1
EXHIBIT(a)(1)(H)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated February 16, 2001 and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
(as defined below) may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In those jurisdictions where securities, blue
sky or other 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 Purchaser by Credit Suisse
First Boston Corporation ("Credit Suisse First Boston" or the "Dealer Manager")
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
(Including Associated Rights to Purchase Series A
Junior Participating Preferred Stock)
of
Morrison Management
Specialists, Inc.
at
$40.00 Net Per Share
by
Yorkmont One, Inc.
a wholly owned indirect subsidiary of
Compass Group PLC
Yorkmont One, Inc., a Georgia corporation (the "Purchaser") and wholly
owned indirect subsidiary of Compass Group PLC, a public limited company
incorporated under the laws of England and Wales ("Parent"), is offering to
purchase all the outstanding shares of common stock, par value $0.01 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 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 (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering shareholders whose Shares are registered in their names and
who tender directly to SunTrust Bank (the "Depositary") will not be charged
brokerage fees or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the
Offer. Shareholders who hold their Shares through banks or brokers should
consult such institutions as to whether they charge any service fees. The
Purchaser will pay all fees and expenses of the Dealer Manager, the Depositary,
and MacKenzie Partners, Inc., which is acting as the information agent (the
"Information Agent"), incurred in connection with the Offer. Following the
consummation of the Offer, the Purchaser intends to effect the Merger described
below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, MARCH 30, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, the satisfaction or
waiver of certain conditions, including (1) there being validly tendered and not
withdrawn prior to the expiration date of the Offer that number of Shares that
would represent at least a majority of all outstanding Shares on a fully diluted
basis on the date of purchase (the "Minimum Condition") and (2) 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 or to the
Merger having expired or been terminated. The Offer is also subject to the
satisfaction of certain other conditions. See Section 14 of the Offer to
Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of February 6, 2001, as amended, (the "Merger Agreement"), among
Parent, the Purchaser and the Company, pursuant to which, following the
consummation of the Offer and the satisfaction or waiver of certain conditions
set forth in the Merger Agreement, the Purchaser will be merged with and into
the Company, with the Company surviving the merger as a wholly owned indirect
subsidiary of Parent (the "Merger"). At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than Shares owned by Parent, the Purchaser or the Company
or any subsidiary of Parent, the Purchaser or the Company or by shareholders, if
any, who are entitled to and properly exercise dissenters' rights under Georgia
law) will be converted into the right to receive $40.00 in cash, or any higher
price that is paid in the Offer, without interest thereon.
The Board of Directors of the Company has unanimously approved and
adopted the Merger Agreement, approved the entry by the Company into the Merger
Agreement, and the consummation by the Company of the transactions contemplated
thereby. The Company's Board determined that the Offer and the Merger,
considered as a whole, are fair to and in the best interests of the Company and
the shareholders of the Company; and unanimously recommends that shareholders of
the Company accept the Offer and tender their Shares pursuant to the Offer.
2
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered to the
Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or
written notice to the Depositary of the Purchaser's acceptance for payment of
such Shares. Upon the terms and subject to the conditions of the Offer, payment
for Shares purchased pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as an agent for
tendering shareholders for the purpose of receiving payment from the Purchaser
and transmitting payment to tendering shareholders whose Shares have been
accepted for payment. Under no circumstances will interest be paid on the
purchase price for tendered Shares, regardless of any extension or any amendment
to the Offer or any delay in paying for such Shares. Payment for Shares accepted
for payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (i) certificates for (or a timely book-entry
confirmation with respect to) such Shares, (ii) a Letter of Transmittal (or
manually signed facsimile thereof), properly completed and duly executed, 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) in lieu of the Letter of
Transmittal), and (iii) any other documents required by the Letter of
Transmittal.
