<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 1 TO
SCHEDULE 14D-l
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CURTICE-BURNS FOODS, INC.
_______________________________________________________________________
(Name of Subject Company)
PF ACQUISITION CORP.
PRO-FAC COOPERATIVE, INC.
_______________________________________________________________________
(Bidder)
CLASS A COMMON STOCK, PAR VALUE $.99 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $.99 PER SHARE
_______________________________________________________________________
(Title of Classes of Securities)
231382102
231382201
_______________________________________________________________________
(CUSIP Number of Classes of Securities)
ROY A. MYERS
PF ACQUISITION CORP.
PRO-FAC COOPERATIVE, INC.
90 LINDEN PLACE
P.O. BOX 682
ROCHESTER, NEW YORK 14603
(716) 383-1850
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
SCOTT F. SMITH, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
_______________________________________________________________________
OCTOBER 4, 1994
(Date Tender Offer First Published,
Sent or Given to Security Holders)
_______________________________________________________________________
Page 1 of __ Pages
Exhibit Index begins on Page 4
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Pro-Fac Cooperative, Inc., a New York cooperative corporation ('Pro-Fac'),
and its wholly owned subsidiary, PF Acquisition Corp., a New York corporation
(the 'Purchaser'), hereby amend and supplement their combined Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D, filed on October 4,
1994 (the 'Statement'), with respect to an offer to purchase all outstanding
shares of Class A Common Stock and Class B Common Stock, par value $.99 per
share, of Curtice-Burns Foods, Inc., a New York corporation, as set forth in
this Amendment No. 1. Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(c) The information set forth in Section 6 'Price Range of Shares;
Dividends' of the Supplement to the Offer to Purchase, dated October 24, 1994
(the 'Supplement'), a copy of which is attached hereto as Exhibit (a)(8), is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in (i) Section 9 'Source and Amount
of Funds' of the Supplement and (ii) the press release issued by Pro-Fac dated
October 24, 1994 (the 'Press Release'), a copy of which is attached hereto as
Exhibit (a)(9), is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(b) and (c) The information set forth in (i) Section 16 'Certain Legal
Matters; Regulatory Approvals' and (ii) the Press Release is incorporated herein
by reference.
(f) The information set forth in the Supplement is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Supplement to Offer to Purchase dated October 24, 1994.
(a)(9) Text of press release issued by Pro-Fac dated October 24, 1994.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 1994
PF ACQUISITION CORP.
By /s/ Roy A. Myers
----------------------------------------------
Name: Roy A. Myers
Title: President; Vice President and Treasurer
PRO-FAC COOPERATIVE, INC.
By/s/ Roy A. Myers
----------------------------------------------
Name: Roy A. Myers
Title: General Manager
3
<PAGE> EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Name
- ------ ------------
<S> <C>
(a)(8) Supplement to Offer to Purchase dated October 24, 1994.
(a)(9) Text of press release issued by Pro-Fac dated October 24, 1994.
</TABLE>
4
Exhibit (a)(8)
Supplement To
Offer to Purchase for Cash
All Outstanding Class A and Class B Shares of Common Stock
of
CURTICE-BURNS FOODS, INC.
at
$19 NET PER SHARE
by
PF ACQUISITION CORP.
a wholly owned subsidiary of
PRO-FAC COOPERATIVE, INC.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, NOVEMBER 2, 1994, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED BY THE EXPIRATION DATE AND NOT WITHDRAWN THAT NUMBER OF SHARES OF
CURTICE-BURNS FOODS, INC. (THE 'COMPANY') WHICH WOULD REPRESENT AT LEAST 90% OF
EACH OF THE CLASS A COMMON STOCK AND CLASS B COMMON STOCK OF THE COMPANY
OUTSTANDING AT THE EXPIRATION DATE AND (ii) PRO-FAC COOPERATIVE, INC. OR
PF ACQUISITION CORP. (THE 'PURCHASER') HAVING OBTAINED FINANCING SUFFICIENT
TO ALLOW THE PURCHASER TO CONSUMMATE THE OFFER AND THE SUBSEQUENT MERGER. THE
OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER
TO PURCHASE.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT,
THE OFFER AND THE MERGER AND THE STOCKHOLDER AGREEMENT, DETERMINED THAT
THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF,
THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY, RECOMMENDED THAT THE
STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES OF
CLASS A COMMON STOCK AND CLASS B COMMON STOCK (COLLECTIVELY, THE 'SHARES')
AND APPROVED THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE
STOCKHOLDER AGREEMENT.
