Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Tender-Offer Statement -- Third-Party Tender Offer 8 44K
2: EX-99.(A)(1) Offer to Purchase 37 207K
3: EX-99.(A)(2) Letter of Transmittal 10 45K
4: EX-99.(A)(3) Letter From Donaldson, Lufkin & Jenrette 3 16K
5: EX-99.(A)(4) Letter From Brokers, Dealers, Et Al. 3 14K
6: EX-99.(A)(5) Notice of Guaranteed Delivery 2 12K
7: EX-99.(A)(6) Taxpayer I.D. Number Guidelines 5± 21K
8: EX-99.(A)(7) Summary Announcement, Dated 4/1/1997 4 22K
9: EX-99.(F) Miscellaneous Exhibit 1 8K
EX-99.(A)(7) — Summary Announcement, Dated 4/1/1997
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Exhibit 99(a)(7)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell these securities. The Offer is made only by the Offer to
Purchase and the related Letter of Transmittal and is not being made to (nor
will tenders be accepted from) holders of Shares in any jurisdiction in which
the Offer or the acceptance thereof would not be in compliance with the
securities laws of such jurisdiction. In those jurisdictions where securities
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of the Offeror by Donaldson, Lufkin &
Jenrette Securities Corporation or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FOODBRANDS AMERICA, INC.
AT
$23.40 PER SHARE
BY
IBP SUB, INC.
A WHOLLY OWNED SUBSIDIARY OF
IBP, INC.
IBP Sub, Inc., a Delaware corporation (the "Offeror") and a wholly owned
subsidiary of IBP Foodservice L.L.C., a Delaware limited liability company
whose sole members are IBP, inc., a Delaware corporation (the "Parent") and
Prepared Foods, Inc., a Texas corporation and a wholly owned subsidiary of the
Parent, hereby offers to purchase all outstanding shares of Common Stock, par
value $.01 per share (the "Shares"), of Foodbrands America, Inc., a Delaware
corporation (the "Company"), at a purchase price of $23.40 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 1, 1997 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS EXTENDED.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of March 25, 1997 (the "Merger Agreement"), among the Parent, the Offeror and
the Company. The Merger Agreement provides, among other things, that, unless
the parties otherwise agree, no later than the second business day after the
purchase of Shares pursuant to the Offer and the satisfaction of the other
conditions set forth in the Merger Agreement, the Offeror will be merged with
and into the Company (the "Merger") in accordance with the relevant provisions
of Delaware law. At the effective time of the Merger (the "Effective Time"),
each Share issued and outstanding immediately prior to the Effective Time
(other than Shares held by the Company as treasury stock, Shares owned by any
wholly owned subsidiary of the Company, Shares owned by the Parent or the
Offeror or any subsidiary thereof, and Shares held by stockholders, if any,
who properly exercise their appraisal rights under Delaware law) will be
cancelled and converted into and become the right to receive $23.40 in cash,
or any higher price that is paid in the Offer, without interest. On March 25,
1997, the Parent and the Offeror entered into Tender Agreements (the "Tender
Agreements") with certain stockholders of the Company, pursuant to which such
stockholders agreed, among other things, (1) to tender to the Offeror pursuant
to the Offer, at $23.40 per share, such number of Shares which, when taken
together with the Shares currently owned by the Parent and the Offeror, would
cause the Parent and its affiliates to beneficially own 49.9% of the aggregate
voting power represented by the issued and outstanding capital stock of the
Company; (2) to grant to the Offeror options to purchase the same number of
Shares held by such stockholders in certain circumstances; and (3) to vote the
same number of Shares held by such stockholders in favor of the Merger
Agreement and against all other acquisition proposals.
