-----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, M9xbEUibJCLIvQnBsVIAPGk1fbkMwcuMQ2zaTVY4KiN6iNik/lCNBvUofhXugbHo BSOCyr790vTSjXUvYSkT4A== 0000950144-99-010929.txt : 19990908 0000950144-99-010929.hdr.sgml : 19990908 ACCESSION NUMBER: 0000950144-99-010929 CONFORMED SUBMISSION TYPE: PRE13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXXIM MEDICAL INC CENTRAL INDEX KEY: 0000858660 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 760291634 STATE OF INCORPORATION: TX FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE13E3/A SEC ACT: SEC FILE NUMBER: 005-41487 FILM NUMBER: 99706602 BUSINESS ADDRESS: STREET 1: 10300 49TH ST N CITY: CLEARWATER STATE: FL ZIP: 33762 BUSINESS PHONE: 7275612100 MAIL ADDRESS: STREET 1: 10300 49TH STREET NORTH CITY: CLEARWATER STATE: FL ZIP: 33762 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAXXIM MEDICAL INC CENTRAL INDEX KEY: 0000858660 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 760291634 STATE OF INCORPORATION: TX FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE13E3/A BUSINESS ADDRESS: STREET 1: 10300 49TH ST N CITY: CLEARWATER STATE: FL ZIP: 33762 BUSINESS PHONE: 7275612100 MAIL ADDRESS: STREET 1: 10300 49TH STREET NORTH CITY: CLEARWATER STATE: FL ZIP: 33762 PRE13E3/A 1 MAXXIM MEDICAL, INC. REVISED SCHEDULE 13E3 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER) MAXXIM MEDICAL, INC. (NAME OF ISSUER) MAXXIM MEDICAL, INC. FOX PAINE MEDIC ACQUISITION CORPORATION FOX PAINE CAPITAL FUND, L.P. KENNETH W. DAVIDSON PETER M. GRAHAM DAVID L. LAMONT HENRY T. DEHART JACK F. CAHILL ALAN S. BLAZEI JOSEPH D. DAILEY SUZANNE R. GARON ERNEST J. HENLEY DAVIS C. HENLEY (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $.001 PER SHARE (TITLE OF CLASS OF SECURITIES) 57777G 10 5 (CUSIP NUMBER OF CLASS OF SECURITIES) SAUL A. FOX KENNETH W. DAVIDSON FOX PAINE MEDIC ACQUISITION CORPORATION CHAIRMAN OF THE BOARD, PRESIDENT AND 950 TOWER LANE, SUITE 1150 CHIEF EXECUTIVE OFFICER FOSTER CITY, CALIFORNIA 94404 MAXXIM MEDICAL, INC. (650) 525-1300 10300 49TH STREET NORTH CLEARWATER, FL 33762 (727) 561-2100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) WITH COPIES TO: MITCHELL S. PRESSER, ESQ. PAUL R. LYNCH, ESQ. MICHAEL E. GIZANG, ESQ. WACHTELL, LIPTON, ROSEN & KATZ SHUMAKER, LOOP & KENDRICK, LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 51 WEST 52ND STREET 101 E. KENNEDY BLVD., SUITE 2800 919 THIRD AVENUE NEW YORK, NEW YORK 10019 TAMPA, FL 33602 NEW YORK, NEW YORK 10022 (212) 403-1000 (813) 229-7600 (212) 735-2000
2 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] CALCULATION OF FILING FEE ====================================================================================================================== Transaction Valuation * Amount of Filing Fee $373,802,475 $74,760 ======================================================================================================================
* For purposes of calculating the fee only. Calculated in accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934, as amended. Assumes the purchase of 13,732,826 shares of Common Stock, par value .001 per share, of Maxxim Medical, Inc. at $26.00 per share and the purchase of the underlying options to purchase Common Stock for an aggregate of $16,748,999. [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: $74,760 Form or Registration No.: Preliminary Proxy Statement on Schedule 14A (filed concurrently with this Schedule 13E-3) Filing Party: Maxxim Medical, Inc. Date Filed: September __, 1999 3 SCHEDULE 13E-3 INTRODUCTION This Amendment No. 1 (this "Transaction Statement") to the Rule 13e-3 transaction statement, first filed July 26, 1999, is being filed with the Securities and Exchange Commission in connection with the merger of Fox Paine Medic Acquisition Corporation, a Texas corporation ("Fox Paine Medic"), with and into Maxxim Medical, Inc., a Texas corporation ("Maxxim"), pursuant to an Agreement and Plan of Merger, dated as of June 13, 1999 (the "Merger Agreement"), among Fox Paine Medic and Maxxim. Under the Merger Agreement, Maxxim will continue as the surviving corporation and each share of Maxxim common stock, par value $.001 per share, outstanding immediately prior to the merger (together with the preferred stock purchase rights associated with those shares), other than a portion of the shares held by the Continuing Shareholders (as defined below), and shares held by dissenting shareholders, will be converted into the right to receive $26.00 in cash, without interest. The Continuing Shareholders are Kenneth W. Davidson, Peter M. Graham, David L. Lamont, Alan S. Blazei, Henry T. Dehart, Joseph D. Dailey, Jack F. Cahill, Suzanne R. Garon, Ernest J. Henley and Davis C. Henley, eight of whom are executive officers of Maxxim, one is a non-executive director of Maxxim, and one is a vice president and significant shareholder of Maxxim. As described in this Transaction Statement