0000100493-14-000098.txt : 20140701 0000100493-14-000098.hdr.sgml : 20140701 20140701075101 ACCESSION NUMBER: 0000100493-14-000098 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hillshire Brands Co CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-30181 FILM NUMBER: 14950751 BUSINESS ADDRESS: STREET 1: 400 SOUTH JEFFERSON STREET CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 3126146000 MAIL ADDRESS: STREET 1: 400 SOUTH JEFFERSON STREET CITY: CHICAGO STATE: IL ZIP: 60607 FORMER COMPANY: FORMER CONFORMED NAME: Sara Lee Corp DATE OF NAME CHANGE: 20061129 FORMER COMPANY: FORMER CONFORMED NAME: LEE SARA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYSON FOODS INC CENTRAL INDEX KEY: 0000100493 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 710225165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 2200 DON TYSON PARKWAY CITY: SPRINGDALE STATE: AR ZIP: 72762-6999 BUSINESS PHONE: 479-290-4000 MAIL ADDRESS: STREET 1: P O BOX 2020 STREET 2: P O BOX 2020 CITY: SPRINGDALE STATE: AR ZIP: 72765-2020 SC TO-C 1 scheduleto-cxxhillshirepin.htm SC TO-C ScheduleTO-C--HillshirePinnacleAnnouncement




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934

THE HILLSHIRE BRANDS COMPANY
(Name of Subject Company)
TYSON FOODS, INC.
HMB HOLDINGS, INC.
(Names of Filing Persons — Offeror)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
________________
432589109
(Cusip Number of Class of Securities)

David L. Van Bebber
Executive Vice President and General Counsel
Tyson Foods, Inc.
2200 Don Tyson Parkway
Springdale, Arkansas 72762-6999
(479) 290-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:

George R. Bason, Jr.
Marc O. Williams
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000


CALCULATION OF FILING FEE
 

Transaction Valuation*
 
Amount of Filing Fee*
N/A
 
N/A
 
*
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

£
Check 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:
Not applicable.
 
Filing Party:
Not applicable.
Form or Registration No.:
Not applicable.
 
Date Filed:
Not applicable.

R
Check the box if the filing relates solely 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:






R
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. £

Exhibit No.    Description

99.1     Internal announcement issued by the Company on June 30, 2014




    
 EX-99.1 2 internalmemo63014.htm INTERNAL MEMO InternalMemo63014

Update: Hillshire Brands
Pinnacle Foods Inc. today announced that it has exercised its right to terminate its merger agreement with The Hillshire Brands Company. Below is a link to the Pinnacle news release as well the Tyson Foods’ statement about the announcement.

Pinnacle News Release
Pinnacle Foods Announces Termination of Merger Agreement with Hillshire Brands

Tyson Foods Statement
We have seen the Pinnacle Foods announcement and understand the board of directors of Hillshire Brands will now consider our previously announced offer. However, we have no additional comment at this point.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer (the “Offer”) has not yet commenced. Accordingly, this communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any shares of the common stock of The Hillshire Brands Company (“Hillshire”) or any other securities. On the commencement date of any Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related materials, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Tyson Foods, Inc. (“Tyson”) and HMB Holdings, Inc., a wholly owned subsidiary of Tyson, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Hillshire. The offer to purchase shares of Hillshire common stock will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed with the SEC by Tyson as part of its Schedule TO. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the Offer, as they may be amended from time to time, when they become available, because they will contain important information about the Offer, including its terms and conditions, and should be read carefully before any decision is made with respect to the Offer. Investors and security holders may obtain free copies of these statements (when available) and other materials filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing requests for such materials to the information agent for the Offer, which will be named in the tender offer statement.