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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
PIERRE FOODS, INC.
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(NAME OF THE ISSUER)
PIERRE FOODS, INC.
JAMES C. RICHARDSON, JR.
DAVID R. CLARK
JAMES M. TEMPLETON
PF MANAGEMENT, INC.
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(NAMES OF PERSONS FILING STATEMENT)
COMMON STOCK, NO PAR VALUE PER SHARE,
AND THE
ASSOCIATED RIGHTS TO PURCHASE JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A
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(TITLE OF CLASS OF SECURITIES)
720 830 10 8
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(CUSIP NUMBER OF CLASS OF SECURITIES)
MS. PAMELA M. WITTERS MR. DAVID R. CLARK
CHIEF FINANCIAL OFFICER PRESIDENT
PIERRE FOODS, INC. PF MANAGEMENT, INC.
9990 PRINCETON ROAD 361 SECOND STREET, NW
CINCINNATI, OH 45246 HICKORY, NC 28601
(513) 874-8741 (828) 304-2307
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(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
PATRICK DAUGHERTY, ESQ. GARZA BALDWIN, III, ESQ.
FOLEY & LARDNER WOMBLE CARLYLE SANDRIDGE
150 WEST JEFFERSON AVENUE & RICE, PLLC
SUITE 1000 3300 ONE FIRST UNION CENTER
DETROIT, MI 48226-4416 CHARLOTTE, NC 28202-6025
(313) 442-6495 (704) 331-4907
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$2,603,035 $521
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(1) For purposes of calculating the filing fee only. Assumes the exchange
of 2,151,268 shares of common stock, no par value per share, of Pierre
Foods, Inc. for $1.21 per share.
(2) Calculated in accordance with Exchange Act Rule 0-11, this amount is
1/50th of 1% of the value of the securities proposed to be acquired.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $521
Filing Party: Pierre Foods, Inc.
Form or Registration No.: Preliminary Schedule 14A
Date Filed: May 3, 2001
This Amendment No. 1 to Rule 13e-3 Transaction Statement (this "Statement") is
being filed incident to the filing by Pierre Foods, Inc., a North Carolina
corporation ("Pierre Foods"), with the Securities and Exchange Commission (the
"SEC"), on July 6, 2001, of a revised preliminary Proxy Statement on Schedule
14A (the "Proxy Statement"). Pierre Foods has filed the Proxy Statement in
connection with a special meeting of shareholders of Pierre Foods at which the
shareholders will be asked to adopt and approve an Agreement and Plan of Share
Exchange dated as of April 26, 2001 among PF Management, Inc., a North Carolina
corporation ("PF Management"), James C. Richardson, Jr., David R. Clark and
Pierre Foods (the "Exchange Agreement").
Upon consummation of the transactions contemplated by the Exchange Agreement,
Pierre Foods will become a wholly-owned subsidiary of PF Management and the
shareholders of Pierre Foods (other than PF Management) will be entitled to
receive $1.21 per share in cash for their Pierre
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Foods common stock and the associated preferred stock purchase rights. At the
date of this Statement, PF Management owns 3,630,212 shares, or approximately
62.8%, of the outstanding shares of Pierre Foods common stock. The outstanding
shares of common stock of PF Management are owned by the following persons in
the indicated proportions: James C. Richardson, Jr., 52.9%; David R. Clark,
35.2% and James M. Templeton, 11.9%.
The Proxy Statement, including all schedules, exhibits, appendices and annexes
thereto, is an exhibit to this Statement. Pursuant to General Instructions F and
G to Schedule 13E-3, the Proxy Statement is hereby expressly incorporated into
this Statement in its entirety by this one reference thereto. The Proxy
Statement contains all of the information required in response to all of the
items of Schedule 13E-3, except that it does not include all of the exhibits
listed below. The Proxy Statement will be amended, if appropriate, and completed
before it is first sent or given to Pierre Foods' shareholders. This Statement
will be amended to reflect any amendment and the completion of the Proxy
Statement.
ITEM 16. EXHIBITS.
(a)(1) Preliminary copy of Letter to Shareholders of Pierre Foods.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders of
Pierre Foods.
(a)(3) Preliminary Proxy Statement of Pierre Foods for the Special Meeting of
Shareholders.
(a)(4) Form of Proxy.
(a)(5) Press Release of Pierre Foods dated April 27, 2001 (incorporated by
reference to the Schedule 14A filed by Pierre Foods pursuant to Rule
14a-12 on April 27,2001.)
(b) Form of promissory note for borrowings by PF Management of funds for
the exchange consideration.
(c)(1) Opinion of Grant Thornton LLP dated April 26, 2001 (included as
Appendix B to the preliminary proxy statement filed herewith as Exhibit
(a)(3)).*
(c)(2) Financial analysis materials prepared by Grant Thornton LLP in
connection with its presentation on April 26, 2001 to the special
committee of the board of directors of Pierre Foods.*
(c)(3) Financial analysis materials prepared by Harrison Hurley and Company
dated March 10, 2001.*
(c)(4) Bullet points of Grant Thornton LLP faxed to special committee on
March 26, 2001.
(c)(5) Initial financial model of Grant Thornton LLP presented to Pierre
Foods' special committee and board of directors on March 26, 2001.
(c)(6) Power Point presentation by Grant Thornton LLP to Pierre Foods'
special committee and board of directors on April 26, 2001.
(c)(7) Lists of comparable companies and of comparable transactions furnished
by Grant Thornton LLP to counsel to the special committee and to Pamela
M. Witters, chief financial officer of Pierre Foods, Inc., on March 20,
2001 and to the special committee for its meeting on March 21, 2001.
(d)(1) Agreement and Plan of Share Exchange dated as of April 26, 2001 among
PF Management, James C. Richardson, Jr., David R. Clark and Pierre
Foods (included as Appendix A to the preliminary proxy statement filed
herewith as Exhibit (a)(3)).
(d)(2) Agreement dated as of April 17, 2001 among PF Management, James C.
Richardson, Jr., David R. Clark and James M. Templeton (pursuant to
which Templeton agrees not to exercise voting or dispositive power over
the Pierre Foods shares owned by PF Management) (filed as Exhibit 1.1
to Amendment No. 22 to Schedule 13D dated April 17, 2001, and
incorporated herein by reference).
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(f) Detailed statement describing shareholders' appraisal rights and the
procedures for exercising those rights (included as Appendix D to the
preliminary proxy statement filed herewith as Exhibit (a)(3)).
(g) Not applicable.
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* Filed on May 3, 2001.
SIGNATURES
After due inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: July 6, 2001
PIERRE FOODS, INC.
By: /s/ Pamela M. Witters
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Pamela M. Witters
Chief Financial Officer
/s/ James C. Richardson, Jr.
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James C. Richardson, Jr.
/s/ David R. Clark
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David R. Clark
/s/ James M. Templeton
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James M. Templeton
PF MANAGEMENT, INC.
By: /s/ David R. Clark
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David R. Clark
President
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