0000950144-01-507912.txt : 20011026
0000950144-01-507912.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950144-01-507912
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011018
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 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-32920
FILM NUMBER: 1761293
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: PF MANAGEMENT INC
CENTRAL INDEX KEY: 0001139217
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 522304935
STATE OF INCORPORATION: NC
FISCAL YEAR END: 0228
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 361 SECOND STREET, N.W.
CITY: HICKORY
STATE: NC
ZIP: 28603
BUSINESS PHONE: 8283042307
MAIL ADDRESS:
STREET 1: 361 SECOND STREET, NW
CITY: HICKORY
STATE: NC
ZIP: 28603
SC 13D/A
1
g72192asc13da.txt
PIERRE FOODS, INC./PF MANAGEMENT, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
PIERRE FOODS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
720830 10 8
(CUSIP Number)
David R. Clark
PF Management, Inc.
361 Second Street, NW
Hickory, NC 28603
(828) 304-2307
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
Page 1 of 4
--------------------------- ----------------------------
CUSIP No. 720830 10 8 13D Page 2 of 4 Pages
--------------------------- ----------------------------
------- ------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PF Management, Inc.
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
3 SEC USE ONLY
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO, WC
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
------- ------------------------------------------------------------------------
-------------------------- ----- -----------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH
-------------------------- ----- -----------------------------------------------
-------------------------- ----- -----------------------------------------------
8 SHARED VOTING POWER
3,630,212
-------------------------- ----- -----------------------------------------------
-------------------------- ----- -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------- ----- -----------------------------------------------
-------------------------- ----- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
3,630,212
-------------------------- ----- -----------------------------------------------
------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,630,212
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES CERTAIN SHARES
[ ]
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.8%
------- ------------------------------------------------------------------------
------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------- ---------------------------------------------------------------
Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER
Item 1 is not amended.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is not amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is not amended.
ITEM 4. PURPOSE OF THE TRANSACTION
On October 16, 2001, Pierre Foods, Inc. (the "Company") filed a
quarterly report on Form 10-Q for the three months ended September 1, 2001,
which included substantially the following disclosure:
"On April 26, 2001, the Company signed a definitive exchange agreement
documenting a management buyout proposal by PF Management, Inc. In July
2001, the Special Committee of the Board of Directors of the Company
received a competing proposal from William E. Simon & Sons ("Simon")
and Triton Partners ("Triton") in which Simon and Triton proposed to
commence a tender offer to purchase the Company's common stock for
$2.50 per share, subject to certain conditions. The Special Committee
was considering the Simon and Triton proposal in light of the exchange
agreement and other factors when it was contacted in August 2001 by
Anderson, Kill & Olick, P.C. ("AKO"), counsel to an Ad Hoc Committee of
holders of the Company's 10-3/4% Senior Notes Due 2006. AKO stated that
the members of the Ad Hoc Committee, who collectively owned at least
$90 million in aggregate principal amount of the Senior Notes, were
interested in negotiating with the Company to restructure the Company's
debt and equity capital. The Special Committee and the Board of
Directors decided that the Company should pursue these negotiations.
In September and October, representatives of the Ad Hoc Committee met
with the Company's management and began conducting due diligence of the
Company. In addition to its legal counsel, the Ad Hoc Committee has
engaged CIBC World Markets Corp. ("CIBC") as its financial advisor. The
Company has agreed to compensate AKO for its reasonable fees and
disbursements related to representation of the Ad Hoc Committee and has
agreed to pay CIBC's fees for advising the Ad Hoc Committee.
The Company is currently preparing a comprehensive restructuring
proposal, which it intends to present to the Ad Hoc Committee later
this month. Once the Company makes its proposal, it hopes to negotiate
detailed terms of a broad restructuring with AKO and CIBC on behalf of
the Ad Hoc Committee. No assurance can be offered as to whether, when
or how these negotiations may come to fruition. The exchange agreement
between PF Management, Inc. and the Company remains in effect. The
competing proposal made by Simon and Triton has not been withdrawn."
Effective September 18, 2001, PF Management, Inc. ("PFMI"), the
Company, James C. Richardson, Jr. and David R. Clark entered into an amendment
to the Agreement and Plan of Share Exchange dated as of April 26, 2001 (the
"Exchange Agreement") in order to extend the termination date of the Exchange
Agreement and to provide for the payment of PFMI's expenses under the
circumstances set forth in the amendment. In consideration of the amendment,
PFMI has agreed to forbear in terminating the Exchange Agreement and receive
reimbursement of its expenses until further notice. PFMI presently intends to
pursue the transaction contemplated by the Exchange Agreement as an integral
part of the restructuring described in the Company's Form 10-Q report, though
the restructuring is expected to result in changes to the terms of the Exchange
Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is not amended.
Page 4 of 4 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1.1 Amendment No. 1 to Agreement and Plan of Share Exchange, incorporated
by reference to Schedule 14D-9, Amendment No. 3, filed by Pierre Foods,
Inc. on September 26, 2001.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
PF MANAGEMENT, INC.
BY: /s/ David R. Clark
-------------------------------- October 18, 2001
David R. Clark
President