT ONE, INC. AND COMPASS GROUP PLC DATE FILED:........................... MARCH 19, 2001 [ ] 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. 2 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") as amended by Amendment No. 1 to the Schedule TO filed March 1, 2001, 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. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. ITEM 1. SUMMARY TERM SHEET. In order to clarify that payment may not be delayed for reasons of legal compliance generally, but solely for receipt of regulatory approvals, Item 1 and the remainder of the Schedule TO is hereby amended to delete the second sentence under Section 4 of the Offer to Purchase (and elsewhere in the document where such sentence appears) and to replace such sentence (or similar language) with the following sentence: "The Purchaser, subject to the Merger Agreement, expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or payment for, Shares in anticipation of regulatory approvals, including, without limitation, the HSR Act." 3 ITEM 4. TERMS OF THE TRANSACTION. Item 4 to the Schedule TO is hereby amended and supplemented by adding the following sentence: "All conditions to the Offer will be satisfied or waived on or before the expiration of the Offer." ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 7 of the Schedule TO is hereby amended and supplemented to include the following additional information. Section 10 on page 18 of the Offer to Purchase is amended and supplemented to include the following information: "Funds to purchase tendered Shares are expected to be obtained under Parent's existing revolving credit facility dated as of June 6, 2000 between Granada Compass (since novated to Parent) and a syndicate of six arranging banks (now further syndicated) presently in the principal amount of (pound)3,750,000,000. The interest rate for this facility is LIBOR plus 0.5 percent plus mandatory costs." 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. 4 *(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 20, 2001 -----END PRIVACY-ENHANCED MESSAGE-----