-----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, QQGijNuH7XAj3MTX5LJd9vwt4Uyx+zdjRIjabrgtpRhVN2BCIcS1jpWik4ewT05/ AAI75AIW1CZ4G6xGINj2RQ== 0000950152-04-002682.txt : 20040406 0000950152-04-002682.hdr.sgml : 20040406 20040406114642 ACCESSION NUMBER: 0000950152-04-002682 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN INC CENTRAL INDEX KEY: 0000861291 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 251603408 STATE OF INCORPORATION: NV FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18339 FILM NUMBER: 04719603 BUSINESS ADDRESS: STREET 1: 333 MAIN STREET STREET 2: P.O. BOX 249 CITY: SAXONBURG STATE: PA ZIP: 16056-0249 BUSINESS PHONE: 724-352-75 MAIL ADDRESS: STREET 1: 333 MAIN STREET STREET 2: P.O. BOX 249 CITY: SAXONBURG STATE: PA ZIP: 16056-0249 FORMER COMPANY: FORMER CONFORMED NAME: SYLVAN FOODS HOLDINGS INC DATE OF NAME CHANGE: 19930328 8-K 1 j0677401e8vk.txt SYLVAN INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------ FORM 8-K ------------------------ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): April 2, 2004 ----------------------------------- SYLVAN INC. ---------------------------------- Commission file number: 0-18339 Nevada 25-1603408 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 333 Main Street, P.O. Box 249 Saxonburg, Pennsylvania 16056 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (724) 352-7520 Item 5. Other Events and Regulation FD Disclosure On April 2, 2004, Sylvan Inc. issued a press release entitled "Sylvan Inc. Announces Extension of Merger Deadline." The full text of this press release is filed herewith as Exhibit 99.1 and the amendment to the merger agreement to which the press release relates is filed herewith as Exhibit 99.2. Item 7. Financial Statements and Exhibits. c) The following exhibits are filed with this document. Exhibit Number Description - ------- -------------- 99.1 Press release dated April 2, 2004 99.2 First Amendment to Agreement and Plan of Merger SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYLVAN INC. Date: April 6, 2004 By: /s/ Fred Y. Bennitt ------------------------------------- Fred Y. Bennitt Secretary/Treasurer EXHIBIT INDEX Exhibit Number Description - ------- -------------- 99.1 Press release dated April 2, 2004. 99.2 First Amendment to Agreement and Plan of Merger EX-99.1 3 j0677401exv99w1.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE: April 2, 2004 Exhibit 99.1 CONTACT: Don Smith 724-352-7520 SYLVAN INC. ANNOUNCES EXTENSION OF MERGER DEADLINE -------------------------------------------------- Saxonburg, PA - April 2, 2004: Sylvan Inc. (Nasdaq: SYLN) announced today that it and Snyder Associated Companies, Inc. of Kittanning, Pennsylvania, agreed to extend from May 1, 2004 to June 15, 2004, the deadline for completing the merger between Sylvan and a Snyder affiliate that was announced by Sylvan in November 2003. The extension was made to accommodate an ongoing review by the Securities and Exchange Commission of the proxy statement that Sylvan intends to distribute to its shareholders in connection with a special meeting of shareholders that will be convened for the purpose of voting on the merger. The shareholders meeting is currently expected to take place in May of this year. Sylvan's board of directors approved the deadline extension upon the unanimous recommendation of its special committee of independent directors. Snyder Associated Companies, Inc. is a privately held company involved in the production of oil, natural gas, mineral aggregates and fresh mushrooms, the mining of coal and limestone and the manufacture of cement and concrete products, among other businesses. Sylvan Inc., with 2003 revenues of $95 million, is a leader in fungal technology and a preeminent worldwide producer and distributor of products for the mushroom industry. It specializes in spawn (the equivalent of seed for mushrooms) and other spawn-related products and services, and is a major grower of fresh mushrooms in the United States. Forward-Looking Statements - -------------------------- The references in this press release to the completion of the merger, distribution of a proxy statement and the convening of a special shareholders meeting are forward-looking statements. They are based on the most current information available to the company. However, expectations are inherently uncertain. There is no assurance that the merger will be consummated or that the meeting will be held in May. Events could turn out to be significantly different, depending upon such factors as an agreement by the parties to terminate the merger or the failure of the parties to consummate the merger, due to the occurrence of any of the contingencies provided for in the merger agreement, which has been filed with the Securities and Exchange Commission as an exhibit with the company's annual report on Form 10-K for the fiscal year ended December 28, 2003, and is available at Sylvan's website at www.sylvaninc.com. Proxy Solicitation Disclaimer - ----------------------------- INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE MERGER DESCRIBED ABOVE, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Sylvan expects to mail a proxy statement to its shareholders in connection with the special meeting of shareholders to vote on the merger. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the company at the Securities and Exchange Commission's website at www.sec.gov and at Sylvan's website at www.sylvaninc.com. The proxy statement and such other documents may also be obtained from Sylvan (when available) by directing requests to Sylvan at P.O. Box 249, Saxonburg, PA 16056-0249, telephone: (724) 352-7520. Sylvan and its officers and directors may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the transactions contemplated by the merger. Information regarding such officers and directors is included in Sylvan's annual report on Form 10-K for the fiscal year ended December 28, 2003, filed with the Securities and Exchange Commission on March 26, 2004. The 10-K is available free of charge at the Securities and Exchange Commission's website at www.sec.gov and from Sylvan at the address listed above or at its website listed above. -end- EX-99.2 4 j0677401exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("AMENDMENT") dated as of April 1, 2004 among Sylvan Inc., a Nevada corporation (the "COMPANY"), Snyder Associated Companies, Inc., a Pennsylvania Corporation ("PARENT"), and SAC Holding Co., a Pennsylvania corporation and a wholly-owned subsidiary of Parent ("MERGER SUBSIDIARY"). W I T N E S S E T H: WHEREAS, the Company, Parent and Merger Subsidiary have entered into an Agreement and Plan of Merger dated as of November 16, 2003 (the "MERGER AGREEMENT"), and WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth below. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Definitions. Unless other specifically defined herein, each term used herein that is defined in the Merger Agreement shall have the meaning assigned to such term in the Merger Agreement. SECTION 2. Amendment. Section 10.01(b)(i) of the Merger Agreement is hereby amended to read in full as follows: (i) the Merger has not been consummated on or before June 15, 2004 (the "END DATE"); provided, however, that the right to terminate this Agreement pursuant to this clause (i) shall not be available to any party whose willful or intentional breach of this Agreement has been the primary cause of, or resulted in, the failure of the Effective Time to occur on or before such date; SECTION 3. Effect. Except to the extent otherwise expressly set forth in this Amendment, all of the terms and conditions set forth in the Merger Agreement shall remain in full force and effect and all such terms and conditions are hereby ratified and confirmed in all respects. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Merger Agreement. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws rules. SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. * * * IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. SYLVAN INC. By: /s/ FRED Y. BENNITT ------------------------------------ Name: Fred Y. Bennitt Title: Secretary SNYDER ASSOCIATED COMPANIES, INC. By: /s/ E.A. SNYDER ------------------------------------ Name: E.A. Snyder Title: President SAC HOLDING CO. By: /s/ E.A. SNYDER ------------------------------------ Name: E.A. Snyder Title: President -----END PRIVACY-ENHANCED MESSAGE-----