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
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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).
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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
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