In connection with the Merger Agreement and the Tender Agreements, the Board
of Directors of the Company has approved, and stockholders representing a
majority of the Shares have approved by written consent in lieu of a meeting
of stockholders, amendments (the "Charter Amendment") to the Amended and
Restated Certificate of Incorporation of the Company (the "Charter") that
exclude the Merger Agreement, the Tender Agreements and the transactions
contemplated therein from the restrictions of Article Fifth of the Charter
(relating to certain stock transfer restrictions intended to preserve the tax
benefits from the Company's previous net operating losses). The Company has
filed with the Securities and Exchange Commission an information statement
(the "Information Statement") relating to the Charter Amendment and has agreed
to distribute definitive copies of the Information Statement to the Company's
stockholders as soon as practicable. The Company has agreed to file with the
Secretary of State of the State of Delaware a certificate of amendment (the
"Certificate of Amendment") relating to the Charter Amendment on the next
business day following the expiration of any required period of distribution
of the Information Statement. There can be no assurance that the Certificate
of Amendment will be so filed with Secretary of State of the State of Delaware
on or prior to April 28, 1997.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES REPRESENTING AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES ON A FULLY
DILUTED BASIS, (ii) ANY WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED, APPLICABLE TO THE PURCHASE OF SHARES
PURSUANT TO THE OFFER HAVING EXPIRED OR HAVING BEEN TERMINATED PRIOR TO THE
EXPIRATION OF THE OFFER, (iii) THE CERTIFICATE OF AMENDMENT HAVING BEEN FILED
WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE AND THE CHARTER AMENDMENT
BEING IN FULL FORCE AND EFFECT, AND (iv) THE SATISFACTION OF CERTAIN OTHER
TERMS AND CONDITIONS.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER, THE MERGER,
THE MERGER AGREEMENT AND THE TENDER AGREEMENTS, HAS DETERMINED THAT THE MERGER
IS ADVISABLE AND THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND
IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES IN THE OFFER.
For purposes of the Offer, the Offeror will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn as,
if and when the Offeror gives oral or written notice to The Bank of New York
(the "Depositary") of the Offeror's acceptance of such Shares for payment. In
all cases, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price with the Depositary, which shall act as agent
for tendering stockholders for the purpose of receiving payment from the
Offeror and transmitting payment to the tendering stockholders. Payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facilities (as defined in the Offer to
Purchase), pursuant to the procedures set forth in the Offer to Purchase, (ii)
a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
If any of the conditions set forth in the Offer to Purchase that relate to
the Offeror's obligations to purchase the Shares are not satisfied by 12:00
Midnight, New York City time, on Monday, April 28, 1997 (or any other time
then set as the Expiration Date), the Offeror may, subject to the terms of the
Merger Agreement, (i) extend the Offer and, subject to applicable withdrawal
rights, retain all tendered Shares until the expiration of the Offer, as
extended, (ii) subject to complying with applicable rules and regulations of
the Securities and Exchange Commission, accept for payment all Shares so
tendered and not extend the Offer, or (iii) terminate the Offer and not accept
for payment any Shares and return all tendered Shares to tendering
stockholders. The term
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"Expiration Date" shall mean 12:00 Midnight, New York City time, on Monday,
April 28, 1997, unless the Offeror shall have extended the period of time for
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date at which the Offer, as so extended by the Offeror,
shall expire. The Offeror expressly reserves the right, in its sole
discretion, at any time or from time to time, subject to applicable law and to
the terms of the Merger Agreement, to extend the period during which the Offer
is open by giving oral or written notice of such extension to the Depositary
followed by, as promptly as practicable, a public announcement thereof no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders
of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment, may also be
withdrawn at any time after May 30, 1997. For a withdrawal to be effective, a
written, telegraphic, telex or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses set forth on
the back cover of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name in which the certificates
representing such Shares are registered, if different from that of the person
who tendered the Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, prior to the
physical release of such certificates, the serial numbers shown on such
certificates must be submitted to the Depositary and, unless such Shares have
been tendered by an Eligible Institution (as defined in the Offer to
Purchase), the signatures on the notice of withdrawal must be guaranteed by an
Eligible Institution. If Shares have been delivered pursuant to the procedure
for book-entry transfer as set forth in the Offer to Purchase, any notice of
withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with such Book-Entry Facility's procedures. All
questions as to the form and validity (including time of receipt) of a notice
of withdrawal will be determined by the Offeror, in its sole discretion, and
its determination shall be final and binding on all parties.
The information required to be disclosed by Paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided the Offeror with the Company's list of stockholders
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase, the related Letter of Transmittal
and other related materials are being mailed to record holders of Shares and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
list of stockholders or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Requests for copies of the Offer to Purchase and the related Letter of
Transmittal and other tender offer materials may be directed to the
Information Agent or the Dealer Manager as set forth below, and copies will be
furnished promptly at the Offeror's expense. No fees or commissions will be
payable to brokers, dealers or other persons other than the Information Agent,
the Dealer Manager and the Depositary for soliciting tenders of Shares
pursuant to the Offer.
The Information Agent for the Offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
Banks and Brokers call collect (201) 896-1900
All others call Toll Free: (888) 805-6307
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The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
277 Park Avenue
New York, New York 10172
(212) 892-7700 (Call collect)
April 1, 1997
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Dates Referenced Herein and Documents Incorporated by Reference
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