EXHIBIT (a)(1)(x)
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell Shares (as defined below). The Offer (as defined below) is made
only by the Offer to Purchase, dated December 23, 2002, and the related Letter
of Transmittal and any amendments or supplements thereto, and is being made to
all holders of Shares. The Offer will not be made to (and tenders will not be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
LANDAIR CORPORATION
AT
$13.00 NET PER SHARE IN CASH
BY
LANDAIR ACQUISITION CORPORATION
A CORPORATION WHOLLY OWNED BY
SCOTT M. NISWONGER AND JOHN A. TWEED
Scott M. Niswonger, Chairman of the Board and Chief Executive Officer
of Landair Corporation ("Landair"), and John A. Tweed, President and Chief
Operating Officer of Landair (Messrs. Niswonger and Tweed are collectively
referred to as "Offerors"), through Landair Acquisition Corporation, a Tennessee
corporation wholly owned by Offerors ("Purchaser"), are offering to purchase at
a price of $13.00 per share, net to the seller in cash without interest thereon
(the "Offer Price"), all outstanding shares of common stock, par value $.01 per
share, of Landair (the "Shares"), on the terms and subject to the conditions
specified in the Offer to Purchase and related Letter of Transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer"). A
shareholder who is the record owner of his shares and tenders such shares to
Offerors in the Offer will not have to pay brokerage fees or similar expenses. A
shareholder who holds his shares through a broker, bank or other custodian and
has such broker or nominee tender his shares on his behalf may be charged a fee
for such broker's or nominee's services. Shareholders should consult their
brokers and nominees to determine whether any charges will apply.
Offerors will pay all charges and expenses of SunTrust Bank, as Depositary (the
"Depositary"), and MacKenzie Partners, Inc., as Information Agent (the
"Information Agent"), incurred in connection with the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
STANDARD TIME, ON THURSDAY, JANUARY 23, 2003, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED ON, AMONG OTHER THINGS, (i) PURCHASER'S
RECEIPT OF PROCEEDS UNDER ITS FINANCING COMMITMENT FROM FIRST TENNESSEE BANK,
(ii) A SPECIAL COMMITTEE OF INDEPENDENT MEMBERS OF LANDAIR'S BOARD OF DIRECTORS
RECOMMENDING THAT LANDAIR'S SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER; AND (iii) THE
TENDER OF A SUFFICIENT NUMBER OF SHARES SUCH THAT, AFTER THE SHARES ARE
PURCHASED PURSUANT TO THE OFFER, OFFERORS WOULD OWN AT LEAST 90% OF THE
OUTSTANDING COMMON STOCK.
The purpose of the Offer is to acquire as many outstanding Shares as
possible as a first step in acquiring the entire equity interest in Landair. If
the Offer is successful and Offerors own at least 90% of the outstanding Shares,
Offerors will cause Purchaser to merge Landair and Purchaser in a short-form
merger (the "Merger"). In the Merger, each outstanding Share that is not owned
by Offerors (other than Shares held by Landair shareholders who dissent from the
Merger and perfect their dissenters' rights under the Tennessee Business
Corporation Act (the "TBCA")) will be converted into the right to receive in
cash an amount per Share equal to the Offer Price, without interest, less any
required withholding tax upon the surrender of the certificate(s) representing
such Shares.
The Offer is being made without prior approval of the Landair Board of
Directors. The Landair Board of Directors must file with the Securities and
Exchange Commission (the "SEC") and provide to Landair's shareholders a
"Solicitation/Recommendation Statement on Schedule 14D-9" within ten business
days from the date of this document. The Landair board of directors appointed a
special committee of independent directors authorized, as appropriate, to
consider and to make recommendations with respect to the Offer, including making
a recommendation with respect to the position that the full Landair board of
directors should take in connection with the Schedule 14D-9. All shareholders
should review carefully the Schedule 14D-9 when it becomes available.
