1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Definitive proxy statement permitted by Rule 14a-6(e)(2))
------
Definitive additional materials
------
X Soliciting material pursuant
------ to Rule 14a-12
DAIRY MART CONVENIENCE STORES, 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 Rules 14a-6(i)(l) and 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Book value of the
securities computed as of the latest practicable date prior to filing
----------------------------------------------------------------------------
(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 tiling by registration statement number,
or the form or schedule and the date of its filing.
----------------------------------------------------------------------------
(1) Amount previously paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------------
(3) Filing party:
----------------------------------------------------------------------------
(4) Date filed:
----------------------------------------------------------------------------
2
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Gregory G. Landry
Vice Chairman and Chief Financial Officer
(330) 342-6729
DM ACQUISITION CORP. TO ACQUIRE DAIRY MART
CONVENIENCE STORES, INC. FOR $4.50 PER SHARE
Hudson, Ohio - March 15, 2001--- Dairy Mart Convenience Stores, Inc. (AMEX: DMC)
announced that DM Acquisition Corp. has agreed to acquire Dairy Mart in a cash
merger for $4.50 per share in cash. DM Acquisition Corp. is controlled by Robert
B. Stein, Jr., the Chairman, President and Chief Executive Officer of Dairy
Mart.
The Agreement provides that DM Acquisition Corp. will be merged with and into
Dairy Mart. Each share of Dairy Mart common stock outstanding immediately prior
to the merger, other than those owned by Mr. Stein and his affiliates, will be
converted into the right to receive $4.50 per share in cash. The board of
directors, based on the unanimous recommendation of a special committee of
independent directors, has approved the transaction and recommended that Dairy
Mart shareholders approve the transaction.
There are currently 5,002,026 shares of Dairy Mart common stock outstanding. The
last reported sale price of the common stock on March 14, 2001 was $2.50 per
share.
In connection with the merger, Dairy Mart will solicit its subordinated
debtholders to exchange their subordinated notes of the Company and receive, for
each $10,000 in principal amount of the old notes, $3,870 in principal amount of
new notes of Dairy Mart, $6,191.30 in cash and a warrant to purchase common
stock of the surviving corporation in the merger. Dairy Mart has entered into an
exchange and voting agreement pursuant to which holders of approximately 70% of
the subordinated notes have agreed to participate in the exchange.
The merger is subject to customary conditions, including completion of necessary
financing arrangements. In addition, the transaction is subject to the approval
of holders of a majority of the shares of Dairy Mart common stock voting at a
special meeting, excluding those shares held by persons who will have an
interest in the buyout entity.
Morgan Keegan & Company, Inc. advised the special committee of Dairy Mart and
provided a fairness opinion regarding the proposed transaction.
Dairy Mart owns or operates approximately 546 retail stores in seven states
located in the Midwest and Southeast. For more information, visit Dairy Mart's
web site at www.dairymart.com.
Dairy Mart and certain other persons named below may be deemed to be
participants in the solicitation of proxies. The participants in this
solicitation may include the directors and executive officers of Dairy Mart. A
detailed list of the names of Dairy Mart's directors and
3
officers is contained in Dairy Mart's proxy statement for its 2000 annual
meeting, which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov) or by directing a request to Dairy Mart at the address
provided below.
As of the date of this communication, except as in Dairy Mart's proxy statement
for its 2000 annual meeting and other documents filed with the SEC, to the
knowledge of Dairy Mart, none of the foregoing participants beneficially owns in
excess of 5% of Dairy Mart's common stock and none of the directors or executive
officers of Dairy Mart has any material interest, direct or indirect, by
security holdings or otherwise, in Dairy Mart.
Statements contained in this release that are not historical facts, including
those relating to the merger may constitute forward-looking statements. Factors
that could cause actual results to differ materially from those stated or
implied in the forward-looking statements include the failure to complete all of
the required financing for the transaction, and other factors disclosed in Dairy
Mart's periodic filings with the Securities and Exchange Commission. The Company
assumes no obligation to update the information contained in this release.
Dairy Mart will be filing a proxy statement and other relevant documents
concerning the transaction 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. Investors will be able
to obtain the documents free of charge at the SEC's web site (www.sec.gov) and
from the Company by calling or writing to Marilyn Salvucci, Investor Relations
at (330) 342-6756 or at Dairy Mart Convenience Stores, Inc., 300 Executive
Parkway West, Hudson, OH 44236.