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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
KFC NATIONAL PURCHASING COOPERATIVE, INC.
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(Name of the Issuer)
KFC NATIONAL PURCHASING COOPERATIVE, INC.
AND
KFC NATIONAL PURCHASING CO-OP, INC.
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(Names of Person(s) Filing Statement)
MEMBERSHIP COMMON STOCK
AND
STORE COMMON STOCK
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(Title of Class of Securities)
N/A
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(CUSIP Number of Class of Securities)
<TABLE>
<S> <C> <C>
DANIEL E. WOODSIDE COPY TO: JAMES A. GIESEL
PRESIDENT ALAN K. MACDONALD
KFC NATIONAL PURCHASING COOPERATIVE, INC. FROST BROWN TODD LLC
950 BRECKENRIDGE LANE 400 WEST MARKET STREET, 32ND FLOOR
LOUISVILLE, KENTUCKY 40207 LOUISVILLE, KENTUCKY 40202
(502) 896-5900 (502) 589-5400
</TABLE>
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [x]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction
Valuation* Amount of Filing Fee
$17,846,954 $3,569
* Based on the members' equity of the KFC National Purchasing
Cooperative, Inc. as of June 30, 2000.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $3,569 Filing Party: KFC National Purchasing
Cooperative, Inc.
Form or Registration No.: Schedule 14A Date Filed: October 3, 2000
SUMMARY OF THE TRANSACTION
The KFC National Purchasing Cooperative, Inc. (the "KFC Co-op") will
form a new, wholly owned subsidiary, the KFC National Purchasing Co-op, Inc.
(the "New KFC Co-op"). The KFC Co-op will merge into the New KFC Co-op, with the
New KFC Co-op being the surviving corporation. In the merger, each share of
Membership Common Stock and Store Common Stock held by the current stockholder
members of the KFC Co-op will be converted into one share of corresponding
Membership Common Stock and Store Common Stock in the New KFC Co-op, and all of
the assets, operations, rights, obligations, liabilities, and members' equity of
the KFC Co-op will be transferred to, and assumed by, the New KFC Co-op. After
the merger, the KFC Co-op will cease to exist, and the New KFC Co-op will
continue to operate on behalf of its stockholder members as the KFC Co-op has in
the past. Unlike the stock of the KFC Co-op, the stock of the New KFC Co-op will
not be "securities" within the meaning of Section 3(a)(10) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Section 2(a)(1) of the
Securities Act of 1933, as amended, and will not be registered with the
Securities and Exchange Commission under the Exchange Act.
ITEM 1. SUMMARY TERM SHEET.
(a) The information set forth in the "Summary" section of the Proxy
Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the issuer is KFC National Purchasing
Cooperative, Inc., a Delaware corporation, which has its principal executive
offices at 950 Breckenridge Lane, Louisville, Kentucky 40207, (502) 896-5900.
The information set forth in
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the section entitled "Summary - The Company" of the Proxy Statement is
incorporated herein by reference.
(b) Securities. As of June 30, 2000, there were 567 shares of KFC
Membership Common Stock issued and outstanding and 5,166 shares of KFC Store
Common Stock issued and outstanding. The information set forth in the sections
entitled "Comparison of KFC Co-op Capital Stock and New KFC Co-op Capital Stock
-- KFC Membership Common Stock" and "--KFC Store Common Stock" of the Proxy
Statement is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the section
entitled "Market and Price for the KFC Co-op Stock" of the Proxy Statement is
incorporated herein by reference.
(d) Dividends. The information set forth in the sections entitled
"Market and Price for the KFC Co-op Stock" of the Proxy Statement is
incorporated herein by reference.
(e) Prior Public Offerings. The KFC Co-op has not made an underwritten
public offering of the subject securities for cash during the past three years
that was registered under the Securities Act of 1933 or exempt from registration
under Regulation A.
(f) Prior Stock Purchases. The information set forth in the section
entitled "Market and Price for the KFC Co-op Stock" of the Proxy Statement is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) Name and Address. The information set forth in the section entitled
"Summary - The Company" of the Proxy Statement is incorporated herein by
reference.
(b) Business and Background of Entities. The KFC National Purchasing
Co-op, Inc. is a new Delaware corporation owned wholly by the KFC Co-op, which
the KFC Co-op formed to merge with the KFC Co-op and succeed to its business.
