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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 6, 2001 (February 6, 2001)
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Date of Report (Date of Earliest Event Reported)
Morrison Management Specialists, Inc.
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(Exact Name of Registrant as Specified in Charter)
Georgia 1-14194 63-1155966
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1955 Lake Park Drive, S.E.
Suite 400
Smyrna, Georgia 30080-8855
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(Address of Principal Executive Offices and Zip Code)
(770) 437-3300
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On February 6, 2001, Morrison Management Specialists, Inc., a Georgia
corporation ("Morrison"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among Morrison, Compass Group PLC, a public limited
company incorporated in England and Wales ("Compass"), and Yorkmont One, Inc.,
a Georgia corporation and wholly owned indirect subsidiary of Compass ("Merger
Sub").
Pursuant to the Merger Agreement, no later than ten business days after
the public announcement of the Merger Agreement, Merger Sub will commence a
tender offer (the "Offer") for any and all of the outstanding shares of Morrison
common stock, par value $0.01 per share (including the associated rights to
purchase Series A Junior Participating Preferred Stock, the "Shares"), at a
purchase price of $40 per Share, net to the seller in cash (the "Offer Price"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
which will be mailed to shareholders at the commencement of the Offer, and in
the related Letter of Transmittal.
The Merger Agreement provides that, subject to the satisfaction or
waiver of certain conditions, following completion of the Offer, and in
accordance with the Georgia Business Corporation Code (the "GBCC"), Merger Sub
will be merged with and into Morrison (the "Merger"), with Morrison being the
surviving corporation, and at the effective time of the Merger each Share
outstanding (other than Shares owned by Compass, Merger Sub, any of their
subsidiaries, Morrison or any of its subsidiaries, and Shares held by
shareholders, if any, who did not vote in favor of the Merger Agreement and who
comply with all of the relevant provisions of the GBCC relating to dissenters'
rights) will be converted into the right to receive the Offer Price in cash or
any greater amount per Share paid pursuant to the Offer.
A copy of the Merger Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. On February 6, 2001, Morrison and Compass
issued a joint press release announcing the execution of the Merger Agreement.
The press release is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of February 6,
2001 by and among Compass Group PLC, Yorkmont One, Inc.,
and Morrison Management Specialists, Inc.
99.2 Joint press release, dated February 6, 2001, of Morrison
Management Specialists, Inc., and Compass Group PLC.
SIGNATURE
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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.
Date: February 6, 2001
MORRISON MANAGEMENT
SPECIALISTS, INC.
By: /s/ K. WYATT ENGWALL
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Name: K. Wyatt Engwall
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Title: Senior Vice President, Finance
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Exhibit Index
Exhibit Description
99.1 Agreement and Plan of Merger, dated as of February 6, 2001 by
and among Compass Group PLC, Yorkmont One, Inc., and Morrison
Management Specialists, Inc.
99.2 Joint press release, dated February 6, 2001, of Morrison
Management Specialists, Inc., and Compass Group PLC.