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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO RULE 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 1)
MORRISON RESTAURANTS INC.
(Name of Subject Company)
PICCADILLY CAFETERIAS, INC.
PICCADILLY ACQUISITION CORPORATION
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
618478 10 1
(CUSIP Number of Class of Securities)
RONALD A. LABORDE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PICCADILLY CAFETERIAS, INC.
3232 SHERWOOD FOREST BLVD.
BATON ROUGE, LOUISIANA 70816
TELEPHONE: (504) 293-9440
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies to:
CURTIS R. HEARN
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE L.L.P.
201 ST. CHARLES AVENUE, SUITE 5100
NEW ORLEANS, LA 70170
TELEPHONE: (504) 582-8000
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
relates to the offer by Piccadilly Acquisition Corporation, a Georgia
corporation (the "Purchaser"), to purchase all of the outstanding shares of
Common Stock, par value $0.01 per share (the "Shares"), of Morrison Restaurants
Inc., a Georgia corporation (the "Company"), including the associated preferred
stock purchase rights (the "Rights") issued pursuant to the Rights Agreement,
dated as of March 2, 1996 (as amended, the "Rights Agreement"), between the
Company and SunTrust Bank, N.A., as rights agent, at a purchase price of $5.00
per Share (and associated Right), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 29, 1998 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with the Offer to Purchase, constitute
the "Offer"), copies of which were attached as Exhibit (a)(1) and (a)(2),
respectively, to the Schedule 14D-1 filed with the Securities and Exchange
Commission (the "Commission") on April 29, 1998 (the "Schedule 14D-1"). The
Purchaser is a wholly owned subsidiary of Piccadilly Cafeterias, Inc., a
Louisiana corporation (the "Parent"). The purpose of this Amendment No. 1 is to
amend and supplement Items 10 and 11 of the Schedule 14D-1 as described below.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the following:
(a) The fourth sentence of the second paragraph of the subsection
entitled "Certain Projections" of Section 7, "Certain Information
Concerning the Company" is hereby amended and restated in its entirety as
follows:
"Neither the Parent nor its directors or financial advisors accept any
responsibility for such projections or the bases or assumptions on which
they were prepared."
(b) The last sentence of the third paragraph of the subsection
entitled "Certain Projections" of Section 7, "Certain Information
Concerning the Company" is hereby amended and restated in its entirety as
follows:
"None of the Parent, Purchaser or any of their financial advisors has
made, or makes, any representation to any person regarding the information
contained in the projections and none of them intends to update or publicly
revise the projections to reflect circumstances existing or occurring after
the date when made or to reflect the occurrence of future events even if
any or all of the assumptions underlying the projections prove to be in
error."
(c) The first numbered clause under the fourth paragraph of the
subsection entitled "Certain Projections" of Section 7, "Certain
Information Concerning the Company" is hereby amended and restated in its
entirety as follows:
"(i) improvements in customer count trends, with Scenario A assuming a
faster rate of improvement than Scenario B (Scenario A assumes that
customer counts will decline 6%, 2.5% and remain flat for the remaining
seven months of fiscal 1998, fiscal 1999 and fiscal 2000, respectively, and
Scenario B assumes declines of 7.5%, 4% and 2.5% for those same periods,
respectively);"
(d) The last sentence of the only paragraph under the subsection
entitled "The Merger Agreement; The Offer" of Section 11, "The Merger
Agreement" is hereby amended and restated in its entirety as follows:
"The Merger Agreement further provides that the Purchaser may, at any
time, transfer or assign to one or more corporations directly or indirectly
wholly-owned by the Parent the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or assignment
will not relieve Purchaser of its obligations with respect to the Offer or
prejudice the rights of tendering stockholders to receive payments for
Shares validly tendered and accepted for payment in the Offer."
(e) Clause (b) of Section 15, "Certain Conditions of the Offer" is
hereby amended and restated in its entirety as follows:
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"(b) at any time before the Expiration Date any of the following
events shall occur."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following additional
exhibits:
(a)(10) Form of Notice to holders of stock options.
(a)(11) Form of Notice to participants in Morrison's Management Stock
Option Program.
(a)(12) Press Release issued by the Parent on May 21, 1998.
