UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
HANOVER FOODS CORPORATION
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(Name of the Issuer)
HANOVER FOODS CORPORATION
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(Name of Person(s) Filing Statement)
Class A Common Stock, $25.00 Par Value
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(Title of Class of Securities)
41078W100
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(CUSIP Number of Class of Securities)
John A. Warehime
Chairman, President and Chief Executive Officer
Hanover Foods Corporation
1486 York Street, P.O. Box 334
Hanover, Pennsylvania 17331-0334
(717) 632-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Alan H. Lieblich, Esq.
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c)
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1993.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Valuation: Amount of Filing Fee
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$94,058* $20.00**
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* Calculated solely for the purpose of determining the filing fee, based
upon the odd-lot tender offer price of $131.00 per share for the eligible
shares of Class A common stock, multiplied by 718, the estimated maximum
number of shares to be purchased in the offer.
** The amount of the filing fee equals 1/50th of one percent of the value of
the securities to be acquired. The filing fee was calculated pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and
Rule 0-11(b) thereunder.
[ ] 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: $20.00
Filing Party: Hanover Foods Corporation
Form or Registration No.: Schedule 13E-3
Date Filed: December 6, 2004
INTRODUCTION
This Amendment No. 3 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed on December 6, 2004, as amended by Amendment
No. 1 to Schedule 13E-3 filed on December 8, 2004 and Amendment No. 2 to
Schedule 13E-3 filed on January 4, 2005 (as amended, the "Transaction
Statement") by Hanover Foods Corporation (the "Company"). The Transaction
Statement relates to the offer to purchase for cash all of the Company's Class A
common stock, $25.00 par value per share (the "Class A Common Stock"), held of
record as of the close of business on November 22, 2004 by persons owning 15 or
less shares of Class A Common Stock at such time, upon the terms and conditions
provided for in the Offer to Purchase, attached as (a)(2)(ii) to the Transaction
Statement (the "Offer to Purchase").
The following section of the Offer to Purchase is supplemented and
amended as follows and, as so supplemented or amended, is incorporated into the
Transaction Statement, so that any references to such sections in the
Transaction Statement shall refer to such section as supplemented or amended
hereby. Accordingly, you are encouraged to read the information contained in
this Amendment No. 3 in conjunction with the information contained in the
Transaction Statement (including the exhibits thereto).
Except as otherwise noted below, no changes have been made to the
responses to the items of the Transaction Statement.
THE INFORMATION IN THE OFFER TO PURCHASE UNDER "TERMS OF THE OFFER - CONDITIONS
OF THE OFFER" IS SUPPLEMENTED BY THE FOLLOWING:
The Company clarifies that the offer will be consummated and is not
subject to a condition for a minimum number of tenders received.
SIGNATURE
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.
HANOVER FOODS CORPORATION
By: /s/ Gary Knisely
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Name: Gary Knisely
Title: Chief Financial Officer, Counsel,
Executive Vice President and
Secretary
Dated: January 6, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1)(i)* Letter of Transmittal
(a)(1)(ii)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(iii)* Form of Letter to Clients
(a)(1)(iv)* Instruction Form for Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(1)(v)* Form of Notice of Guaranteed Delivery
(a)(2)(i)* Offer Cover Letter
(a)(2)(ii)* Offer to Purchase
(a)(2)(iii)* Supplemental Cover Letter
(c)(1)* Appraisal prepared by Gocial Gerstein LLC as of September 30,
2004
(c)(2)* Fairness Opinion prepared by Ryan Beck & Co., Inc.
(c)(3)* Transaction Review prepared by Ryan Beck & Co., Inc.
(c)(4)* Appraisal prepared by Gocial Gerstein LLC as of June 30, 2004
(g)* Written Instructions
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* Previously filed.