(c) Business and Background of Natural Persons. The information set
forth in the section entitled "Management of the KFC Co-op" of the Proxy
Statement is incorporated herein by reference. None of the KFC Co-op's officers
or directors has been convicted in a criminal proceeding during the past five
years (excluding traffic violations or similar misdemeanors). None of the KFC
Co-op's officers or directors has been a party to any judicial or administrative
proceeding during the past five years (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining the officer or director from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws. All of the KFC
Co-op's officers and directors are citizens of the United States of America,
except Ronald Young, who is a citizen of Canada, and Edward J. Henriquez, Jr.,
who is a citizen of Panama.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms. The information set forth in the sections entitled
"The Proposed Merger" and "The Special Meeting" and "Comparison of KFC Co-op
Capital Stock and New KFC Co-op Capital Stock" of the Proxy Statement is
incorporated herein by reference.
(c) Different Terms. No term or arrangement treats any subject security
holders differently from other subject security holders.
(d) Appraisal Terms. The information set forth in the section entitled
"The Special Meeting - No Appraisal Rights" of the Proxy Statement is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. In connection with
this transaction, neither the KFC Co-op nor the New KFC Co-op have made special
provisions to grant unaffiliated security holders access to corporate files or
to obtain counsel or appraisal services at the expense of the KFC Co-op or the
New KFC Co-op.
(f) Eligibility for Listing or Trading. The existing securities of the
KFC Co-op are not eligible for trading on an automated quotations system
operated by a national securities association, and the securities of the New KFC
Co-op will not be eligible for trading on an automated quotations system
operated by a national securities association.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. Pursuant to a policy adopted by the KFC Co-op Board
of Directors, the KFC Co-op has repurchased shares of Store Common Stock at $400
per share, which for the past seventeen years has been the price at which the
KFC Co-op issues new shares of Store Common Stock to stockholder members. The
information set forth in the section entitled "Comparison of KFC Co-op Capital
Stock and New KFC Co-op Capital Stock - KFC Co-op Store Stock" of the Proxy
Statement is incorporated herein by reference.
(c) Significant Corporate Events. The information set forth in the
section entitled "The Proposed Merger - History of the KFC Co-op" of the Proxy
Statement is incorporated herein by reference.
(d) Negotiations or Contacts. The information set forth in the section
entitled "The Proposed Merger - History of the KFC Co-op" of the Proxy Statement
is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities Acquired. The information set forth in the
section entitled "The Proposed Merger" of the Proxy Statement is incorporated
herein by reference.
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(c) Plans. There are no current plans, proposals or negotiations that
would result in any of transactions, events, or consequences listed in Item
1006(c) of Regulation M-A, except as described in the following sentences. The
proposed merger will result in the termination of the registration of the stock
held by the KFC Co-op's stockholder members. The information set forth in the
section entitled "The Proposed Merger" of the Proxy Statement is incorporated
herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) Purposes. The information set forth in the section entitled "The
Proposed Merger - Reasons for the Proposed Merger" of the Proxy Statement is
incorporated herein by reference.
(b) Alternatives. The proposed merger is the only structure that would
accomplish the objectives of the transaction and therefore is the only
alternative the KFC Co-op's board of directors considered.
(c) Reasons. The information set forth in the section entitled "The
Proposed Merger - Reasons for the Proposed Merger" of the Proxy Statement is
incorporated herein by reference.
(d) Effects. The information set forth in the sections entitled "The
Proposed Merger - Differences Between the KFC Co-op and the New KFC Co-op" and
"--Stockholder Information After the Merger" of the Proxy Statement is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) Fairness. The information set forth in the sections entitled "The
Proposed Merger - Reasons for the Proposed Merger" and "The Proposed Merger -
Fairness of the Proposed Merger" of the Proxy Statement is incorporated herein
by reference.
(b) Factors Considered in Determining Fairness. Because the KFC Co-op
endeavors not to make a profit and any profit returned to members is based on
the volume of business done with the KFC Co-op, the factors listed in Item 1014
of Regulation M-A are not relevant to this transaction. The proposed merger will
not change the economic position of the stockholder members because all of the
assets, liabilities, and equity of the KFC Co-op will be transferred by
operation of law to the New KFC Co-op. The information set forth in the sections
entitled "The Proposed Merger - Reasons for the Proposed Merger" and "The
Proposed Merger - Fairness of the Proposed Merger" of the Proxy Statement is
incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the
sections entitled "The Special Meeting - Voting Rights" and " - Voting Groups"
of the Proxy Statement is incorporated herein by reference.
