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. 10)
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
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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$5,440,670 $783
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(1) For purposes of calculating the filing fee only. Assumes the exchange
of 2,176,268 shares of common stock, no par value per share, of Pierre
Foods, Inc. for $2.50 per share, which assumes the exercise of options
to purchase 25,000 shares.
(2) Calculated in accordance with Exchange Act Rule 0-11, this amount is
.0092% 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: $783
Filing Party: Pierre Foods, Inc.
Form or Registration No.: Preliminary Schedule 14A
Date Filed: May 3, 2001 and January 24, 2002
This Amendment No. 10 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 April 11, 2002, 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 Amended and Restated
Agreement and Plan of Share Exchange dated as of December 20, 2001 among PF
Management, Inc., a North Carolina corporation ("PF Management"), James C.
Richardson, Jr., David R. Clark and Pierre Foods (the "Exchange Agreement").
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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 $2.50 per share in cash for their Pierre 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.
(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).
(a)(6) Press Release of Pierre Foods dated August 2, 2001 (incorporated by
reference to Schedule 14D-9 filed by Pierre Foods pursuant to Rule
14d-9 on August 2, 2001).
(a)(7) Letter dated August 21, 2001, from Mr. Bobby Holman on behalf of the
Special Committee to William E. Simon & Sons, LLC and Triton Partners
(incorporated by reference to Schedule 14D-9, Amendment No. 1, filed by
Pierre Foods pursuant to Rule 14d-9 on August 21, 2001).
(a)(8) Letter dated August 23, 2001, from David M. Kies, Esq. to Patrick
Daugherty (incorporated by reference to Schedule 14D-9, Amendment
No. 2, filed by Pierre Foods pursuant to Rule 14d-9 on August 27,
2001).
(a)(9) Form of consent to a supplemental indenture signed by certain holders
of Pierre Foods' 10-3/4% Senior Notes Due 2006 (incorporated by
reference to Schedule 14D-9, Amendment No. 2, filed by Pierre Foods
pursuant to Rule 14d-9 on August 27, 2001).
(a)(10) Letter dated August 24, 2001, from Patrick Daugherty to J. Andrew Rahl,
Jr., Esq. (incorporated by reference to Schedule 14D-9, Amendment
No. 2, filed by Pierre Foods pursuant to Rule 14d-9 on August 27,
2001).
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(a)(11) Press release of Pierre Foods dated December 21, 2001 (incorporated by
reference to Schedule 14A filed by Pierre Foods pursuant to Rule 14a-12
on December 21, 2001).
(a)(12) Press release of Pierre Foods dated April 2, 2002 (incorporated by
reference to Schedule 14A filed by Pierre Foods pursuant to Rule
14a-12 on April 4, 2002).
(c)(1) Opinion of Grant Thornton LLP dated April 26, 2001.*
(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) Valuation analysis materials prepared by Harrison Hurley and Company
dated November 15, 2001.***
(c)(8) Financial model of Grant Thornton LLP presented to Pierre Foods'
special committee and board of directors on December 20, 2001.***
(c)(9) Power Point presentation by Grant Thornton LLP to Pierre Foods' special
committee and board of directors on December 20, 2001.***
(c)(10) Opinion of Grant Thornton LLP dated December 20, 2001 (included as
Appendix B to the preliminary proxy statement filed herewith as Exhibit
(a)(3)).
(d)(1) Amended and Restated Agreement and Plan of Share Exchange dated as of
December 20, 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 Manage-
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* Filed on May 3, 2001.
** Filed on July 9, 2001.
*** Filed on January 24, 2002.
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ment) (incorporated by reference to Exhibit 1.1 to Schedule 13D,
Amendment No. 22, dated April 17, 2001).
(d)(3) Letter dated July 31, 2001, from Garza Baldwin, III, to Patrick
Daugherty (incorporated by reference to Schedule 14D-9, Amendment No.
3, filed by Pierre Foods pursuant to Rule 14d-9 on September 26, 2001).
(d)(4) Engagement Letter dated December 13, 2001, between PF Management, Inc.
and William E. Simon & Sons, LLC (performance by PF Management, Inc.
guaranteed by Pierre Foods, Inc.) (incorporated by reference to Exhibit
10.5 to Pierre Foods' Quarterly Report on Form 10-Q for its fiscal
quarter ended December 1, 2001).
(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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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: April 11, 2002
PIERRE FOODS, INC.
By: /s/ Pamela M. Witters
Pamela M. Witters
Chief Financial Officer
/s/ James C. Richardson, Jr.
James C. Richardson, Jr.
/s/ David R. Clark
David R. Clark
/s/ David R. Clark
James M. Templeton
By: David R. Clark, Attorney-in-Fact
PF MANAGEMENT, INC.
By: /s/ David R. Clark
David R. Clark
President
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