__________________________
IMPORTANT
Except as set forth in this Supplement, the Purchaser's Offer continues to
be governed by the terms and conditions set forth in its Offer to Purchase dated
October 4, 1994, and the related Letter of Transmittal. Accordingly, this
Supplement should be read carefully in conjunction with such Offer to Purchase,
which has been previously mailed to stockholders, and the related Letter of
Transmittal. Any stockholder desiring to tender Shares should read carefully the
procedures for tendering set out in the Offer to Purchase and the related Letter
of Transmittal.
Questions and requests for assistance or additional copies of this
Supplement, the Offer to Purchase and the Letter of Transmittal may be directed
to the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of this Offer to Purchase.
_________________________
THE DEALER MANAGER FOR THE OFFER IS:
DILLON, READ & CO. INC.
October 24, 1994
<PAGE>
To the Holders of Class A
and Class B Common Stock of
CURTICE-BURNS FOODS, INC.:
This Supplement amends and supplements the Offer to Purchase dated October
4, 1994 (the 'Offer to Purchase') of PF Acquisition Corp., a New York
corporation (the 'Purchaser') and a wholly owned subsidiary of Pro-Fac
Cooperative, Inc., a New York cooperative corporation ('Pro-Fac'), pursuant to
which the Purchaser is offering to purchase all outstanding shares of Class A
Common Stock and Class B Common Stock, $.99 par value per share
(collectively, the 'Shares'), of Curtice-Burns Foods, Inc., a New York
corporation (the 'Company'), at $19 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase, as
supplemented by this Supplement, and in the related Letter of Transmittal
(which, together with any amendments or supplements hereto or thereto,
collectively constitute the 'Offer').
Procedures for tendering Shares are set forth under 'Procedure for
Tendering Shares' in Section 3 of the Offer to Purchase. Stockholders who have
already tendered their Shares and who, after considering this Supplement, do not
wish to withdraw their Shares need not take any further action.
Except as set forth in this Supplement, the Offer continues to be governed
by the terms and conditions set forth in the Offer to Purchase and the related
Letter of Transmittal, and the information contained in such documents continues
to be important to each Stockholder's decision with respect to the Offer.
Accordingly, this Supplement should be read in conjunction with the Offer to
Purchase and the related Letter of Transmittal, copies of which may be obtained
at the Purchaser's expense in the manner set forth on the back cover of this
Supplement. Terms not defined in this Supplement have the meanings set forth in
the Offer to Purchase. References in this Supplement to Sections to the Offer to
Purchase should be understood to refer to such Sections as they may be amended
by this Supplement.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MERGER AGREEMENT (AS
HEREINAFTER DEFINED), THE OFFER AND THE MERGER (AS HEREINAFTER DEFINED) AND THE
STOCKHOLDER AGREEMENT, DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE
FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND THE STOCKHOLDERS,
RECOMMENDED THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES AND
APPROVED THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE
STOCKHOLDER AGREEMENT.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION HAS DELIVERED TO THE
COMPANY'S BOARD OF DIRECTORS ITS WRITTEN OPINION THAT, BASED UPON AND SUBJECT TO
CERTAIN CONSIDERATIONS AND ASSUMPTIONS, AS OF SEPTEMBER 27, 1994, THE
CONSIDERATION TO BE RECEIVED BY HOLDERS OF SHARES OF CLASS A COMMON STOCK
PURSUANT TO THE OFFER AND THE MERGER IS FAIR TO SUCH HOLDERS FROM A FINANCIAL
POINT OF VIEW. GOLDMAN, SACHS & CO. HAS DELIVERED TO THE COMPANY'S BOARD OF
DIRECTORS ITS WRITTEN OPINION THAT, BASED UPON AND SUBJECT TO CERTAIN
CONSIDERATIONS AND ASSUMPTIONS, AS OF SEPTEMBER 27, 1994, THE $19 PER SHARE OF
CLASS B COMMON STOCK IN CASH TO BE RECEIVED BY THE HOLDERS OF SHARES OF CLASS B
COMMON STOCK IN THE OFFER AND THE MERGER IS FAIR TO SUCH HOLDERS.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 2, 1994
(THE 'EXPIRATION DATE') AND NOT WITHDRAWN THAT NUMBER OF SHARES WHICH WOULD
REPRESENT AT LEAST 90% OF EACH OF THE
<PAGE>
CLASS A COMMON STOCK AND CLASS B COMMON STOCK OF THE COMPANY OUTSTANDING
AT THE EXPIRATION DATE (THE 'MINIMUM CONDITION') AND (II) PRO-FAC OR THE
PURCHASER HAVING OBTAINED FINANCING SUFFICIENT TO ALLOW THE PURCHASER TO
CONSUMMATE THE OFFER AND THE MERGER.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 27, 1994 (the 'Merger Agreement'), among the Company, Pro-Fac
and the Purchaser. The Merger Agreement provides, among other things, that,
subject to the satisfaction or waiver of certain conditions, the Company,
Pro-Fac and the Purchaser will take all necessary and appropriate action to
cause the Purchaser to be merged into the Company (the 'Merger'), with
the Company continuing as the surviving corporation, simultaneously with or as
soon as practicable after the acceptance of Shares pursuant to the Offer.
