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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. 2)
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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SCHEDULE 14D-1
CUSIP NO. 618478 10 1
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1 NAME OF REPORTING PERSON
Piccadilly Acquisition Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
63-1155967
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,249,228
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
89%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
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SCHEDULE 14D-1
CUSIP NO. 618478 10 1
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Piccadilly Cafeterias, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
63-1155967
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,249,228
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
89%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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This Amendment No. 2 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, as amended by Amendment No. 1
dated May 22, 1998 (collectively, 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. 2 is to amend and supplement
Items 6, 10 and 11 of the Schedule 14D-1 as described below. This Amendment No.
2 constitutes the amendment to the Schedule 14D-1 pursuant to instruction D to
Schedule 14D-1. Pursuant to instruction F to Schedule 14D-1, this Amendment No.
2 is submitted in satisfaction of the reporting obligation of the Purchaser
under Section 13(d) of the Securities Exchange Act of 1934, as amended. All
terms defined in the Schedule 14D-1 shall have the same meanings in this
Amendment.
The Offer expired at 12:00 midnight, New York City time, on Wednesday, May
27, 1998. Following the expiration of the Offer, the Purchaser accepted for
payment all Shares validly tendered pursuant to the Offer. According to the
Depositary, prior to the expiration of the Offer, 8,249,228 Shares had been
tendered pursuant to the Offer (including Shares tendered pursuant to the
procedure for guaranteed delivery), which constitutes approximately 89% of all
Shares outstanding.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by the following:
"As of May 28, 1998, the Purchaser acquired pursuant to the Offer
(including Shares tendered pursuant to the procedures for guaranteed delivery)
beneficial ownership of 8,249,228 Shares in the aggregate, which constitute
approximately 89% of the outstanding Shares. A copy of the press release issued
on May 28, 1998 with respect to the foregoing is attached hereto as Exhibit
(a)(13) and is incorporated herein by reference."
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the following:
In addition, reference is hereby made to the disclosure set forth under
Item 6 above.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the following additional
exhibit:
(a)(13) Press Release issued by the Parent on May 28, 1998.
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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. 2 is true, complete and correct.
PICCADILLY CAFETERIAS, INC.
By: /s/ RONALD A. LABORDE
------------------------------------
Ronald A. LaBorde
President and Chief Executive
Officer
PICCADILLY ACQUISITION CORPORATION
By: /s/ RONALD A. LABORDE
------------------------------------
Ronald A. LaBorde
President
Dated: May 29, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
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<C> <S> <C>
11(a)(13) -- Press Release issued by the Parent on May 28, 1998.......
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Exhibit 11(a)(13)
PRESS RELEASE
Contact: J. Fred Johnson
Chief Financial Officer
(504) 293-9440
PICCADILLY CAFETERIAS, INC. COMPLETES
TENDER OFFER FOR MORRISON RESTAURANTS INC.
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BATON ROUGE, La. (May 28, 1998) - Piccadilly Cafeterias, Inc. (NYSE:PIC)
("Piccadilly") today announced that it has completed its $5.00 per share cash
tender offer for all outstanding shares of Morrison Restaurants Inc. (NYSE:MRN).
The offer expired, as scheduled, at 12:00 midnight, New York City time, on May
27, 1998.
Piccadilly said that, based on a preliminary count from the depositary
for the offer, approximately 8,249,228 shares were validly tendered and accepted
for payment (including approximately 29,520 shares subject to guarantees of
delivery), representing approximately 89% of the outstanding Morrison shares.
Payment for the tendered shares will be made by IBJ Schroder Bank & Trust
Company, the depositary for the offer, once SunTrust Bank, N.A., Morrison's
transfer agent, has validated the tendered shares, a process that is expected to
be completed by June 12, 1998.
Following completion of the offer, there remain approximately 987,212
Morrison shares outstanding. Piccadilly and Morrison intend to proceed promptly
to complete a merger transaction pursuant to which Piccadilly will acquire these
remaining shares of Morrison for $5.00 per share. The merger is expected to be
completed within 60 days.
Morrison currently operates 142 restaurants in 13 southeastern and
mid-Atlantic states. 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.
