-----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, Uj26LdG1N6Je3h8YE6JevEzgBpmUXPNykG3SJhiqqX+RCX8gnsejYVA9l1AlkpZp OVwT6lhyo1/RRc10lXfOQw== 0000950123-01-504915.txt : 20010801 0000950123-01-504915.hdr.sgml : 20010801 ACCESSION NUMBER: 0000950123-01-504915 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010731 GROUP MEMBERS: DM ACQUISITION CORP GROUP MEMBERS: DM ASSOCIATES LIMITED PARTNERS GROUP MEMBERS: NEW DM MANAGEMENT ASSOCIATES I GROUP MEMBERS: ROBERT B STEIN JR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAIRY MART CONVENIENCE STORES INC CENTRAL INDEX KEY: 0000721675 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 042497894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-36859 FILM NUMBER: 1693926 BUSINESS ADDRESS: STREET 1: 210 BROADWAY EAST CITY: CUYAHOGA FALLS STATE: OH ZIP: 44222 BUSINESS PHONE: 2037414444 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAIRY MART CONVENIENCE STORES INC CENTRAL INDEX KEY: 0000721675 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 042497894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 210 BROADWAY EAST CITY: CUYAHOGA FALLS STATE: OH ZIP: 44222 BUSINESS PHONE: 2037414444 SC 13E3/A 1 y48742a1sc13e3a.txt AMENDMENT NO. 1 TO SCHEDULE 13E-3 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-3 (RULE 13E-3 100) AMENDMENT NO. 1 TRANSACTION STATEMENT PURSUANT TO SECTION 13(E) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Dairy Mart Convenience Stores, Inc. - -------------------------------------------------------------------------------- (Name of the Issuer) Dairy Mart Convenience Stores, Inc., Robert B. Stein, Jr., DM Acquisition Corp., DM Associates Limited Partnership, New DM Management Associates I - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 23386030 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Gregory G. Landry Chief Executive Office and President. Dairy Mart Convenience Stores, Inc. One Dairy Mart Way 300 Executive Parkway West Hudson, Ohio 44236 Telephone Number: (330) 342-6700 WITH COPIES TO: John M. Gherlein Roland Hlawaty Baker & Hostetler LLP Milbank, Tweed, Hadley & McCloy LLP 3200 National City Center One Chase Manhattan Plaza 1900 E. 9th Street New York, NY 10005 Cleveland, Ohio 44114-3485 (212) 530-5735 (216) 861-7398
- -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) 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 and 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: [ ] Calculation of Filing Fee
- --------------------------------------------------------------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE - --------------------------------------------------------------------------------------------- $19,591,138 $3,918.23 - ---------------------------------------------------------------------------------------------
[X] 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: $3,918.23 Filing Party: Dairy Mart Convenience Stores, Inc. ------------------ ---------------------------------------- Form or registration no.: Schedule 14A Date filed: May 7, 2001 ---------------- ------------------------------------------
2 This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended, the "Schedule 13E-3") is being filed by: (1) Dairy Mart Convenience Stores, Inc., a Delaware corporation (the "Company"), (2) Robert B. Stein, Jr., a director of the Company,(3) DM Acquisition Corp., (4) DM Associates Limited Partnership and (5) New DM Management Associates I and is the final amendment to the Schedule 13E-3. ITEM 15. ADDITIONAL INFORMATION. On July 30, 2001, the Company issued a press release announcing the termination of the Agreement and Plan of Merger dated as of March 15, 2001 between the Company and DM Acquisition Corp. A copy of the press release is attached hereto as Exhibit (a)(3) and incorporated by reference to the Schedule 13E-3. ITEM 16. EXHIBITS. Item 16 is amended by adding the following in the appropriate order: "(a)(3) Press Release dated July 30, 2001." 2 3 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 31, 2001 -------------------------------------- (Date) DAIRY MART CONVENIENCE STORES, INC. By: /s/ GREGORY G. LANDRY ------------------------------------ Gregory G. Landry Chief Executive Officer /s/ ROBERT B. STEIN, JR. -------------------------------------- Robert B. Stein, Jr. DM ASSOCIATES LIMITED PARTNERSHIP By: /s/ ROBERT B. STEIN, JR. ------------------------------------ Robert B. Stein, Jr. Managing Partner DM ACQUISITION CORP. By: /s/ ROBERT B. STEIN, JR. ------------------------------------ Robert B. Stein, Jr. President NEW DM MANAGEMENT ASSOCIATES I By: /s/ ROBERT B. STEIN, JR. ------------------------------------ Robert B. Stein, Jr. Managing Partner The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the person filing this statement), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. 3 4 EXHIBIT INDEX