and in the documents incorporated by reference herein, all of the Continuing Shareholders are participating in the merger and will be treated differently than the other Maxxim shareholders. Upon consummation of the merger, approximately 15% (before giving effect to options and warrants) of the equity interests will be owned by the Continuing Shareholders, and a majority of the equity interests will be owned by the Fox Paine Capital Fund, L.P. a Delaware limited partnership (the "Fox Paine Fund"). This Transaction Statement is being filed by Maxxim, Fox Paine Medic, the Fox Paine Fund, and the Continuing Shareholders. Concurrently with the filing of this Transaction Statement, Maxxim has filed with the SEC Amendment No. 1 to its preliminary Proxy Statement on Schedule 14A (the "Proxy Statement") in connection with a special meeting of the shareholders of Maxxim, at which meeting the shareholders will be asked to approve the merger agreement. The following cross reference sheet is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the preliminary Proxy Statement of the information required to be included in response to the items of this statement. The information set forth in the preliminary Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference and the responses to each item are qualified in their entirety by the provisions of the preliminary Proxy Statement. The filing of this Transaction Statement shall not be construed as an admission by Maxxim, Fox Paine Medic, the Fox Paine Fund, or the Continuing Shareholders or any of their affiliates that Maxxim is "controlled" by Fox Paine or Fox Paine Fund or any of their affiliates (the "Fox Paine Entities") or that any of the Fox Paine Entities is an "affiliate" of Maxxim within the meaning of Rule 13e-3 under Section 13(e) of the Securities Exchange Act of 1934, as amended. 4 CROSS REFERENCE SHEET ITEM IN CAPTION OR LOCATION SCHEDULE 13E-3 IN THE PROXY STATEMENT Item 1(a) "Summary - The Participants" Item 1(b) "Summary - The Special Meeting," "Historical Market Information" and "The Special Meeting - Record Date and Voting" Item 1(c) - (f) "Historical Market Information" and "Merger Financing - Senior Bank Loans" Item 2(a) - (g) "Summary - The Participants," "Historical Market Information" and "Information About the Transaction Participants" Item 3(a)(1) "Summary - Interests of Certain Persons in the Merger," "Historical Market Information" and "Special Factors - Interests of Certain Persons in the Merger" Item 3(a)(2) "Summary - Interests of Certain Persons in the Merger," "Historical Market Information," "Special Factors - Background of the Merger" and "- Interests of Certain Persons in the Merger" Item 3(b) "Summary - Structure of the Transactions," "- The Voting Agreements," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "Special Factors - Structure of the Transactions; Transaction Participants," "- Background of the Merger," "- Interests of Certain Persons in the Merger," "The Special Meeting - Voting Agreements" and "The Merger" Item 4(a) "Questions and Answers about the Merger," "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "- Appraisal Rights," "Special Factors - Structure of the Transactions; Transaction Participants," "- Interests of Certain Persons in the Merger," "- Certain Effects of the Merger; Conduct of Business After the Merger," "Merger Financing," "The Merger," "Appraisal Rights" and Appendix A to the Proxy Statement Item 4(b) "Questions and Answers about the Merger," "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "Special Factors - Structure of the Transactions; Transaction Participants," "- Interests of Certain Persons in the Merger," "The Merger - Merger Consideration" and "- Treatment of Maxxim Stock Options" -2- 5 Item 5(a) "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "Special Factors - Structure of the Transactions; Transaction Participants," "- Certain Effects of the Merger; Conduct of Business After the Merger" "--Fox Paine's and the Continuing Shareholders' Reasons for the Merger" and "The Merger - Structure and Effective Time" Item 5(b) "Merger Financing - Senior Bank Loans" Item 5(c) "Special Factors - Interests of Certain Persons in the Merger," "- Certain Effects of the Merger; Conduct of Business After the Merger" and "The Merger - Directors and Officers" Item 5(d) "Summary - Merger Financing," "Historical Market Information," "Merger Financing," "The Merger Treatment of Maxxim Stock Options" and "- Retirement/Amendment of Maxxim Senior Notes" Item 5(e) * Item 5(f) - (g) "Special Factors - Certain Effects of the Merger; Conduct of Business after the Merger" Item 6(a) "Summary - Merger Financing" and "Merger Financing" Item 6(b) "The Merger - Expenses" and "- Estimated Fees and Expenses of the Merger" Item 6(c) "Summary - Merger Financing" and "Merger Financing" Item 6(d) * Item 7(a) "Questions and Answers about the Merger," "Summary - Structure of the Transactions," "Special Factors - Structure of the Transactions; Transaction Participants," "- Background of the Merger," "- Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "--Fox Paine's and the Continuing Shareholders' Reasons for the Merger," "-Interests of Certain Persons in the Merger," "The Merger - Structure and Effective Time" and "- Consideration" Item 7(b)-(c) "Special Factors - Background of the Merger," "- Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "- Fox Paine's and the Continuing Shareholders' Reasons for the Merger" and "Information about the Transaction Participants - Fox Paine Medic Acquisition Corporation and the other Fox Paine Entities" Item 7(d) "Questions and Answers About the Merger," "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "- Accounting Treatment," "- Merger Financing," "- Interests of Certain Persons in the -3- 6 Merger," "- Appraisal Rights," "Special Factors - Structure of the Transactions; Transaction Participants," "--Fox Paine's Reasons for the Merger," "- Interests of Certain Persons in the Merger," "- Certain Effects of the Merger; Conduct of Business After the Merger," "Merger Financing," "The Merger - Structure and Effective Time," "- Merger Consideration," "- Treatment of Maxxim Stock Options," "- Retirement/Amendment of Maxxim Senior Notes," "- Directors and Officers," "Appraisal Rights" and "Federal Income Tax Consequences" Item 8(a) - (b) "Questions and Answers About the Merger," "Summary - Recommendations to Shareholders," "- Fairness Opinion," "Special Factors - Background of the Merger," "- Recommendations of the Special Committee and of the Full Maxxim Board," "Opinion of Lazard Freres & Co. LLC," "- Fox Paine's and the Continuing Shareholders' Reasons for the Merger," "- Position of the Continuing Shareholders as to Fairness of the Merger" and "--Position of Fox Paine as to Fairness of the Merger" Item 8(c) "The Special Meeting - Required Vote" Item 8(d) - (e) "Questions and Answers about the Merger," "Summary - Recommendations to Shareholders," "Fairness Opinion," "Special Factors - Background of the Merger," "- Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger" and "- Opinion of Lazard Freres & Co. LLC" Item 8(f) "Special Factors - Background of the Merger" and "Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger" Item 9(a)-(c) "Summary - Fairness Opinion," "Special Factors Background of the Merger," "Recommendations of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "Opinion of Lazard Freres & Co. LLC" and Appendix B to Proxy Statement Item 10(a)-(b) "Principal Shareholders and Stock Ownership of Management and Others" Item 11 "Summary - Structure of the Transactions" "- The Voting Agreements," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "Special Factors - Structure of the Transactions; Transaction Participants," "- Interests of Certain Persons in the Merger," "The Special Meeting - Required Vote," "- Voting Agreements" and "The Merger" Item 12(a) - (b) "Questions and Answers About the Merger," "Summary - The Voting Agreements," "- Recommendations to Shareholders," "Special Factors - Background of the Merger," "- Recommendations of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "- Fox Paine and the Continuing Shareholders' Reasons for the Merger," "- Position of the -4- 7 Continuing Shareholders as to Fairness of the Merger," "--Position of Fox Paine as to Fairness of the Merger," "The Special Meeting - Required Vote" and "- Voting Agreement" Item 13(a) "Summary - Appraisal Rights," "The Special Meeting - Record Date and Voting," "Appraisal Rights" and Appendix C to the Proxy Statement Item 13(b) - (c) * Item 14(a) - (b) "Selected Historical Consolidated Financial Data" and "Incorporation of Certain Documents by Reference" Item 15(a) - (b) "The Special Meeting - Proxies; Revocation" and "The Merger - Estimated Fees and Expenses of the Merger" Item 16 Proxy Statement Item 17(a) - (f) * - ----------------- * Not applicable or answer is negative. ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) The information set forth in the section entitled "Summary - The Participants" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the sections entitled "Summary - The Special Meeting," "Historical Market Information" and "The Special Meeting - Record Date and Voting" of the Proxy Statement is incorporated herein by reference. (c)-(f) The information set forth in the section entitled "Historical Market Information" and "Merger Financing - Senior Bank Loans" of the Proxy Statement is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(g) This statement is being filed jointly by Maxxim, Fox Paine Medic, the Fox Paine Fund and the Continuing Shareholders. The information set forth in the sections entitled "Summary - The Participants," "Historical Market Information" and "Information About the Transaction Participants" of the Proxy Statement