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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange
Act of 1934
(Amendment No. 3)
GRIST MILL CO.
(Name of Issuer)
INTERNATIONAL HOME FOODS, INC.
IHF/GM HOLDING CORPORATION
IHF/GM ACQUISITION CORPORATION
(Bidders)
Common Stock, $0.10 par value (and Associated Stock Purchase Rights)
(Title of Class of Securities)
CUSIP No. 398629204
(CUSIP Number of Class of Securities)
M. Kelley Maggs Copy to: A. Winston Oxley
International Home Foods, Inc. Vinson & Elkins L.L.P.
1633 Littleton Road 3700 Trammell Crow Center
Parsippany, New Jersey 07054 2001 Ross Avenue
(973) 359-9920 Dallas, Texas 75201
(214) 220-7891
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Bidders)
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<TABLE>
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1 Name of Reporting Person. I.R.S. Identification Nos. of Above Persons (entities only)
IHF/GM Acquisition Corporation
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds BK and AF
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5 Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) [ ]
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6 Citizenship or place of organization State of Delaware
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7 Aggregate amount beneficially owned by each reporting person 6,438,840*
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8 Check if the aggregate amount in row (7) excludes certain shares [ ]
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9 Percent of class represented by amount in row (7) 90.7%
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10 Type of reporting person CO
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</TABLE>
* Shares shown as beneficially owned give effect to the following:
(i) On March 10, 1998, IHF/GM Holding Corporation, a Delaware
corporation ("Parent"), and IHF/GM Acquisition Corporation, a Delaware
corporation ("Purchaser"), a direct wholly owned subsidiary of Parent and an
indirect wholly owned subsidiary of International Home Foods, Inc., a Delaware
corporation ("IHF"), entered into a Stockholder Agreement with Grist Mill Co.,
a Delaware corporation (the "Company"), and Glen S. Bolander, pursuant to which
Mr. Bolander granted to Purchaser an option to purchase up to an aggregate of
245,000 shares of the Company's common stock ("Common Stock"), par value $0.10
per share, including the associated stock purchase rights (the "Rights," and
together with the shares of Common Stock, the "Shares"), consisting of certain
shares of Common Stock to be beneficially owned by the Selling Stockholder as a
result of such individual's exercise of certain options to purchase shares of
Common Stock.
(ii) Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 10, 1998, among Purchaser, Parent, IHF and the
Company, the Company granted to Purchaser an irrevocable option to purchase an
indeterminate number of shares of Common Stock (exercisable in certain
circumstances).
Each of the Stockholder Agreement and the Merger Agreement is attached
as an exhibit hereto.
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<TABLE>
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1 Name of Reporting Person. I.R.S. Identification Nos. of Above Persons (entities only)
IHF/GM Holding Corporation
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds BK and AF
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5 Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) [ ]
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6 Citizenship or place of organization State of Delaware
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7 Aggregate amount beneficially owned by each reporting person 6,438,840*
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8 Check if the aggregate amount in row (7) excludes certain shares [ ]
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9 Percent of class represented by amount in row (7) 90.7%
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10 Type of reporting person CO
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</TABLE>
* Shares shown as beneficially owned give effect to the following:
(i) On March 10, 1998, IHF/GM Holding Corporation, a Delaware
corporation ("Parent"), and IHF/GM Acquisition Corporation, a Delaware
corporation ("Purchaser"), a direct wholly owned subsidiary of Parent and an
indirect wholly owned subsidiary of International Home Foods, Inc., a Delaware
corporation ("IHF"), entered into a Stockholder Agreement with Grist Mill Co.,
a Delaware corporation (the "Company"), and Glen S. Bolander, pursuant to which
Mr. Bolander granted to Purchaser an option to purchase up to an aggregate of
245,000 shares of the Company's common stock ("Common Stock"), par value $0.10
per share, including the associated stock purchase rights (the "Rights," and
together with the shares of Common Stock, the "Shares"), consisting of certain
shares of Common Stock to be beneficially owned by the Selling Stockholder as a
result of such individual's exercise of certain options to purchase shares of
Common Stock.
(ii) Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 10, 1998, among Purchaser, Parent, IHF and the
Company, the Company granted to Purchaser an irrevocable option to purchase an
indeterminate number of shares of Common Stock (exercisable in certain
circumstances).
Each of the Stockholder Agreement and the Merger Agreement is attached
as an exhibit hereto.
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<TABLE>
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1 Name of Reporting Person. I.R.S. Identification Nos. of Above Persons (entities only)
International Home Foods, Inc.