Pursuant to the Merger Agreement, at the effective time of the Merger, each
outstanding Share (other than Shares owned, directly or indirectly, by Pro-Fac
or its subsidiaries or held by the Company or its subsidiaries (which shall be
canceled) or by Stockholders exercising appraisal rights provided in
connection with the Merger) will be converted into the right to receive $19
in cash, without interest. If the Minimum Condition is satisfied and the
Purchaser accepts for payment Shares pursuant to the Offer, the 'short-form'
merger provisions of the New York Business Corporation Law would permit the
Merger to occur without a meeting or a vote of the Stockholders. Assuming
satisfaction of the Minimum Condition, the Purchaser intends to complete the
Merger immediately after the acceptance for payment of Shares pursuant to the
Offer. See Section 11 of the Offer to Purchase.
THE FOLLOWING INFORMATION, UNDER THE HEADINGS INDICATED, AMENDS AND
SUPPLEMENTS THE INFORMATION SET FORTH IN THE OFFER TO PURCHASE. THE INFORMATION
SET FORTH BELOW SHOULD BE READ CAREFULLY IN CONJUNCTION WITH THE OFFER TO
PURCHASE.
1. TERMS OF THE OFFER.
This Section is amended by adding to the second paragraph under this
heading at the end of the first sentence thereof:
The waiting period under the HSR Act expired on October 19, 1994.
6. PRICE RANGE OF SHARES; DIVIDENDS.
This Section is amended by adding the following at the end of the second
paragraph thereof:
The high and low sales prices per Share of the Class A Common Stock on the
AMEX Composite Tape, as reported in published financial sources, for the
period from October 3, 1994 to October 21, 1994 were $18-7/8 and $18-3/4,
respectively. On October 21, 1994, the last full day of trading prior to
the date of this Supplement, the reported closing sales price per share of
Class A Common Stock on the AMEX Composite Tape was $18-7/8.
9. SOURCE AND AMOUNT OF FUNDS.
This Section is amended to read in its entirety as follows:
The total amount of funds required by the Purchaser to purchase all Shares
(including the In-the-Money Option Shares) pursuant to the Offer and the Merger,
to refinance or repay
2
<PAGE>
existing indebtedness (other than seasonal debt) and certain other
obligations and to pay related fees and expenses is estimated to be
approximately $471 million. Of that amount, approximately $167 million will be
for the purchase of the Shares, approximately $289 million will be for the
repayment of indebtedness and other obligations and approximately $15 million
will be for the payment of fees and expenses. The Purchaser and Pro-Fac will
fund such amount through a senior bank loan of up to $200 million, senior
subordinated notes of up to $160 million and the balance in Pro-Fac equity.
Bank Facility. The Purchaser and Pro-Fac have received a commitment letter
from the Bank, pursuant to which the Bank has committed, subject to certain
conditions, to provide loans of up to $200 million to finance the purchase of
Shares pursuant to the Offer and the Merger and other related costs (the
'Acquisition Facility'). The Bank also has agreed, subject to the terms and
conditions set out in the commitment letter, to provide the Surviving
Corporation with seasonal financing of up to $86 million and a $10 million
letter of credit facility for other financing needs. The Acquisition Facility
and the seasonal and letter of credit facilities are collectively referred to
herein as the 'Bank Facility.'
The closing under the Bank Facility will occur substantially simultaneously
with the acceptance for payment of Shares and the consummation of the Merger. On
completion of the Merger, the obligations of the Purchaser under the Bank
Facility will become obligations of the Surviving Corporation.
All obligations under the Bank Facility will be guaranteed by Pro-Fac and
by subsidiaries of the Surviving Corporation. Borrowings under the Bank Facility
will be secured by all of the assets of the Surviving Corporation and each
guarantor.