Upon the terms and subject to the conditions set forth in the Offer
(including the terms and conditions set forth in Section 11, "The Offer--Certain
Conditions of the Offer," of the Offer to Purchase, and if the Offer is extended
or amended, the terms and conditions of such extension or amendment (the "Offer
Conditions")), Purchaser will accept for payment, and pay for, Shares validly
tendered on or prior to the Expiration Date (as defined herein) and not
withdrawn as permitted by Section 4, "The Offer--Rights of Withdrawal," of the
Offer to Purchase. The term "Expiration Date" means 12:00 midnight, Eastern
Standard Time, on January 23, 2003, unless and until Purchaser shall have
extended the period for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date on which the Offer, as so
extended by Purchaser, shall expire. The period until 12:00 midnight, Eastern
Standard Time, on January 23, 2003, as such may be extended is referred to as
the "Offering Period." If there is a Subsequent Offering Period (as defined in
the Offer to Purchase), all Shares tendered during the Offering Period will be
immediately accepted for payment and promptly paid for following the expiration
thereof and Shares tendered during a Subsequent Offering Period will be
immediately accepted for payment and paid for as they are tendered. Subject to
applicable rules of the SEC, Purchaser expressly reserves the right to delay
acceptance for payment of or payment for Shares in order to comply, in whole or
in part, with any applicable law. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after (i) timely
receipt by the Depositary of certificates evidencing such Shares (or a
confirmation of a book-entry transfer of such Shares (a "Book-Entry
Confirmation") into the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility"); (ii) a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase) in lieu of the Letter of Transmittal; and
(iii) any other required documents.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment Shares validly tendered and not withdrawn as, if and when Purchaser
gives oral or written notice to the Depositary of its acceptance for payment of
such Shares pursuant to the Offer. Payment for Shares accepted for payment
pursuant to the Offer will be made by deposit of the purchase price therefor
with the Depositary, which will act as agent for the tendering shareholders for
the purpose of receiving payments from Purchaser and transmitting such payments
to the tendering shareholders. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE
PURCHASE PRICE FOR TENDERED SHARES BE PAID, REGARDLESS OF ANY DELAY IN MAKING
SUCH PAYMENT.
Subject to the applicable rules and regulations of the SEC, Purchaser
expressly reserves the right, in its sole discretion, at any time or from time
to time, to extend the Offering Period by giving oral or written notice of such
extension to the Depositary. During any such extension of the Offering Period,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering shareholder to withdraw such
shareholder's Shares. See Section 4, "The Offer--Rights of Withdrawal," of the
Offer to Purchase. Subject to the applicable regulations of the SEC, Purchaser
also expressly reserves the right, in its sole discretion, at any time or from
time to time prior to the Expiration Date, (i) to delay acceptance for payment
of or (regardless of whether such Shares were theretofore accepted for payment)
payment for, any tendered Shares, or to terminate or amend the Offer as to any
Shares not then paid for, on the occurrence of any of the events specified in
Section 11, "The Offer--Certain Conditions of the Offer," of the Offer to
Purchase, and (ii) to waive any condition and to set forth or change any other
term and condition of the Offer. If Purchaser elects to provide a Subsequent
Offering Period, it expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the Subsequent Offering Period (not beyond
a total of 20 business days) by giving oral or written notice of such extension
to the Depositary. If Purchaser accepts any Shares for payment pursuant to the
terms of the Offer, it will accept for payment all Shares validly tendered
during the Offering Period and not withdrawn, and, on the terms and subject to
the conditions of the Offer, including but not limited to the Offer Conditions,
it will promptly pay for all Shares so accepted for payment and will immediately
accept for payment and promptly pay for all Shares as they are tendered in any
Subsequent Offering Period. Purchaser confirms that its reservation of the right
to delay payment for Shares that it has accepted for payment is limited by Rule
14e-1(c) under the Securities Exchange Act of 1934, which requires that a tender
offeror pay the consideration offered or return the tendered securities
promptly after the termination or withdrawal of a tender offer.