EXHIBIT NUMBER - ------- (a)(1) Proxy Statement and Form of Proxy Card, filed with the Securities and Exchange Commission filed with the Securities and Exchange Commission on May 7, 2001. Incorporated by reference to the Schedule 14A filed by Dairy Mart Convenience Stores, Inc. on May 7, 2001.* (a)(2) Schedule 14A of Dairy Mart Convenience Stores, Inc. dated March 15, 2001.* (a)(3) Press Release dated July 30, 2001. (b)(1) New senior secured credit facility between Dairy Mart and the banks listed therein.** (c)(1) Fairness Opinion of Morgan, Keegan & Company Inc. dated March 15, 2001 attached as Appendix B to the Proxy Statement.* (c)(2) Presentation of Morgan, Keegan & Company Inc. to the Special Committee of Board of Directors dated March 9, 2001 and updated March 15, 2001.* (d)(1) Agreement and Plan of Merger, dated as of March 15, 2001 between Dairy Mart and DMAC, attached as Appendix A to the Proxy Statement.* (e) Not applicable. (f) Section 262 of the Delaware General Corporation Law, attached as Appendix D to the Proxy Statement.* (g) Not applicable.
- --------------- * Previously filed ** Not to be filed because transaction has been terminated 4 EX-99.A.3 3 y48742a1ex99-a_3.txt PRESS RELEASE 1 EXHIBIT (a)(3) DAIRY MART CONVENIENCE STORES, INC. ANNOUNCES MERGER TERMINATION AND SENIOR MANAGEMENT CHANGES HUDSON, Ohio -- July 30, 2001 -- Dairy Mart Convenience Stores, Inc. (AMEX:DMC-news) announced the termination of its agreement to merge with DM Acquisition Corp. The original agreement to merge the companies, pursuant to which holders of Dairy Mart's common stock would have received $4.50 per share, payable in cash, was executed on March 15, 2001. Based on recent discussions with Mr. Robert B. Stein, Jr., who controls DM Acquisition Corp., and after certain of Mr. Stein's financing sources indicated that they would not continue to support the transaction, Dairy Mart determined that the transaction could not be completed as contemplated by the merger agreement. A Special Committee of the Board of Directors evaluated and unanimously recommended the termination of the proposed merger. The Board of Directors agreed that this was the best course of action and believes that this termination will enable senior management and the Board of Directors to focus their efforts on managing Dairy Mart's near-term operating performance shortfalls. In addition, Dairy Mart will explore all financial and strategic alternatives as necessary to maximize value for all of its constituencies. Additionally, Dairy Mart also announced that Mr. Stein has relinquished his positions, effective immediately, as Chairman of the Board, Chief Executive Officer and President of the Company. Mr. Stein remains a director of Dairy Mart. Gregory G. Landry was appointed as President and Chief Executive Officer. Mr. Landry, who joined Dairy Mart in 1985, is a member of the Board of Directors and has served in various senior financial and operating positions. Most recently, he has served as the Company's Vice Chairman and Chief Financial Officer. Mr. Landry was not associated with DM Acquisition Corp. and had served in an advisory role to the Special Committee. J. Kermit Birchfield, Jr. was appointed as Chairman of the Board of Dairy Mart. Mr. Birchfield, a director of Dairy Mart since 1996, was the Chairman of the Board of Displaytech, Inc. from 1995 through January 2001, and is still a director. Mr. Birchfield is a director of HPSC, Inc., Intermountain Gas Company, Inc., and the Compass Group of Mutual Funds of MFS Investment Management. Statements contained in this release that are not historical facts, including those relating to Dairy Mart's plans to explore all financial and strategic alternatives may constitute forward-looking statements. Factors that could cause actual results to differ materially from those stated or implied in the forward-looking statements include the inability to adequately implement such alternatives, and other factors disclosed in Dairy Mart's periodic filings with the Securities and Exchange Commission. Dairy Mart assumes no obligation to update the information contained in this release. 5 -----END PRIVACY-ENHANCED MESSAGE-----