(d) Unaffiliated Representative. The transaction has been structured so
there will be no change in the economic position of the KFC Co-op's stockholder
members and no change in its officers and directors. Therefore, the transaction
does not present the conflicts of interest that would make independent
representation of disinterested directors or stockholders appropriate.
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(e) Approval of Directors. The information set forth in the section
entitled "The Special Meeting - Recommendation of the KFC Co-op Board" of the
Proxy Statement is incorporated herein by reference.
(f) Other Offers. Not applicable. The transaction is an internal
reorganization in which ownership interests will not change.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) Report, Opinion, or Appraisal. None. See the response to Item 8(d).
(b) Preparer and Summary of Report, Opinion, or Appraisal. Not
Applicable.
(c) Availability of Documents. Not applicable.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) Source of Funds. No funds will be used in the transaction. In the
transaction, stock of the KFC Co-op will be converted into stock of the New KFC
Co-op on a one-to-one basis.
(b) Conditions. None.
(c) Expenses. The KFC Co-op estimates that it will incur the following
expenses in connection with the Proposed Merger:
Legal: $30,000
Accounting: $5,000
Printing: $20,000
Solicitation: N/A
(d) Borrowed Funds. None.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth in the section
entitled "Management of the KFC Co-op" of the Proxy Statement is incorporated
herein by reference.
(b) Securities Transactions. During the past 60 days, the KFC Co-op has
repurchased a total of seven shares of store common stock and issued a total of
six shares of store common stock. In each transaction, the price of the store
common stock was $400 per share. The following table sets forth information
about each of these transactions.
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<CAPTION>
Date Transaction Number of Shares
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<S> <C> <C>
July 31 Repurchase 1
August 1 Repurchase 4
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August 1 Issuance 1
August 1 Issuance 4
August 7 Issuance 1
August 10 Repurchase 1
August 11 Repurchase 1
</TABLE>
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the section entitled "The Special Meeting -
Recommendation of the KFC Co-op Board" of the Proxy Statement is incorporated
herein by reference.
(e) Recommendations of Others. The information set forth in the section
entitled "The Special Meeting - Recommendation of the KFC Co-op Board" of the
Proxy Statement is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Statements. The KFC Co-op's financial statements and
other information required by this item are incorporated by reference from the
KFC Co-op's periodic reports filed with the Securities and Exchange Commission.
Copies of these periodic reports will be included with the proxy materials
mailed to stockholders. The information set forth in the sections entitled
"Where You Can Find More Information" and "Incorporation of Information by
Reference" of the Proxy Statement is incorporated by reference.
(b) Pro Forma Information. Pro forma information would not be material
to the transaction and so is not being provided.
(c) Summary Information. The KFC Co-op is providing more complete
information than the information requested in this item.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Solicitations or Recommendations. The information set forth in the
section entitled "The Special Meeting - Proxies" of the Proxy Statement is
incorporated herein by reference.
(b) Employees or Corporate Assets. The information set forth in the
section entitled "The Special Meeting - Proxies" of the Proxy Statement is
incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
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(b) Other Material Information. The Plan and Agreement of Merger, the
Certificate of Incorporation and Bylaws of the KFC Co-op, and the Certificate of
Incorporation and Bylaws of the New KFC Co-op are being provided as Appendices
to the Proxy Statement.
ITEM 16. EXHIBITS.
*(a)(5)(1) Letter to Shareholders.
*(a)(5)(2) Notice of Special Meeting of Shareholders (incorporated
by reference to Schedule 14A).
*(a)(5)(3) Preliminary Proxy Statement dated November 17, 2000.
*(a)(5)(4) Form of Proxy.
*(a)(5)(5) Plan and Agreement of Merger.
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* Incorporated by reference to Schedule 14A filed November 17, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
KFC NATIONAL PURCHASING COOPERATIVE, INC.
/s/ Daniel E. Woodside
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Daniel E. Woodside, President
Date: November 17, 2000
KFC NATIONAL PURCHASING CO-OP, INC.
/s/ Daniel E. Woodside
---------------------------------------------
Daniel E. Woodside, President
Date: November 17, 2000