Borrowings of $80 million under the term portion of the Acquisition
Facility will be payable in 20 equal, consecutive semi-annual installments,
beginning in 1995. The Acquisition Facility also provides for additional term
loans of up to $120 million, which will be payable during the first five years
of the facility in annual installments on September 1 of each year, in an amount
equal to the Surviving Corporation's excess cash flow for the preceding fiscal
year, with the balance payable in 10 equal, consecutive, semi-annual
installments thereafter.
It is anticipated that $80 million will be drawn under the term portion of
the Acquisition Facility and approximately $98 million will be drawn from the
remaining portion of the Acquisition Facility to finance the Offer and the
Merger and to pay related fees and expenses. The balance of the Acquisition
Facility will be available for the Surviving Corporation's working capital
needs.
Borrowings under the seasonal loan portion of the Bank Facility are payable
at the expiration of that portion of the facility, which currently is
anticipated to be approximately 18 months after the closing date of the Bank
Facility. The Bank has undertaken, on a best efforts basis, to extend the
seasonal loan portion of the Bank Facility to a three-year term. On the closing
date, approximately $80 million will be drawn under the seasonal line of credit
to repay existing seasonal debt due from Pro-Fac to the Bank and from the
Company to a syndicate of commercial lenders led by The Chase Manhattan Bank,
N.A.
3
<PAGE>
It is anticipated that the Bank Facility will provide for interest rates
on the Acquisition Facility, at the Purchaser's (or, after the Merger, the
Surviving Corporation's) option, equal to (i) the relevant London interbank
offered rate plus 2.6%, (ii) the relevant prime rate plus .50% or (iii) the
relevant U.S. Treasury Rate plus 3.0%. Pro-Fac and the Purchaser anticipate that
interest rates on amounts outstanding under the seasonal portion of the Bank
Facility will, at the Purchaser's (or, after the Merger, the Surviving
Corporation's) option, equal (x) the relevant London interbank offered rate plus
1.75%, (y) the relevant prime rate minus .25% or (z) the relevant U.S. Treasury
Rate plus 2.0%. Initially the Bank will extend to a portion of the Acquisition
Facility certain fixed rates in effect with respect to existing indebtedness
owed to the Bank. The weighted average rate of interest applicable to that
portion of the Acquisition Facility is estimated to equal approximately 8.3% per
annum for the period from closing through May 1, 1995.
The commitment of the Bank is subject to the negotiation and execution of
mutually acceptable loan documentation. In addition, it is anticipated that the
obligations of the Bank to make the loans under the Acquisition Facility will be
conditioned upon, among other things, (i) the satisfaction of the conditions
precedent for the consummation of the purchase of the Shares and the Merger,
(ii) Pro-Fac demonstrating that, upon completion of the Merger, it will meet
certain debt-to-equity, net worth, working capital and projected cash flow
requirements, (iii) the absence of any injunction or other order preventing the
consummation of the Merger, and the absence of any proceeding reasonably likely
to be successful seeking to enjoin the consummation of the Merger, (iv) the
absence of any default under the definitive documentation for the Bank Facility
and the accuracy in all material respects of the representations contained in
that documentation, (v) the terms of the senior subordinated notes being
substantially as previously presented to the Bank, (vi) the absence of changes
to Pro-Fac's proposal for operating the Surviving Corporation, as previously
presented to the Bank and (vii) the absence of any material adverse change in
the business, assets, operations, properties, financial condition, contingent
liabilities, prospects or material agreements of Pro- Fac or the Company taken
as a whole since June 25, 1994.
It is anticipated that the Acquisition Facility will contain
representations, warranties, covenants and events of default customary to credit
facilities of this nature.
As part of its traditional lending arrangements with the Bank, which is a
cooperative, Pro-Fac makes investments in the Bank. Pro-Fac makes these
investments through (i) a capital purchase obligation equal to a percentage (set
annually based on the Bank's capital needs) of its interest paid to the Bank and
(ii) a patronage rebate on interest paid by Pro-Fac to the Bank based on the
Bank's earnings, which is paid in part in the form of capital certificates. The
investments in the Bank are capital certificates that are redeemed by the Bank,
currently beginning six years after issuance in four quarterly installments. As
of June 25, 1994, the amount of Pro-Fac's investment in the Bank was
approximately $21 million. In connection with the Merger, Pro-Fac will
contribute its investment in the Bank to the capital of the Purchaser.
