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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 9, 1998
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Date of Report (Date of earliest event reported)
SWISHER INTERNATIONAL GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12521 13-3857632
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
Incorporation) No.)
20 Thorndal Circle, Darien, Connecticut 06820
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
203-656-8000
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Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Company issued the press release attached hereto as Exhibit 99.1
announcing that its Board of Directors approved a going-private transaction
pursuant to which the Company will merge with and into its wholly-owned
subsidiary, SIGI Acquisition Corporation, subject to, among other things, the
approval of the Company's stockholders (the "Merger"). Holders of all
outstanding shares of the Company's Class A Common Stock will receive $9.50 per
share in the Merger.
After the Company announced the Merger on December 9, 1998, the
following purported class action lawsuits challenging the Merger (the
"Lawsuits") were filed, on various dates, in the Court of Chancery of the State
of Delaware in and for New Castle County. Each names the Company and some or all
of the members of the Board of Directors of the Company as defendants; one also
names SIGI Acquisition Corporation as a defendant:
Ruthie Parnes v. Cynthia Z. Brighton et al., Civil Action #16834NC; Ann
Mark v. William Ziegler, III et al., Civil Action #16839NC; John
Michael Dawson v. Cynthia Z. Brighton, et al., Civil Action # 16837NC;
Harbor Finance Partners v. William Ziegler, III, et al., Civil Action #
16838NC; Joseph Falzone v. Cynthia Z. Brighton, et al., Civil Action #
16842NC; and Donald Seeth v. William Ziegler, III, et al, Civil Action
#16861NC.
Generally, the Lawsuits purport to be brought on behalf of the common
stockholders of the Company and allege substantially similar claims of breach of
fiduciary duty. In general, plaintiffs allege that the merger consideration of
$9.50 per share of Class A Common Stock of the Company is unjust and inadequate
in that the intrinsic value of Class A Common Stock is allegedly greater than
$9.50 per share in view of the Company's prospects for growth and profitability;
the $9.50 price per share includes an inadequate premium; and the $9.50 price
per share is designed to cap the market price of the Class A Common Stock before
the price can recover from an alleged temporary downturn in the market. Certain
of the complaints also allege that the proposed Merger is unfair because the
Ziegler family allegedly possesses proprietary corporate information concerning
the Company's future prospects and that the Ziegler family's ownership position
will preclude an effective "market check." The Lawsuits also generally seek,
among other things, a declaration that the Lawsuits may be maintained as class
actions; injunctive relief against the proposed Merger, or, if it is
consummated, recission thereof; compensatory and/or rescissory damages; and an
award of attorney's fees and expenses.
Item 7. Financial Statements and Exhibits.
(C) Exhibits
99.1 Press Release dated December 9, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
SWISHER INTERNATIONAL GROUP INC.
Dated: January 8, 1999 By: /s/William Ziegler, III
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William Ziegler, III
Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description Page
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99.1 Press Release dated December 9,1998
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EXHIBIT 99.1
Company Press Release
Swisher International Group Inc. (NYSE: SWR), the world's largest cigar company
as measured by units sold, announced that its Board of Directors approved today
a transaction that will take the Company private. Subject to the approval of (i)
the holders of a majority of its Class A Common Stock present at a shareholder's
meeting, and (ii) the holders of a majority of its Common Stock, the Company
will merge with its wholly-owned subsidiary, SIGI Acquisition Corporation.
Holders of all outstanding shares of the Company's Class A Common Stock will
receive $9.50 per share, representing a premium of approximately 39% over
today's closing price of $6.8125.
The Company's Board of Directors approved and adopted the merger agreement
following the recommendation of a Special Committee of independent directors.
PaineWebber Incorporated, which served as financial advisor to the Special
Committee, has issued an opinion to the Committee that the transaction is fair
to the Company's public shareholders from a financial point of view.
The Company expects to file a proxy with the Securities and Exchange Commission
on the proposed merger which the shareholders will vote upon in early 1999. The
Company was advised by Wasserstein Perella & Co., Inc.
Swisher International Group Inc. is the world's largest cigar company as
measured by units sold and is a significant manufacturer and marketer of
smokeless tobacco products. With executive offices located in Darien, CT and
operational headquarters located in Jacksonville, FL, Swisher International
Group Inc. markets products under brand names including SWISHER SWEETS, KING
EDWARD, BERING, SILVER CREEK and MAIL POUCH.
Except for historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risk and
uncertainties. For further information, please refer to the Company's annual
report section titled "Management's Discussion and Analysis" as well as the
Company's Forms 10-K and 10-Q.
Contact: 20 Thorndal Circle
Darien, CT 06820
Robert A. Britton (203) 656-8000 Ext. 208
Alfred J. Galgano (203) 656-8000 Ext. 213
