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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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. 3 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 to add the following:
The subsequent offering period to the tender offer expired, as scheduled, at
5:00 p.m., New York City time, on Wednesday, April 4, 2001. As of the expiration
of the subsequent offering period, based on preliminary information provided by
the depositary for the tender offer, approximately 11,870,459 Shares, including
guaranteed deliveries, have been validly tendered and not withdrawn,
representing approximately 92.5% of the Company's issued and outstanding Shares
of common stock. Pursuant to the terms of the Offer, the Purchaser has accepted
for payment, and will promptly pay for, all Shares validly tendered in the
Offer.
On Thursday, April 5, 2001, Compass announced that it will acquire the remaining
outstanding Shares of Company common stock pursuant to a merger of Purchaser
with and into the Company. No further action is required by the remaining
stockholders of the Company to effect the merger. As a result of the merger, the
remaining Shares of the Company (except for shares held by Compass, its
subsidiaries, or shareholders exercising dissenters' rights under Georgia law,
if available) will be converted into the right to receive $40.00 in cash,
without interest, and the Company will thereby become a wholly owned subsidiary
of Compass.
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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/ Glenn A. Davenport
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Date: April 5, 2001 By: Glenn A. Davenport
President and CEO
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