(c)(3) Letter Agreement dated as of May 18, 1998 by and between Piccadilly
Cafeterias, Inc. and Morrison Restaurants Inc.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Amendment No. 1 is true, complete and correct.
PICCADILLY CAFETERIAS, INC.
By: /s/ RONALD A. LABORDE
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Ronald A. LaBorde
President and Chief Executive
Officer
PICCADILLY ACQUISITION CORPORATION
By: /s/ RONALD A. LABORDE
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Ronald A. LaBorde
President
Dated: May 22, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- -------- ----------- ----
<C> <S> <C>
11(a)(10) -- Form of Notice to holders of stock options...............
11(a)(11) -- Form of Notice to participants in Morrison's Management
Stock Option Program.....................................
11(a)(12) -- Press Release issued by the Parent on May 21, 1998.......
11(c)(3) -- Letter Agreement dated as of May 18, 1998 by and between
Piccadilly Cafeterias, Inc. and Morrison Restaurants
Inc......................................................
</TABLE>
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Exhibit 11(a)(10)
M E M O R A N D U M
TO: All Holders of Options to Purchase Shares of
Common Stock of Morrison Restaurants Inc.
FROM:
DATE: May __, 1998
RE: Effect of Tender Offer by Piccadilly Cafeterias, Inc. on Stock Options
- --------------------------------------------------------------------------------
Under the terms of the Agreement and Plan of Merger between Morrison
Restaurants Inc. and Piccadilly Cafeterias, Inc., you are entitled to receive in
cash, in cancellation and settlement of all of your options, a cash payment for
each option, whether or not vested, equal to the product of the number of shares
subject to the option multiplied by the excess, if any, of $5.00 over the per
share exercise price of the option. No payment will be made with respect to
options with an exercise price of $5.00 or more.
In order to receive any cash payment to which you may be entitled, we ask
that you sign and date the attached copy of this memorandum and return it by fax
or mail to __________ __________ by May 26,1998.
If you have any questions regarding your options, please call __________
__________ at ________________ .
TO BE EXECUTED BY EACH OPTIONEE
I understand and agree that all of my options to purchase shares of common
stock of Morrison will be cancelled upon the closing of the Piccadilly tender
offer. Please send me a check for the value, if any, of all of my options to
purchase common stock of Morrison, calculated as described in this memorandum.
Date: ---------------------------------
--------------------- Signature
---------------------------------
Print Name
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Exhibit 11(a)(11)
MORRISON RESTAURANTS INC.
3300 HIGHLANDS PARKWAY
SUITE 130
ATLANTA, GEORGIA 30082
PICCADILLY CAFETERIAS, INC.
3232 SHERWOOD FOREST BLVD.
BATON ROUGE, LA 70817
May , 1998
[Addressee]
Dear ________:
We are pleased to inform you that, subject only to satisfaction of the
two conditions set forth in the next to the last paragraph of this letter,
Piccadilly Cafeterias, Inc. has agreed to pay to you the cash amount set forth
on Appendix A to this letter. This cash payment will be in lieu of the issuance
of shares of Morrison Common Stock and related non-qualified stock options
(collectively, the "Equity") to you under Morrison's Management Stock Option
Program that were related to the fiscal quarter ended February 28, 1998 and for
which you had made an election on or before April 30, 1998. The amount on
Appendix A reflects the sum of the following:
(i) for each of the shares of Morrison Common Stock that you had the
right to acquire for $2.8125, the difference between the $5.00 tender offer
price and $2.8125 (the amount you paid for the shares will be returned to you by
Morrison Restaurants);
(ii) for each of the additional 15% of the shares of Morrison Common
Stock that would have been granted at no additional cost to you, the tender
offer price of $5.00; and
(iii) for each share subject to an option that would have been granted
to you, the difference between the $5.00 tender offer price and the $2.8125 per
share exercise price.
In view of your past substantial contribution to Morrison Restaurants
and given your importance to the future success of Piccadilly, Piccadilly
believed that payment of the foregoing amounts was appropriate and in the best
interest of Piccadilly and you.
The cash payment will be made to you if (i) Piccadilly closes its
previously announced public tender offer for the outstanding shares of Morrison
Common Stock, and (ii) you execute the consent
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below, and return an executed copy of this letter in the enclosed,
self-addressed envelope. Piccadilly currently expects to close the tender near
the end of May, so your prompt return of this form will help avoid any delay in
your receipt of the payment.
