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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORRISON MANAGEMENT SPECIALISTS, INC.
(Name of Subject Company)
MORRISON MANAGEMENT SPECIALISTS, INC.
(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE
RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
(Title of Class of Securities)
618459101
(CUSIP Number of Class of Securities)
JOHN E. FOUNTAIN, ESQ.
MORRISON MANAGEMENT SPECIALISTS, INC.
1955 LAKE PARK DRIVE, S.E., SUITE 400
SMYRNA, GEORGIA 30080-8855
(770) 437-3300
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person Filing Statement)
COPY TO:
GABRIEL DUMITRESCU, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY
COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER
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This Amendment No. 2 on Schedule 14D-9/A is being filed by Morrison Management
Specialists, Inc., a Georgia corporation (the "Company"), and amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9
originally filed with the Securities and Exchange Commission on February 16,
2001 by the Company (as amended and together with the Exhibits and Annexes
thereto, the "Schedule 14D-9"), relating to the tender offer by Yorkmont One,
Inc. (the "Purchaser"), a Georgia corporation and a wholly-owned indirect
subsidiary of Compass Group PLC, a public limited company organized under the
laws of England and Wales ("Compass"), to purchase all of the outstanding shares
of Common Stock (the "Shares"), at a purchase price of $40.00 per Share, net to
the seller in cash, without interest (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase, dated
February 16, 2001, and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). Except to the extent amended and supplemented as set forth below, the
information in the Schedule 14D-9 is incorporated herein by reference.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented by adding the following:
Compass today announced that the initial offering period for its cash tender
offer for the Company expired at 5:00 P.M., New York City time, on March 31,
2001, at which time approximately 11,913,813 Shares were validly tendered,
including guaranteed deliveries. After payment for the deposited shares,
Purchaser will own approximately 92.8% of the Shares.
Compass also announced that it will provide a subsequent offering period of
three business days for the Offer to Purchase, which will begin on April 2,
2001, and expire at 5:00 p.m., New York City time on April 4, 2001.
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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.
MORRISON MANAGEMENT SPECIALISTS,
INC.
/s/ JOHN E. FOUNTAIN
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Date: April 2, 2001 By: John E. Fountain
Vice President, General Counsel and
Secretary
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