0000897069-01-500441.txt : 20011009 0000897069-01-500441.hdr.sgml : 20011009 ACCESSION NUMBER: 0000897069-01-500441 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIERRE FOODS INC CENTRAL INDEX KEY: 0000067494 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 560945643 STATE OF INCORPORATION: NC FISCAL YEAR END: 0306 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32920 FILM NUMBER: 1745848 BUSINESS ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 8283040027 MAIL ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: FRESH FOODS INC DATE OF NAME CHANGE: 19980513 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STEER MOM N POPS INC DATE OF NAME CHANGE: 19880719 FORMER COMPANY: FORMER CONFORMED NAME: WSMP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PIERRE FOODS INC CENTRAL INDEX KEY: 0000067494 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 560945643 STATE OF INCORPORATION: NC FISCAL YEAR END: 0306 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 8283040027 MAIL ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: FRESH FOODS INC DATE OF NAME CHANGE: 19980513 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STEER MOM N POPS INC DATE OF NAME CHANGE: 19880719 FORMER COMPANY: FORMER CONFORMED NAME: WSMP INC DATE OF NAME CHANGE: 19920703 SC 13E3/A 1 dkm68.txt SCHEDULE 13E-3 AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13E-3/A RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) PIERRE FOODS, INC. ------------------ (Name of the Issuer) Pierre Foods, Inc. James C. Richardson, Jr. David R. Clark James M. Templeton PF Management, Inc. ------------------- (Names of Persons Filing Statement) Common Stock, No Par Value Per Share, and the Associated Rights to Purchase Junior Participating Preferred Stock, Series A -------------------------------------------------------------------------------- (Title of Class of Securities) 720 830 10 8 ----------- (CUSIP Number of Class of Securities) Ms. Pamela M. Witters Mr. David R. Clark Chief Financial Officer President Pierre Foods, Inc. PF Management, Inc. 9990 Princeton Road 361 Second Street, NW Cincinnati, OH 45246 Hickory, NC 28601 (513) 874-8741 (828) 304-2307 -------------------------------------------------------------------------------- (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) Copies to: Patrick Daugherty, Esq. Garza Baldwin, III, Esq. Foley & Lardner Womble Carlyle Sandridge 150 West Jefferson Avenue & Rice, PLLC Suite 1000 3300 One First Union Center Detroit, MI 48226-4416 Charlotte, NC 28202-6025 (313) 442-6495 (704) 331-4907 This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [X] Check the following box if the filing is a final amendment reporting the results of the transaction: [ ] CALCULATION OF FILING FEE -------------------------------------------------------------------------------- TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2) -------------------------------------------------------------------------------- $2,603,035 $521 -------------------------------------------------------------------------------- (1) For purposes of calculating the filing fee only. Assumes the exchange of 2,151,268 shares of common stock, no par value per share, of Pierre Foods, Inc. for $1.21 per share. (2) Calculated in accordance with Exchange Act Rule 0-11, this amount is 1/50th of 1% of the value of the securities proposed to be acquired. [X] Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $521 Filing Party: Pierre Foods, Inc. Form or Registration No.: Preliminary Schedule 14A Date Filed: May 2, 2001 This Amendment No. 5 to Rule 13e-3 Transaction Statement is being filed incident to the filing by Pierre Foods, Inc., a North Carolina corporation ("Pierre Foods"), with the Securities and Exchange Commission on September 26, 2001, of Schedule 14D-9, Amendment No. 3. Pierre Foods filed Schedule 14D-9, Amendment No. 3, to report the execution on September 18, 2001, of Amendment No. 1 to Agreement and Plan of Share Exchange by and among Pierre Foods, Inc. (the "Company"), PF Management, Inc. ("PF Management"), James C. Richardson, Jr. and David R. Clark (the "Amendment"). The Amendment amends Sections 2.2(b)(i) and 2.3(b) of the Agreement and Plan of Share Exchange (the "Agreement") (attached as Exhibit (d)(1) to Schedule 13E-3 filed with the Securities and Exchange Commission on July 9, 2001) to extend the expiration date of the Agreement from September 30, 2001, to March 2, 2002, and to provide that the Company will reimburse PF Management's Expenses (as that term is defined in the Agreement) in the event the Agreement expires and the Company enters into an Acquisition Transaction (as that term is defined 2 in the Agreement) within one year. In exchange for the Company's entering into the Amendment, PF Management has agreed to continue to forbear in the exercise of its right to terminate the Agreement and receive reimbursement of its Expenses. Pursuant to General Instruction J to Schedule 13E-3 all previously disclosed information is omitted. ITEM 16. EXHIBITS. (d)(3) Letter dated July 31, 2001, from Garza Baldwin, III, to Patrick Daugherty (incorporated by reference to Schedule 14D-9, Amendment No. 3 filed by Pierre Foods pursuant to Rule 14d-9 on September 26, 2001). (d)(4) Amendment No. 1 to Agreement and Plan of Share Exchange dated as of September 18, 2001, by and among Pierre Foods, Inc., PF Management, Inc., James C. Richardson, Jr. and David R. Clark (incorporated by reference to Schedule 14D-9, Amendment No. 3 filed by Pierre Foods pursuant to Rule 14d-9 on September 26, 2001). 3 SIGNATURES After due inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: September 26, 2001 PIERRE FOODS, INC. By: /s/ Pamela M. Witters ---------------------------------- Pamela M. Witters Chief Financial Officer /s/ James C. Richardson, Jr. -------------------------------------- James C. Richardson, Jr. /s/ David R. Clark -------------------------------------- David R. Clark /s/ David R. Clark -------------------------------------- James M. Templeton By: David R. Clark, Attorney-in-Fact PF MANAGEMENT, INC. By: /s/ David R. Clark ---------------------------------- David R. Clark President 4