Once again, many thanks for your years of loyal service to Morrison
Restaurants.
Best Regards,
Ronnie L. Tatum
Chief Executive Officer of
Morrison Restaurants Inc.
Ronald A. Laborde
President and Chief Executive Officer of
Piccadilly Cafeterias, Inc.
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CONSENT
The undersigned, who is the addressee of this letter, hereby agrees to
accept the cash payment referenced in the foregoing letter in lieu and
satisfaction of the Equity that the undersigned would otherwise receive.
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Appendix A
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Exhibit 11(a)(12)
PRESS RELEASE
Contacts: PICCADILLY CAFETERIAS, INC. MORRISON RESTAURANTS INC.
J. Fred Johnson Craig D. Nelson
Chief Financial Officer Senior Vice President of Finance
(504) 293-9440 (770) 308-3700
EARLY TERMINATION GRANTED UNDER HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT FOR PICCADILLY CAFETERIAS, INC.'S
ACQUISITION OF MORRISON RESTAURANTS INC.
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BATON ROUGE, La. and ATLANTA, Ga. (May 21, 1998) - Piccadilly Cafeterias, Inc.
(NYSE:PIC) ("Piccadilly") and Morrison Restaurants Inc. (NYSE:MRN) ("Morrison")
today jointly announced that each had received notice that early termination of
the required waiting period for Piccadilly's proposed acquisition of Morrison
has been granted under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
thus satisfying one of the conditions to the closing of Piccadilly's cash tender
offer for outstanding shares of Morrison. Under the tender offer, Piccadilly has
offered to acquire all of the outstanding shares of Morrison for $5.00 per
share. Morrison currently has approximately 9.2 million shares outstanding.
Piccadilly commenced its cash tender offer on April 29, 1998. The cash
tender offer remains subject to receipt by Piccadilly of at least 66-2/3% of the
shares of Morrison and certain other customary conditions. Assuming all of such
conditions are met, shares tendered and not withdrawn will be accepted for
payment by Piccadilly following expiration of the tender offer period at
midnight on Wednesday, May 27, 1998. It is expected that the merger transaction
which will follow the tender offer will be completed within 60 days.
Morrison currently operates 142 restaurants in 13 southeastern and
mid-Atlantic states. For the nine months ended February 28, 1998, Morrison
reported sales of $179.7 million and a net loss of $2.9 million, or $0.32 per
diluted share. For the nine months ended March 31, 1998, Piccadilly reported
sales of $234.8 million and net income of $7.5 million, or $0.71 per diluted
share. On an annualized basis the combined companies are expected to produce
sales in excess of $500 million.
Piccadilly operates 131 cafeterias in 15 states, four Piccadilly
Express in Associated Grocer supermarkets, and seven Ralph & Kacoo's seafood
restaurants in three states. All units are Company-owned.
Forward-looking statements regarding management's present plans or
expectations for new unit openings and operating results may differ materially
from actual results. These plans and expectations involve risks and
uncertainties relative to certain factors including return expectation,
allocation of resources, changing economic or competitive conditions,
advertising effectiveness, the ability to achieve cost reductions, and the
ability to offset inflationary pressures through increases in selling prices,
among others, any of which may result in material differences.
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Exhibit 11(c)(3)
May 18, 1998
Morrison Restaurants Inc.
3300 Highlands Parkway
Suite 130
Atlanta, Georgia 30082
Attention: Chairman
Gentlemen:
Reference is made to the Plan and Agreement of Merger dated the 22nd of
April 1998, (the "Agreement") by and between Piccadilly Cafeterias, Inc.
("Piccadilly") and Morrison Restaurants Inc. ("Morrison"). Section 2.1(d) of the
Agreement provides that a holder of an option to acquire shares of Morrison
Common Stock that was outstanding as of the date of the Agreement (to the extent
such option had been granted under plans or agreements set forth in Exhibit
2.7(d) of the Disclosure Schedule) is entitled to receive, in cancellation and
settlement thereof, an amount equal to the product of (i) the number of shares
covered by such option, and (ii) the excess of $5.00 (the "Tender Price") over
the exercise price of the option. Section 2.1(d) further provides that the
foregoing payment is to be made no later than the date payment is made for
shares tendered by Morrison shareholders pursuant to the tender offer
contemplated by the Agreement (the "Acceptance Date").