is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)(1) The information set forth in the sections entitled "Summary - Interests of Certain Persons in the Merger," "Historical Market Information" and "Special Factors - Interests of Certain Persons in the Merger" of the Proxy Statement is incorporated herein by reference. -5- 8 (a)(2) The information set forth in the section entitled "Summary - Interests of Certain Persons in the Merger," "Historical Market Information," "Special Factors - Background of the Merger" and "Interests of Certain Persons in the Merger" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in the section entitled "Summary - Structure of the Transactions," "The Voting Agreements," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "Special Factors - Structure of the Transactions; Transaction Participants," "- Background of the Merger," "Interests of Certain Persons in the Merger," "The Special Meeting - Voting Agreements" and "The Merger" of the Proxy Statement is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Proxy Statement under "Questions and Answers about the Merger," "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "- Appraisal Rights," "Special Factors - Structure of the Transactions; Transaction Participants," "Interests of Certain Persons in the Merger," "- Certain Effects of the Merger; Conduct of Business After the Merger," "Merger Financing," "The Merger," "Appraisal Rights" and Appendix A to the Proxy Statement is incorporated herein by reference. (b) The information set forth in the Proxy Statement under "Questions and Answers about the Merger," "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "Special Factors - Structure of the Transactions; Transaction Participants," "- Interests of Certain Persons in the Merger," "The Merger - Merger Consideration" and "- Treatment of Maxxim Stock Options" is incorporated herein by reference. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a) The information set forth in the Proxy Statement under "Summary - Structure of the Transactions," "Terms of the Merger Agreement," "Special Factors - Structure of the Transactions; Transaction Participants," "Certain Effects of the Merger; Conduct of Business After the Merger" "- Fox Paine's and the Continuing Shareholders' Reasons for the Merger" and "The Merger - Structure and Effective Time" and is incorporated herein by reference. (b) The information set forth in the Proxy Statement under "Merger Financing - Senior Bank Loans" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under "Special Factors - Interests of Certain Persons in the Merger," "- Certain Effects of the Merger; Conduct of Business After the Merger" and "The Merger Directors and Officers" is incorporated herein by reference. -6- 9 (d) The information set forth in the Proxy Statement under "Summary - Merger Financing," "Historical Market Information," "Merger Financing," "The Merger - Treatment of Maxxim Stock Options" and "- Retirement/Amendment of Maxxim Senior Notes" is incorporated herein by reference. (e) None. (f)-(g) The information set forth in the Proxy Statement under "Special Factors - Certain Effects of the Merger; Conduct of Business after the Merger," is incorporated herein by Merger. ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in the Proxy Statement under "Summary - Merger Financing" and "- Merger Financing" is incorporated herein by reference. (b) The information set forth in the Proxy Statement under "The Merger - - Expenses" and "- Estimated Fees and Expenses of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under "Summary - Merger Financing" and "Merger Financing" is incorporated herein by reference. (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) The information set forth in the Proxy Statement under "Questions and Answers About the Merger," "Summary - Structure of the Transactions," "- Interests of Certain Persons in the Merger," "Special Factors Structure of the Transactions; Transaction Participants," "- Background of the Merger," "- Recommendations of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "- Fox Paine's and the Continuing Shareholders' Reasons for the Merger," "- Interests of Certain Persons in the Merger," "The Merger - Structure and Effective Time" and "Consideration" is incorporated herein by reference. (b)-(c) The information set forth in the Proxy Statement under "Special Factors - Background of the Merger," "- Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "- Fox Paine's and the Continuing Shareholders' Reasons for the Merger" and "Information about the Transaction Participants - Fox Paine Medic Acquisition Corporation and the Other Fox Paine Entities" is incorporated herein by reference. (d) The information set forth in the Proxy Statement under "Questions and Answers About the Merger," "Summary - Structure of the Transactions," "- Terms of the Merger Agreement," "- Accounting