Notes. Pro-Fac currently anticipates raising approximately $160 million
from the issuance by the Purchaser, substantially simultaneously with the
acceptance of Shares and the consummation of the Merger, of senior subordinated
notes (the 'Notes'). Upon completion of the Merger, the obligations of the
Purchaser under the Notes will become obligations of
4
<PAGE>
the Surviving Corporation. Dillon Read has delivered to the Purchaser a
letter (the 'Highly Confident Letter') dated September 27, 1994 to the effect
that, subject to the terms and conditions set forth in such letter, based on
current market conditions it is highly confident of its ability to sell or place
the Notes in connection with the Offer.
The Purchaser is offering the Notes only to institutional accredited
investors and has been informed by Dillon Read that, based on current market
conditions, the Notes are currently expected to bear interest at an annual rate
of approximately 12-1/4%. It is anticipated that an additional payment of 0.5%
per annum will be due to the holders of the Notes until the consummation of an
exchange offer by the Surviving Corporation of securities registered under the
Securities Act of 1933, as amended (the 'Securities Act') and containing terms
substantially identical to those of the Notes. It is anticipated that the Notes
will require the payment of liquidated damages to the noteholders if securities
containing terms substantially identical to the terms of the Notes are not
registered within certain time periods.
It is expected that the Notes will mature on February 1, 2005 and will be
redeemable at the Surviving Corporation's option after February 1, 2000 at a
price beginning at 104.594% of the principal amount of the Notes being redeemed
and declining to 100% of such principal amount from and after February 1, 2003,
together with accrued interest. In addition, Pro-Fac anticipates that the Notes
will provide that, at any time on or prior to February 1, 1998, the Surviving
Corporation may redeem up to $56 million in aggregate principal amount of Notes
(so long as at least $104 million in principal amount remains outstanding after
giving effect to such redemption), at a redemption price of 110% of the
principal amount of the Notes being redeemed together with interest accrued,
with the proceeds of certain issuances of capital stock or asset sales. In
addition, it is expected that upon a change of control of the Surviving
Corporation, holders of Notes will have the right to require the Surviving
Corporation to repurchase their Notes at a price of 101% of the principal amount
of such Notes, together with accrued interest, plus the payment of certain other
charges. It is anticipated that the Surviving Corporation will be required,
following certain asset sales, to offer to purchase Notes at par plus accrued
interest plus certain other amounts.
Payments of principal of and interest on the Notes will be unsecured and
subordinated to any payment due under the Bank Facility or any other
indebtedness senior to the Notes. Pro-Fac and subsidiaries of the Surviving
Corporation will guarantee (on an unsecured and senior subordinated basis)
payments of principal of and interest on the Notes.
The Notes will be sold in a transaction exempt from registration under the
Securities Act.
Pro-Fac anticipates that the terms of the Notes will include covenants
(including with respect to such matters as the incurrence of additional
indebtedness, the payment of dividends, the incurrence of liens, transactions
with affiliates, sale and leaseback transactions and mergers, consolidations and
sales of assets) and events of default customary to senior subordinated notes
issued by companies possessing credit characteristics similar to those of the
Surviving Corporation.
5
<PAGE>
It is anticipated that borrowings under the Bank Facility and obligations
under the Notes will be refinanced or repaid from funds generated internally by
the Surviving Corporation or other sources, which may include the proceeds of
the sale of debt or equity securities or the sale of assets. No decision has
been made concerning this matter, and decisions will be made based on the
Surviving Corporation's and Pro-Fac's review from time to time of the
advisability of selling particular securities or assets as well as on interest
rates and other economic conditions.
Copies of the Bank's commitment letter and the Highly Confident Letter are
filed as exhibits to the Purchaser's Schedule 14D-1. Reference is made to the
Bank's commitment letter for a more complete description of the proposed terms
and conditions of the Bank Facility.
15. CERTAIN CONDITIONS OF THE OFFER.
This Section is amended by adding to the second paragraph under this
heading at the end of the first sentence thereof the following:
The waiting period under the HSR Act expired on October 19, 1994.
16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The subsection entitled 'Antitrust' in this Section is amended to read in
its entirety as follows:
Antitrust. Under the HSR Act and the rules that have been promulgated
thereunder by the Federal Trade Commission (the 'FTC'), certain acquisition
transactions may not be consummated unless certain information has been
furnished to the Antitrust Division of the Department of Justice (the 'Antitrust
Division') and the FTC and certain waiting period requirements have been
satisfied. The purchase of Shares pursuant to the Offer is subject to such
requirements.