Subsequent to the execution of the Agreement, Piccadilly was advised by
Morrison that the Agreement and the accompanying Disclosure Schedule prepared by
Morrison did not quantify the potential issuance, following the date of the
Agreement, of shares of Morrison Common Stock, as well as options to acquire
additional shares of Morrison Common Stock, under Morrison's Management Stock
Option Program (the "Program"). Under the terms of the Program, certain eligible
employees were afforded the opportunity to accumulate an equity position in
Morrison on a fiscal quarterly basis.
By letter dated March 23, 1998, Morrison notified 61 employees (the
"Notified Employees") that they had the right, based on the achievement of
specified performance goals for the fiscal quarter ended February 28, 1998, to
purchase (the "Purchase Right") either $3,000 or $8,000 in value of newly issued
shares of Morrison's common stock (the "Base Shares") at the price of $2.8125
per share, which was the per share closing sales price of Morrison Common Stock
on the last day of such fiscal quarter (such price being referred to herein as
the "Purchase Price"). The Purchase Right was exercisable by each of the
Notified Eligible Employees until April 30, 1998, and, if exercised, a Notified
Employee would receive, in addition to the Base Shares, (i) additional shares of
Morrison Common Stock equal to 15% of the number of shares purchased upon
exercise of the Purchase Right
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Morrison Restaurants Inc.
May 18, 1998
Page 2
(the "Bonus Shares"), and (ii) options to acquire a number of shares of Morrison
Common Stock (the "Option Shares") equal to the product of (A) 3 and (B) the sum
of the Base Shares and Bonus Shares, such options being exercisable for the
Purchase Price.
Morrison has represented to Piccadilly that 18 of the Notified
Employees (the "Electing Employees") have taken the necessary actions to
exercise the Purchase Right and that such Electing Employees have the right to
receive 21,791 Base Shares, 3,269 Bonus Shares, and options to acquire 75,180
shares of Morrison Common Stock. Morrison has further represented to Piccadilly
that no other employee participant in the Program has taken the actions
necessary to exercise the Purchase Right.
Morrison and Piccadilly agree that in lieu of the issuance of the Base
Shares, Bonus Shares and options for the Option Shares, it is more expeditious,
and consistent with the treatment of other outstanding options to acquire shares
of Morrison Common Stock, to arrange for a cash payment in satisfaction and
cancellation thereof to be made by Piccadilly to each of the Electing Employees.
Accordingly, Piccadilly agrees that no later than the Acceptance Date, it shall
pay, or arrange to be paid, to each of the Electing Employees who has
countersigned the letter attached hereto as Appendix A, the following:
(i) with respect to each Base Share that an Electing Employee would
otherwise have been entitled to receive, an amount equal to the difference
between the Tender Price and the Purchase Price;
(ii) with respect to each Bonus Share that an Electing Employee would
otherwise have been entitled to receive, an amount equal to the Tender Price;
and
(iii) with respect to each Option Share, the difference between the
Tender Price and the Purchase Price.
Morrison also agrees to use commercially reasonable efforts to obtain
from the following persons the written consent to the cancellation, on the terms
provided in Section 2.1(d) of the Agreement, of all options to purchase Morrison
Common Stock held by them: Samuel Beall, E. E. Bishop, Robert J. Theis, all
persons holding options granted under the 1987 Morrison Restaurants Inc. Stock
Bonus Plan and all persons holding options granted under the Morrison Inc. Stock
Incentive and Deferred Compensation Plan for Directors.
Morrison agrees to deliver the letter attached as Appendix A to each
Electing Employee promptly and to use commercially reasonable efforts to secure
the consent of the Electing Employee provided therein.
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Morrison Restaurants Inc.
May 18, 1998
Page 3
If the foregoing letter is acceptable to you, please so indicate by
countersigning in the space provided below.
PICCADILLY CAFETERIAS, INC.
By: /s/ RONALD A. LABORDE
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Ronald A. LaBorde
President and Chief
Executive Officer
Agreed to and accepted this 19th
day of May, 1998.
MORRISON RESTAURANTS INC.
By: /s/ RONNIE L. TATUM
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