Treatment," "- Merger Financing," "Interests of Certain Persons in the Merger," "- Appraisal Rights," "Special Factors - Structure of the Transactions; Transaction Participants," "--Fox Paine's Reasons for the Merger," "- Interests of Certain -7- 10 Persons in the Merger," "- Certain Effects of the Merger; Conduct of Business After the Merger," "Merger Financing," "The Merger - Structure and Effective Time," " Merger Consideration," "- Treatment of Maxxim Stock Options," "- Retirement/Amendment of Maxxim Senior Notes," "Directors and Officers," "Appraisal Rights" and "Federal Income Tax Consequences" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a)-(b) The information set forth in the Proxy Statement under "Questions and Answers About the Merger," "Summary - Recommendations to Shareholders," "- Fairness Opinion," "Special Factors - Background of the Merger," "Recommendations of the Special Committee and of the Full Maxxim Board," "- Opinion of Lazard Freres & Co. LLC," "Fox Paine's and the Continuing Shareholders' Reasons for the Merger," "- Position of the Continuing Shareholders as to Fairness of the Merger," and "- Position of Fox Paine as to Fairness of the Merger" is incorporated herein by reference. (c) The information set forth in the Proxy Statement under "The Special Meeting - Required Vote" is incorporated herein by reference. (d)-(e) The information set forth in the Proxy Statement under "Questions and Answers about the Merger," "Summary - Recommendations to Shareholders," "Special Factors - Background of the Merger," "Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger" and "- Opinion of Lazard Freres & Co. LLC" is incorporated herein by reference. (f) The information set forth in the Proxy Statement "Special Factors - Background of the Merger" and "- Recommendation of the Special Committee and of the Full Maxxim Board; Fairness of the Merger" is incorporated herein by reference. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(c) The information set forth in the Proxy Statement under "Summary - - Fairness Opinion," "Special Factors - Background of the Merger," "-Recommendations of the Special Committee and of the Full Maxxim Board," "Opinion of Lazard Freres & Co. LLC" and Appendix B to Proxy Statement is incorporated herein by reference. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) The information set forth in the Proxy Statement under "Principal Shareholders and Stock Ownership of Management and Others" is incorporated herein by reference. -8- 11 ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in the Proxy Statement under "Summary - Structure of the Transactions," "- The Voting Agreements," "- Terms of the Merger Agreement," "- Interests of Certain Persons in the Merger," "Special Factors - Structure of the Transactions; Transaction Participants," "- Interests of Certain Persons in the Merger," "The Special Meeting - Required Vote," "- Voting Agreement" and "The Merger" is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a)-(b) The information set forth in the Proxy Statement under "Questions and Answers About the Merger," "Summary - The Voting Agreements," "- Recommendations to Shareholders," "Special Factors - Background of the Merger," "- Recommendations of the Special Committee and of the Full Maxxim Board; Fairness of the Merger," "- Fox Paine's and the Continuing Shareholders' Reasons for the Merger," "- Position of the Continuing Shareholders as to Fairness of the Merger," "- Position of Fox Paine as to Fairness of the Merger," "The Special Meeting Required Vote" and "- Voting Agreement" is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The information set forth in the Proxy Statement under "Summary - Appraisal Rights," "The Special Meeting - Record Date and Voting," "Appraisal Rights" and Appendix C to the Proxy Statement is incorporated herein by reference. (b) None. (c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a)-(b) The information set forth in the Proxy Statement under "Selected Historical Consolidated Financial Data" and "Incorporation of Certain Documents by Reference" is incorporated herein by reference. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a)-(b) The information set forth in the Proxy Statement under "The Special Meeting - Proxies; Revocation" and "The Merger - Estimated Fees and Expenses of the Merger" is incorporated herein by reference. ITEM 16. ADDITIONAL INFORMATION. The entirety of the Proxy Statement is incorporated herein by reference. -9- 12 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (b)(1) Opinion of Lazard Freres & Co. LLC (included as Appendix B to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) (c)(1) Agreement and Plan of Merger, dated as of June 13, 1999, among Fox Paine Medic Acquisition Corporation and Maxxim (included as Appendix A to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) (c)(2) Form of Voting Agreement, by