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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PIERRE FOODS, INC.
(Name of Registrant as Specified in Its Charter)
------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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Filed by Pierre Foods, Inc.
Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Pierre Foods, Inc.
Commission File No. 0-7277
1. On April 27, 2001, Pierre Foods, Inc., a North Carolina corporation,
issued the following press release:
MANAGEMENT GROUP AGREES TO BUY PIERRE FOODS
CINCINNATI, OHIO (April 27, 2001) -- Pierre Foods, Inc. (NASDAQ: FOOD)
today announced that its Board of Directors, acting upon a recommendation of a
Special Committee of the Board, has approved a definitive agreement and plan of
share exchange with PF Management, Inc., a management group that reportedly owns
63% of the company's outstanding common stock. The agreement, signed yesterday,
calls for PF Management to purchase, for $1.21 per share, all shares of Pierre
Foods common stock owned by unaffiliated investors.
Closing of the transaction, expected in July or August, is subject to
shareholder approval, financing and other conditions typical of a management
buyout. The transaction requires a favorable vote by the holders of 75% of the
company's 5.78 million outstanding shares, but does not require approval by the
holders of the company's outstanding 10 3/4% senior notes. Also, because PF
Management is a "permitted holder" of the stock as provided in the indenture for
the senior notes, the transaction does not trigger "put" rights for the
noteholders.
PF Management is owned by Pierre Foods' Chairman, James C. Richardson,
Jr., its Vice-Chairman, David R. Clark, and retired executive James M.
Templeton. Speaking for PF Management, Mr. Clark said, "We initiated and pursued
this transaction because Pierre Foods, as currently configured, does not belong
in the public domain. It lacks access to the capital markets and is a
thinly-traded micro-cap stock, with no following among analysts, for which
Nasdaq offers no real liquidity. The buyout offers shareholders an opportunity
for liquidity and protects them from future downturn in the stock price. We
believe that the company has long-run potential, and we were willing to pay a
fair price to position ourselves for the long haul."
Norbert E. Woodhams, the company's President and Chief Executive
Officer, commented, "While this transaction was being negotiated by the Special
Committee and its advisors, it has been `business as usual' at Pierre Foods in
Cincinnati and Claremont. We expect the buyout to have no significant impact on
our business except insofar as we might save some of the cost associated with
public stock ownership."
Pierre Foods owns and operates food processing facilities in
Cincinnati, Ohio and Claremont, North Carolina. The company is a leading
manufacturer of fully cooked branded and private-label protein and bakery
products and is believed to be the largest integrated producer
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of microwaveable sandwiches. The company provides specialty beef, poultry and
pork products formed and portioned to meet specific customer requirements. It
sells primarily to the foodservice market and serves leading national restaurant
chains, a majority of primary and secondary schools, vending, convenience stores
and other niche markets.
Certain statements made in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve risks and uncertainties that may
cause actual events and results to differ materially from expected events and
results. As detailed in the company's periodic SEC reports, with respect to
Pierre Foods these risks and uncertainties include, among others: the company's
substantial leverage and insufficient cash flow from operations; restrictions
imposed by the company's debt instruments; factors inhibiting a hostile takeover
of the company; the stock available for sale and a limited secondary market for
the stock; stock price volatility and the absence of dividends; competition;
government regulation; general risks of the food industry; adverse changes in
food costs and availability of supplies; dependence on key personnel; and
potential labor disruption. In addition, the closing of the transaction
described in this press release is subject to the conditions stated in the
definitive agreement covering the transaction. In view of these considerations,
investors should not place undue reliance on the predictive value of the
forward-looking statements made in this press release.
CONTACT:
Pamela M. Witters, Chief Financial Officer, (513) 874-8741
2. Pierre Foods will file a proxy statement and other relevant
documents concerning the proposed share exchange with the SEC. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain the documents free of charge at the web
site maintained by the SEC at www.sec.gov. In addition, you may obtain documents
filed with the SEC by Pierre Foods free of charge by requesting them in writing
from Pierre Foods, Inc., 9990 Princeton Road, Cincinnati, Ohio 45246, Attention:
Pamela M. Witters, or by telephone at (513) 874-8741.
Pierre Foods, and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from the stockholders of
Pierre Foods in connection with the share exchange. INFORMATION ABOUT THE
DIRECTORS AND EXECUTIVE OFFICERS OF PIERRE FOODS AND THEIR OWNERSHIP OF PIERRE
FOODS SHARES IS SET FORTH IN THE PROXY STATEMENT FOR PIERRE FOODS' 2000 ANNUAL
MEETING OF STOCKHOLDERS, WHICH MAY BE OBTAINED FROM THE SEC'S WEBSITE OR FROM
PIERRE FOODS AS DESCRIBED ABOVE. Investors may obtain additional information
regarding the interests of such participants by reading the proxy statement
relating to the proposed share exchange when it becomes available.
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