Tenders of Shares made pursuant to the Offer are irrevocable except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the expiration of the Offering Period and, unless theretofore accepted for
payment by Purchaser pursuant to the Offer, may also be withdrawn at any time
after sixty days from the date of the original tender offer. There will be no
withdrawal rights during any Subsequent Offering Period for Shares tendered
during the Subsequent Offering Period.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number or amount of Shares to be
withdrawn and the names in which the certificate(s) evidencing the Shares to be
withdrawn are registered, if different from that of the person who tendered such
Shares. The signature(s) on the notice of withdrawal must be guaranteed by an
Eligible Institution (as defined in the Offer to Purchase), unless such Shares
have been tendered for the account of any Eligible Institution. If Shares have
been tendered pursuant to the procedures for book-entry tender as set forth in
Section 3, "The Offer--Procedure for Tendering Shares," of the Offer to
Purchase, any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares. If certificates for Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, the name of the registered holder and
the serial numbers of the particular certificates evidencing the Shares to be
withdrawn must also be furnished to the Depositary as aforesaid prior to the
physical release of such certificates. All questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by
Purchaser, in its sole discretion, which determination shall be final and
binding. None of Offerors, Purchaser, the Depositary, the Information Agent or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification.
Withdrawals of tenders of Shares may not be rescinded, and any Shares
properly withdrawn will be deemed not to have been validly tendered for purposes
of the Offer. However, withdrawn Shares may be retendered at any time prior to
the Expiration Date (or during a Subsequent Offering Period if one is provided)
by following any of the procedures described in the Offer.
If Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares, or is unable to accept for payment Shares pursuant to the
Offer, for any reason, then, without prejudice to Purchaser's rights under this
Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered
Shares, and such Shares may not be withdrawn except to the extent that tendering
shareholders are entitled to withdrawal rights as set forth in Section 4, "The
Offer--Rights of Withdrawal," of the Offer to Purchase. Any such delay will be
accompanied by an extension of the Offer to the extent required by law.
The receipt of cash for Shares pursuant to the Offer or the Merger will
be a taxable transaction for United States federal income tax purposes (and also
may be a taxable transaction under applicable state, local, foreign and other
income tax laws). In general, for United States federal income tax purposes, a
holder of Shares will recognize gain or loss equal to the difference between the
holder's adjusted tax basis in the Shares sold pursuant to the Offer or
converted to cash in the Merger and the amount of cash received therefor. Gain
or loss must be determined separately for each block of Shares (i.e., Shares
acquired at the same cost in a single transaction) sold pursuant to the Offer or
converted to cash in the Merger. If the Shares exchanged constitute capital
assets in the hands of the shareholder, gain or loss will be capital gain or
loss. In general, capital gains recognized by an individual will be subject to a
maximum United States federal income tax rate of 20% if the Shares were held for
more than one year on
the date of sale (or, if applicable, the date of the Merger), and if held for
one year or less they will be subject to tax at ordinary income tax rates.
Certain limitations may apply on the use of capital losses.
All shareholders should consult with their own tax advisors as to the
particular tax effects of the Offer and the Merger to them, including the
applicability and effect of any state, local and other tax laws. For a more
complete description of certain U.S. federal income tax consequences of the
Offer and the Merger, see Section 5, "The Offer--Certain Federal Income Tax
Consequences of the Offer," of the Offer to Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 under the Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference.
Landair has provided Purchaser with Landair's shareholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares and will be furnished to brokers, banks and
similar person whose names, or the names of whose nominees, appear on the
shareholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
To obtain further information about the Offer, at Purchaser's and
Offerors' expense, contact the Information Agent. The Information Agent for the
Offer is:
[MACKENZIE PARTNERS, INC. LOGO]
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
Toll-Free (800) 322-2885