SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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14a-6(e)(2))
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[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PIERRE FOODS, INC.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Filed by Pierre Foods, Inc.
Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Pierre Foods, Inc.
Commission File No. 0-7277
1. On April 2, 2002, Pierre Foods, Inc., a North Carolina corporation,
issued the following press release:
Pierre Foods Moves to OTC Bulletin Board
CINCINNATI, OHIO (April 2, 2002) -- Pierre Foods, Inc. (NASDAQ:
FOOD) announced today that its common stock will be delisted from the Nasdaq
Small Cap Market at the opening of business on April 4, 2002, but is anticipated
to be eligible to trade on the Over-the-Counter Bulletin Board (OTCBB) at that
time. Prices for OTCBB stocks are accessible at http://www.otcbb.com. Pierre
Foods will continue to comply with the periodic reporting requirements of the
Securities Exchange Act of 1934.
Nasdaq advised Pierre Foods that the decision to delist Pierre
Foods' common stock was based on the company's failure to hold an annual meeting
of shareholders for the fiscal year ended March 3, 2001, as required by Nasdaq
Marketplace Rules. Pierre Foods postponed this meeting in anticipation of a
special meeting of shareholders to consider the proposed management buyout
announced in March 2001. Pierre Foods will not appeal Nasdaq's decision.
Pierre Foods owns and operates food processing facilities in
Cincinnati, Ohio and Claremont, North Carolina. The company is a leading
manufacturer of fully cooked branded and private-label protein and bakery
products and is believed to be the largest integrated producer of microwaveable
sandwiches. The company provides specialty beef, poultry and pork products
formed and portioned to meet specific customer requirements. It sells primarily
to the foodservice market and serves leading national restaurant chains, a
majority of primary and secondary schools, vending, convenience stores and other
niche markets.
Certain statements made in this press release are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve risks and
uncertainties that may cause actual events and results to differ materially from
expected events and results. As detailed in the company's periodic SEC reports,
with respect to Pierre Foods these risks and uncertainties include, among
others: the company's substantial leverage and insufficient cash flow from
operations; restrictions imposed by the company's debt instruments; factors
inhibiting a hostile takeover of the company; the stock available for sale and a
limited secondary market for the stock; stock price volatility and the absence
of dividends; competition; government regulation; general risks of the food
industry; adverse changes in food costs and availability of supplies; dependence
on key personnel; and potential labor disruption. In view of these
considerations, investors should not place undue reliance on the predictive
value of the forward-looking statements made in this press release.
CONTACT:
Pamela M. Witters, Chief Financial Officer, (513) 682-7188
2. Pierre Foods will file, with the SEC, preliminary and definitive
proxy statements and other relevant documents concerning the proposed management
buyout and share exchange. Shareholders are urged to read these proxy statements
and other documents when they are available because they will contain important
information. Shareholders will be able to obtain all of these documents free of
charge at the SEC's website, www.sec.gov. Shareholders also can obtain
identified SEC filings of Pierre Foods free of charge by requesting them in
writing from Pierre Foods, Inc., 9990 Princeton Road, Cincinnati, Ohio 45246,
Attention: Pamela Witters, or by telephone at (513) 874-8741. Pierre Foods and
its directors may be deemed to be participants in the solicitation of proxies
from Pierre Foods shareholders in connection with the proposed share exchange.
Information about the Pierre Foods directors, and their direct or indirect
interests, is set forth in the preliminary proxy statement of Pierre Foods filed
with the SEC on January 24, 2002, which can be obtained from the SEC's website
or from Pierre Foods as described above.