and between Fox Paine Medic Acquisition Corporation and each of 10 shareholders of Maxxim Medical, Inc. (included as Appendix D to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) *(c)(3) Investor Participation Agreement, dated as of June 13, 1999, by and among Fox Paine Medic Acquisition Corporation and each of 10 shareholders of Maxxim Medical, Inc., in their individual capacities (d)(1) Preliminary letter to shareholders (included in Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(2) Preliminary notice of special meeting of shareholders (included in Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(3) Preliminary Proxy Statement (incorporated by reference to Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(4) Preliminary form of proxy (incorporated by reference to Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(5) Press release issued by Maxxim and Fox Paine & Company, LLC dated as of June 14, 1999 (incorporated by reference to the Current Report on Form 8-K filed by Maxxim Medical, Inc. on June 16, 1999) (e) Articles 5.11, 5.12 and 5.13 of the Texas Business Corporation Act (included as Appendix C to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) (f) Not applicable. - ------------ * Previously filed as an exhibit to schedule 13E-3 filed by Maxxim Medical, Inc. on July 26, 1999. -10- 13 SIGNATURE After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Transaction Statement is true, complete and correct. MAXXIM MEDICAL, INC. Date: September 3, 1999 By: /s/ Kenneth W. Davidson ------------------------------------- Kenneth W. Davidson, Chairman of the Board, President and Chief Executive Officer FOX PAINE MEDIC ACQUISITION CORPORATION Date: September 3, 1999 By: /s/ Saul A. Fox ------------------------------------- Saul A. Fox Chief Executive Officer FOX PAINE CAPITAL FUND, L.P. By: Fox Paine Capital, LLC its general partner Date: September 3, 1999 By: /s/ Saul A. Fox ------------------------------------- Name: Saul A. Fox Title: Member Date: September 3, 1999 /s/ Kenneth W. Davidson ------------------------------------- Kenneth W. Davidson Date: September 3, 1999 /s/ Peter M. Graham ------------------------------------- Peter M. Graham Date: September 3, 1999 /s/ David L. Lamont ------------------------------------- David L. Lamont Date: September 3, 1999 /s/ Henry T. DeHart ------------------------------------- Henry T. DeHart Date: September 3, 1999 /s/ Jack F. Cahill ------------------------------------- Jack F. Cahill Date: September 3, 1999 /s/ Alan S. Blazei ------------------------------------- Alan S. Blazei Date: September 3, 1999 /s/ Joseph D. Dailey ------------------------------------- Joseph D. Dailey -11- 14 Date: September 3, 1999 /s/ Suzanne R. Garon ------------------------------------- Suzanne R. Garon Date: September 3, 1999 /s/ Ernest J. Henley ------------------------------------- Ernest J. Henley Date: September 3, 1999 /s/ Davis C. Henley ------------------------------------- Davis C. Henley -12- 15 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION (b)(1) Opinion of Lazard Freres & Co. LLC (included as Appendix B to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) (c)(1) Agreement and Plan of Merger, dated as of June 13, 1999, among Fox Paine Medic Acquisition Corporation and Maxxim (included as Appendix A to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) (c)(2) Form of Voting Agreement, by and between Fox Paine Medic Acquisition Corporation and each of 10 shareholders of Maxxim Medical, Inc. (included as Appendix D to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) *(c)(3) Investor Participation Agreement, dated as of June 13, 1999, by and among Fox Paine Medic Acquisition Corporation and each of 10 shareholders of Maxxim Medical, Inc., in their individual capacities (d)(1) Preliminary letter to shareholders (included in Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(2) Preliminary notice of special meeting of shareholders (included in Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(3) Preliminary Proxy Statement (incorporated by reference to Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(4) Preliminary form of proxy (incorporated by reference to Amendment No. 1 to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on September 3, 1999 under cover of Schedule 14A) (d)(5) Press release issued by Maxxim and Fox Paine & Company, LLC dated as of June 14, 1999 (incorporated by reference to the Current Report on Form 8-K filed by Maxxim Medical, Inc. on June 16, 1999)
-13- 16 (e) Articles 5.11, 5.12 and 5.13 of the Texas Business Corporation Act (included as Appendix C to the Preliminary Proxy Statement filed by Maxxim Medical, Inc. on July 26, 1999 under cover of Schedule 14A) (f) Not applicable.
- ------------------ * Previously filed as an exhibit to Schedule 13E-3 filed by Maxxim Medical, Inc. on July 26, 1999. -14- -----END PRIVACY-ENHANCED MESSAGE-----