If by 5:00 P.M., New York City time, on March 30, 2001 (or any date or
time then set as the Expiration Date), any of or all the conditions to the Offer
have not been satisfied or waived, the Purchaser, subject to the terms of the
Merger Agreement and the applicable rules and regulations of the Securities and
Exchange Commission (the "Commission"), reserves the right (but shall not be
obligated) (a) to terminate the Offer and not accept for payment or pay for any
Shares and return all tendered Shares to tendering shareholders, (b) except with
respect to the Minimum Condition, to waive all the unsatisfied conditions and
accept for payment and pay for all Shares validly tendered prior to the
Expiration Date and not theretofore validly withdrawn, (c) to extend the Offer
and, subject to the right of shareholders to withdraw Shares until the
Expiration Date, retain the Shares that have been tendered during the period or
periods for which the Offer is extended; provided that the Purchaser will not be
permitted to extend the Offer beyond April 30, 2001 without the prior written
consent of the Company, or (d) except as set forth below, to amend the Offer.
The term "Expiration Date" means 5:00 P.M., New York City time, on March 30,
2001, unless the Purchaser 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 Purchaser shall expire.
The Purchaser intends to make a subsequent offering period of not less than
three business days available pursuant to Rule 14d-11 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), in the event that all the Offer
conditions have been satisfied or waived as of the Expiration Date.
Subject to the terms and conditions set forth in the Offer to Purchase
and the Merger Agreement and the applicable rules and regulations of the
Commission, the Purchaser reserves the right (but shall not be obligated), at
any time and from time to time, to waive any condition to the Offer or modify
the terms of the Offer, by giving oral or written notice of such waiver or
modification to the Depositary, except that, without the consent of the Company,
the Purchaser shall not (i) reduce the number of Shares subject to the Offer,
(ii) reduce the price per Share to be paid pursuant to the Offer, (iii) waive
the Minimum Condition or modify or add to the conditions of the Offer in any
manner adverse to the holders of Shares, or (iv) change the form of
consideration payable in the Offer. There can be no assurance that the Purchaser
will exercise its right to extend or amend the Offer. Any extension of the
period during which the Offer is open will be followed, as promptly as
practicable, by public announcement thereof, such announcement to be issued not
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer, subject
to the rights of a tendering shareholder to withdraw such shareholder's Shares.
Shares tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date and, unless theretofore accepted for payment
pursuant to the Offer, also may be withdrawn at any time after April 16, 2001.
Except as otherwise provided in Section 3 of the Offer to Purchase, tenders of
Shares made pursuant to the Offer are irrevocable. For a withdrawal of Shares
tendered pursuant to the Offer to be effective, a written 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 and
must specify the name of the person having tendered the Shares to be withdrawn,
the number of Shares to be withdrawn and the name of the registered holder of
the Shares to be withdrawn, if different from the name 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 certificates have been tendered
by an Eligible Institution (as defined in the Offer to Purchase), any and all
signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been tendered pursuant to the procedures 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 of the
book-entry transfer facility to be credited with the withdrawn Shares and
otherwise comply with the book-entry transfer facility's procedures. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination will be final and binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer (or
the Merger) will be a taxable transaction for U.S. federal income tax purposes
and may also be a taxable transaction under applicable state, local or foreign
tax laws. Generally, a shareholder who receives cash in exchange for Shares
pursuant to the Offer (or the Merger) will recognize gain or loss for U.S.
federal income tax purposes equal to the difference between the amount of cash
received and such shareholder's adjusted tax basis in the Shares exchanged
therefor. All shareholders should consult with their own tax advisors as to the
particular tax consequences of the Offer and the Merger to them, including the
applicability and effect of the alternative minimum tax and any state, local or
foreign income and other tax laws and of changes in such tax laws. For a more
complete description of certain U.S. federal income tax consequences of the
Offer and the Merger see Section 5 of the Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act, is contained
in the Offer to Purchase and is incorporated herein by reference.
The Company has provided to the Purchaser its list of shareholders 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
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list 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 carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance and copies of the Offer to
Purchase, the Letter of Transmittal and all other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth below, and will be furnished promptly
at the Purchaser's expense. The Purchaser will not pay any fees or commissions
to any broker or dealer or any other person (other than the Dealer Manager and
the Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
Call Collect: (212) 929-5500
or
Toll-Free: (800) 322-2885
Email: proxy@mackenziepartners.com
The Dealer Manager for the Offer is:
[CREDIT SUISSE FIRST BOSTON LOGO]
Eleven Madison Avenue
New York, New York 10010-3629
Call Toll Free: (800) 646-4543
February 16, 2000