The Purchaser filed a Notification and Report Form with respect to the
Offer with the Antitrust Division and the FTC on October 4, 1994. The waiting
period applicable to the purchase of the Shares expired on October 19, 1994.
The Merger would not require an additional filing under the HSR Act if the
Purchaser owns 50% or more of the outstanding Shares at the time of the Merger
or if the Merger occurs within one year after October 19, 1994.
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the acquisition of Shares by the
Purchaser pursuant to the Offer. At any time before or after the consummation of
any such transactions, the Antitrust Division or the FTC could take such action
under the antitrust laws as they deem necessary or desirable in the public
interest, including seeking to enjoin the purchase of Shares pursuant to the
Offer or seeking divestiture of the Shares so acquired or divestiture of
substantial assets of the Purchaser or the Company. Private parties (including
individual States) may also bring legal actions under the antitrust laws. Based
on an examination of
6
<PAGE>
publicly available information relating to and its knowledge of the
business in which the Company is engaged, the Purchaser does not believe that
the consummation of the Offer or the Merger will result in a violation of any
applicable antitrust laws. However, there can be no assurance that a challenge
to the Offer on antitrust grounds will not be made, or if such a challenge is
made, what the result will be. See Section 15 for certain conditions to the
Offer, including conditions with respect to litigation and certain governmental
actions.
EXCEPT AS AMENDED AND SUPPLEMENTED BY THIS SUPPLEMENT, ALL
PROVISIONS OF THE OFFER REMAIN IN FULL FORCE AND EFFECT.
PF ACQUISITION CORP.
7
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter of
Transmittal and certificates for Shares and any other required documents should
be sent to the Depositary at one of the addresses set forth below:
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
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<S> <C> <C>
By Mail: By Facsimile By Hand or Overnight Delivery:
P.O. Box 84 Transmission (for One State Street
Bowling Green Station eligible financial New York, New York 10004
New York, New York 10274-0084 institutions only): Attn: Securities Processing
Attn: Reorganization Operations (212) 858-2611 Window, Subcellar One
Department
To Confirm Facsimile
Transmissions Call:
(212) 858-2103
(call collect)
</TABLE>
Questions or requests for assistance or additional copies of this
Supplement, the Offer to Purchase and the Letter of Transmittal may be directed
to the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth below. Stockholders may also contact their broker,
dealer, commercial bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, New York 10004
(800) 755-5001
The Dealer Manager for the Offer is:
DILLON, READ & CO. INC.
535 Madison Avenue
New York, New York 10022
(212) 906-7527
(call collect)
Exhibit (a)(9)
For: Pro-Fac Cooperative, Inc. Contact: Roy A. Myers
716-264-3155
HART-SCOTT-RODINO WAITING PERIOD EXPIRES
FOR PRO-FAC'S ACQUISITION OFFER FOR CURTICE BURNS
PRO-FAC'S FINANCING MOVES FORWARD
ROCHESTER, N.Y., October 24, 1994 - Pro-Fac Cooperative, Inc. announced
today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act applicable to its tender offer for Curtice Burns Foods, Inc. (AMEX: CBI)
expired at 11:59 p.m., October 19, 1994. Pro-Fac also announced that its
financing plans continued to advance.
Pro-Fac is in the process of completing its financing arrangements with the
Springfield Bank for Cooperatives and from the issuance of approximately $160
million of senior subordinated notes. The notes are currently expected to bear
interest at an annual rate of approximately 12-1/4%. Pro-Fac expects to complete
the financing and consummate the offer on or about November 3, 1994.
'We are pleased that our efforts are progressing and are very encouraged by
the interest investors are showing in Pro-Fac,' said Roy A. Myers, General
Manager of Pro-Fac.
On October 4, 1994, Pro-Fac Cooperative commenced an all cash tender offer
for all outstanding shares of Curtice Burns Class A and Class B common stock for
$19 per share. The offer is scheduled to expire at 12:00 midnight, New York City
time, on Wednesday, November 2, 1994, unless it is otherwise extended pursuant
to the merger agreement.
Curtice Burns Foods processes and markets 21 product lines of regional
branded, private label, and food service products through seven autonomously
managed divisions located throughout the United States and Western Canada.
<PAGE>
Pro-Fac is an agricultural marketing cooperative with more than 700 members
throughout New York, Pennsylvania, Georgia, the Midwest and Northwest. Pro-Fac
and Curtice Burns have cooperated for more than 30 years in the growing,
supplying, processing and distribution of a wide variety of fruits and
vegetables.
