-----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, H+wTSvAnxfOcQDUF0OsCcmvKMeyuU9aoN/qbJo2URiMIVqvfKER0xtBLcROfQ7vY IWziMyy7ELqwq7EwrR7vFw== 0000950144-99-011916.txt : 19991018 0000950144-99-011916.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950144-99-011916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991014 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991015 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10600 FILM NUMBER: 99729598 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 8-K 1 MAXXIM MEDICAL, INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 1999 MAXXIM MEDICAL, INC. -------------------- (Exact name of registrant as specified in its charter) Texas 0-18208 76-0291634 ----- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10300 49th Street North Clearwater, Florida 33762 ------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 727-561-2100 ---------------------------- 2 ITEM 5. OTHER EVENTS. On October 14, 1999, Maxxim Medical issued a press release announcing the results of its consent solicitation relating to the amendment of the indenture governing its outstanding 10-1/2% Senior Subordinated Notes due 2006 (the "Notes"), a copy of which is attached hereto as Exhibit 99.1. On October 15, 1999, Maxxim Medical issued a press release announcing the determination of the price to be paid for the Notes in its tender offer for such Notes, a copy of which is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits.
Exhibit Number Exhibit Description ------ ------------------- 99.1 Press Release, dated October 14, 1999 99.2 Press Release, dated October 15, 1999.
2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. MAXXIM MEDICAL, INC. By: /s/ Peter M. Graham ----------------------------------------- Peter M. Graham Senior Executive Vice President, Secretary and Chief Operating Officer Dated: October 15, 1999 3 4 EXHIBIT INDEX
Exhibit Number Exhibit Description ------ ------------------- 99.1 Press Release, dated October 14, 1999 99.2 Press Release, dated October 15, 1999.
4 EX-99.1 2 PRESS RELEASE, DATED OCTOBER 14, 1999 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE MAXXIM MEDICAL, INC. ANNOUNCES RESULTS OF CONSENT SOLICITATION RELATING TO CASH TENDER OFFER FOR ITS 10-1/2% SENIOR SUBORDINATED NOTES DUE 2006 CLEARWATER, FL, October 14, 1999 - Maxxim Medical, Inc. (NYSE: MAM) today announced that it has received the necessary consents to amendments to the Indenture governing its outstanding 10-1/2% Senior Subordinated Notes due 2006 from the holders of such Notes. Maxxim commenced a cash tender offer to purchase any and all of the $100 million aggregate principal amount of the outstanding Notes on September 30, 1999, as well as a related consent solicitation. Maxxim announced that, as of 5:00 p.m. on October 14, it had received the consent of holders of more than $99.9 million of the $100 million outstanding principal amount of the Notes, and that all of such Notes had been tendered. The consent solicitation will expire at 5:00 p.m., New York City time, on Friday, October 15, 1999, unless extended, provided that as of such time holders of not less than a majority of the outstanding principal amount have provided, and not revoked, consents to the amendments. Consents may be revoked at any time prior to such time, but thereafter are irrevocable unless the tender offer is terminated. Holders who consent to the amendments are required to tender their Notes and holders who tender their Notes prior to the expiration of the consent solicitation are required to consent to the proposed amendments. Holders who tender their Notes after the expiration of the consent solicitation will not be entitled to receive the consent payment. The total consideration to be paid for each validly tendered Note and properly delivered consent will be based upon a fixed spread of 50 basis points over the yield to maturity on the 5-1/2% U.S. Treasury Note due July 31, 2001, and will include a consent payment of $20.00 per $1,000 principal amount of the Notes. The yield to maturity of the reference U.S. Treasury Note used in the fixed spread formula will be set at 2:00 p.m., New York City time, on Friday, October 15, 1999, unless the offer is extended under certain circumstances. The tender offer will expire at 12:01 a.m., New York City time, on Friday, October 29, 1999, unless extended. The offer is subject to the satisfaction of certain conditions including the valid tender of at least a majority in aggregate principal amount of the outstanding Notes and the receipt of consents from the holders thereof. The purpose of the consent solicitation is to amend the Indenture governing the Notes to eliminate substantially all of the restrictive covenants contained in such Indenture. The amendments would allow Maxxim, among other things, to consummate its previously announced merger in which it would be acquired by investment funds managed by Fox Paine & Company, LLC, certain other minority investors, certain members of Maxxim's senior executive management and certain other existing shareholders. The tender offer and consent solicitation are being conducted in connection with the merger. The tender offer and the effectiveness of the 2 amendments to the Indenture governing the Notes are conditioned upon, among other things, the closing of the merger. Chase Securities Inc. is the exclusive Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated September 30, 1999, as amended and supplemented from time to time, and a related Consent and Letter of Transmittal, which set forth the complete terms of the tender offer and consent solicitation. Additional information concerning the terms of the tender offer and consent solicitation, tendering Notes, delivering consents and the conditions to the tender offer and consent solicitation may be directed to Robert Berk at Chase Securities Inc. at 212/270-1100 (collect). Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from MacKenzie Partners, Inc., the Information Agent, at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Maxxim Medical, Inc. is a diversified developer, manufacturer, distributor and marketer of specialty medical products. CONTACT: Mary Lugris Investor Relations (727) 561-2100 EX-99.2 3 PRESS RELEASE, DATED OCTOBER 15, 1999 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE MAXXIM MEDICAL, INC. ANNOUNCES PRICING FOR CASH TENDER OFFER OF ITS 10-1/2% SENIOR SUBORDINATED NOTES DUE 2006 CLEARWATER, FL, October 15, 1999 - Maxxim Medical, Inc. (NYSE: MAM) today announced that pricing has been set for its offer to purchase for cash any and all of its 10-1/2% Senior Subordinated Notes due 2006 (the "Notes"). Based upon an assumed payment date of November 4, 1999, the consideration to be paid for each $1,000 principal amount of validly tendered Notes not withdrawn (the "Tender Offer Consideration") would be (i) $1,094.12, the present value of $1,052.50 (the redemption price payable on August 1, 2001 (the first date on which the Notes are redeemable)) determined on the basis of the yield ("the "Tender Offer Yield") to August 1, 2001 equal to the sum of (x) 5.86% (the yield on the 5-1/2% U.S. Treasury Note due July 31, 2001, as calculated by Chase Securities Inc. in accordance with standard market practice, based on the bid price for such security as of 2:00 p.m., New York City time, on October 15, 1999 (the "Price Determination Date"), the tenth business day immediately preceding October 29, 1999 (the "Tender Offer Expiration Date"), as displayed on the Bloomberg Government Pricing Monitor on "Page PX3") plus (y) 50 basis points, plus (ii) the present value on the date on which the Notes are accepted for payment (the "Payment Date") of each of the interest payments on the Notes scheduled to be paid after the Payment Date up to and including August 1, 2001, determined on the basis of the Tender Offer Yield, less accrued and unpaid interest up to, but not including, the Payment Date, minus (iii) $20.00. Tendering holders will also receive accrued and unpaid interest up to, but not including, the Payment Date. In addition to the Tender Offer Consideration, the Company will pay to each registered holder of the Notes who validly delivered a consent on or prior to 5:00 p.m., New York City time, on October 15, 1999 (the "Consent Expiration Date") an amount in cash equal to $20.00 for each $1,000 principal amount of the Notes for which consents were delivered and not validly revoked as of the Consent Expiration Date, with such payment being made on the Payment Date. The total consideration with respect to each $1,000 principal amount of the validly tendered Notes and the related validly delivered consent would be $1,114,12, based upon the assumed Payment Date. In the event that the offer to purchase the Notes is extended for any period of time longer than ten full business days from the previously scheduled Tender Offer Expiration Date, a new Price Determination Date will be established. In the event that the offer to purchase the Notes is extended for any period of time less than ten full business days from the previously scheduled Tender Offer Expiration Date, a new Price Determination Date may be established. In either event, the Tender Offer Expiration Date will not be less than ten full business days after such new Price Determination Date. Information regarding the pricing, tender and delivery procedures and conditions of the tender offer are contained in the Offer to Purchase and Consent Solicitation Statement dated September 30, 1999 (the "Statement") and related documents, which have been sent to the 2 holders of the Notes. Chase Securities Inc. is the exclusive Dealer Manager and Solicitation Agent for the tender offer. Any questions regarding the tender offer may be directed to Robert Berk at Chase Securities Inc. at (212) 270-1100 (collect). The Statement and related documents can be obtained by contacting MacKenzie Partners, Inc., the Information Agent, at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Maxxim Medical, Inc. is a diversified developer, manufacturer, distributor and marketer of specialty medical products. This news release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer and consent solicitations are made only by the Statement and related documents. CONTACT: Mary Lugris Investor Relations (727) 561-2100 -----END PRIVACY-ENHANCED MESSAGE-----