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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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MORRISON MANAGEMENT SPECIALISTS, INC.
(Name of Subject Company (Issuer))
YORKMONT ONE, INC.
COMPASS GROUP PLC
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING ASSOCIATED RIGHTS TO PURCHASE SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK)
(Title of Class of Securities)
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618459101
(Cusip Number of Class of Securities)
LAUREN A. STOERY, ESQ.
GENERAL COUNSEL
COMPASS GROUP USA, INC.
2400 YORKMONT ROAD
CHARLOTTE, NORTH CAROLINA 28217
TELEPHONE: (704) 329-4034
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
BOYD C. CAMPBELL, JR., ESQ.
SMITH HELMS MULLISS & MOORE, L.L.P.
201 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202
TELEPHONE: (704) 343-2030
[ ] CHECK THE 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:...................... N/A
Form or Registration No.:.................... N/A
Filing Party:................................ N/A
Date Filed:.................................. N/A
[ ] CHECK THE BOX IF THE FILING RELATES TO PRELIMINARY
COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER
OFFER.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
[X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
[ ] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: [ ]
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This Amendment No. 1 (the "Amendment") amends and
supplements the Tender Offer Statement on Schedule TO (the
"Schedule TO") relating to the offer by Yorkmont One, Inc.,
a Georgia corporation (the "Purchaser") and a wholly owned
indirect subsidiary of Compass Group PLC, a public limited
company incorporated under the laws of England and Wales
("Parent"), to purchase all the outstanding shares of common
stock, par value $.01 per share, including the associated
rights to purchase Series A Junior Participating Preferred
Stock (the "Shares"), of Morrison Management Specialists,
Inc., a Georgia corporation (the "Company"), at a purchase
price of $40.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated February
16, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal. This Amendment is being filed on
behalf of the Purchaser and Parent.
ITEM 11. ADDITIONAL INFORMATION.
Effective February 26, 2001, Parent was advised by the
Federal Trade Commission that early termination had been
granted for the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with respect to the Offer
and the Agreement and Plan of Merger dated as of February 6,
2001 by and among Parent, the Purchaser and the Company, as
amended. The full text of the press release issued by
Parent on March 1, 2001, is attached hereto as Exhibit
(a)(5)(A).
ITEM 12. EXHIBITS.
*(a)(1)(A) Offer to Purchase dated February 16, 2001.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers,
Banks, Trust Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint Press Release issued by Parent and the
Company on February 6, 2001.
*(a)(1)(H) Summary Advertisement published February 16, 2001.
(a)(5)(A) Press Release issued by Parent March 1, 2001.
(b) Not applicable.
*(d)(1) Agreement and Plan of Merger dated as of February 6, 2001,
as amended, among Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement dated December 4, 2000,
between Parent and the Company.
*(d)(3) Employment Agreement and Addendum, each dated as of
February 5, 2001 between the Company and Glenn A. Davenport.
*(d)(4) Employment Agreement and Addendum, each dated as of
February 5, 2001 between the Company and K. Wyatt Engwall.
*(d)(5) Employment Agreement and Addendum, each dated as of
February 5, 2001 between the Company and Gary L. Gaddy.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
SIGNATURES
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
YORKMONT ONE, INC.
By: /s/ THOMAS G. ONDROF
Thomas G. Ondrof
Chief Financial Officer
COMPASS GROUP PLC
By: /s/ THOMAS G. ONDROF
Thomas G. Ondrof
Authorized Agent
Dated: March 1, 2001
INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT
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*(a)(1)(A) Offer to Purchase dated February 16, 2001.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint Press Release issued by Parent and the Company on
February 6, 2001.
*(a)(1)(H) Summary Advertisement published February 16, 2001.
(a)(5)(A) Press Release issued by Parent March 1, 2001.
(b) Not applicable.
*(d)(1) Agreement and Plan of Merger dated as of February 6, 2001,
as amended, among Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement dated December 4, 2000,
between Parent and the Company.
*(d)(3) Employment Agreement and Addendum, each dated as of
February 5, 2001 between the Company and Glenn A. Davenport.
*(d)(4) Employment Agreement and Addendum, each dated as of
February 5, 2001 between the Company and K. Wyatt Engwall.
*(d)(5) Employment Agreement and Addendum, each dated as of
February 5, 2001 between the Company and Gary L. Gaddy.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.