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds BK and AF
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5 Check if disclosure of legal proceedings is required pursuant to items 2(e) or 2(f) [ ]
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6 Citizenship or place of organization State of Delaware
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7 Aggregate amount beneficially owned by each reporting person 6,438,840*
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8 Check if the aggregate amount in row (7) excludes certain shares [ ]
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9 Percent of class represented by amount in row (7) 90.7%
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10 Type of reporting person CO
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</TABLE>
* Shares shown as beneficially owned give effect to the following:
(i) On March 10, 1998, IHF/GM Holding Corporation, a Delaware
corporation ("Parent"), and IHF/GM Acquisition Corporation, a Delaware
corporation ("Purchaser"), a direct wholly owned subsidiary of Parent and an
indirect wholly owned subsidiary of International Home Foods, Inc., a Delaware
corporation ("IHF"), entered into a Stockholder Agreement with Grist Mill Co.,
a Delaware corporation (the "Company"), and Glen S. Bolander, pursuant to which
Mr. Bolander granted to Purchaser an option to purchase up to an aggregate of
245,000 shares of the Company's common stock ("Common Stock"), par value $0.10
per share, including the associated stock purchase rights (the "Rights," and
together with the shares of Common Stock, the "Shares"), consisting of certain
shares of Common Stock to be beneficially owned by the Selling Stockholder as a
result of such individual's exercise of certain options to purchase shares of
Common Stock.
(ii) Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 10, 1998, among Purchaser, Parent, IHF and the
Company, the Company granted to Purchaser an irrevocable option to purchase an
indeterminate number of shares of Common Stock (exercisable in certain
circumstances).
Each of the Stockholder Agreement and the Merger Agreement is attached
as an exhibit hereto.
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TENDER OFFER
IHF/GM Acquisition corporation, a Delaware corporation ("Purchaser"),
a direct wholly owned subsidiary of IHF/GM Holding Corporation, a Delaware
corporation ("Parent"), and an indirect wholly owned subsidiary of
International Home Foods, Inc, a Delaware corporation ("IHF"), Parent and IHF
hereby amend and supplement the Tender Offer Statement on Schedule 14D-1 dated
March 17, 1998 (as amended or supplemented from time to time, the "Schedule
14D-1"), which has been previously filed with the Securities and Exchange
Commission, relating to the offer by Purchaser to purchase all outstanding
shares of common stock ("Common Stock"), par value $0.10 per share, of Grist
Mill Co., a Delaware corporation (the "Company"), including the associated
stock purchase rights (the "Rights," and together with the shares of Common
Stock, the "Shares"), at a price of $14.50 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 17, 1998, and the related Letter of transmittal (as each
of such may be amended or supplemented from time to time). All capitalized
terms shall have the meanings assigned to them in the Schedule 14D-1, as
amended to date, unless otherwise indicated herein.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF BIDDERS.
Item 5 of the Schedule 14D-1 is hereby amended by the addition of the
information set forth in the press release dated April 14, 1998, a copy of
which is attached as Exhibit (a)(11), which information is incorporated herein
by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended by the addition of the
information set forth in the press release dated April 14, 1998, a copy of
which is attached as Exhibit (a)(11), which information is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(a)(11) - Text of Press Release, dated April 14, 1998.
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SIGNATURES
After due inquiry and to the best of may knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 14, 1998 IHF/GM ACQUISITION CORPORATION
By: /s/ ANDREW S. ROSEN
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Andrew S. Rosen
Vice President
IHF/GM HOLDING CORPORATION
By: /s/ ANDREW S. ROSEN
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Andrew S. Rosen
Vice President
INTERNATIONAL HOME FOODS, INC.
By: /s/ ANDREW S. ROSEN
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Andrew S. Rosen
Vice President
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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*(a)(1) -- Offer to Purchase, dated March 17, 1998
*(a)(2) -- Letter of Transmittal
*(a)(3) -- Notice of Guaranteed Delivery
*(a)(4) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
*(a)(5) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Company and
Other Nominees
*(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-
9
*(a)(7) -- Form of Summary Advertisement, dated March 17, 1998
*(a)(8) -- Text of Press Release, dated March 11, 1998
*(a)(9) -- Supplement dated April 2, 1998, to Offer to Purchase dated March 17, 1998
*(a)(10) -- Text of Press Release, dated April 2, 1998
+(a)(11) -- Text of Press Release dated April 14, 1998
*(b)(1) -- Credit Agreement, dated as of November 1, 1996 as amended and restated as of
November 21, 1997, among IHF, the several banks and other financial institutions or
entities from time to time parties thereto, Morgan Stanley Senior Funding, Inc., as
documentation agent, Bankers Trust Company, as syndication agent, and The Chase
Manhattan Bank, as administrative agent, for the lenders thereunder
*(b)(2) -- Waiver No. 1, dated February 18, 1998, with respect to the Credit Agreement
*(c)(1) -- Agreement and Plan of Merger, dated March 10, 1998, among Purchaser, Parent, IHF and
the Company
*(c)(2) -- Stockholder Agreement, dated March 10, 1998, among Purchaser, Parent, IHF and the
Company
*(c)(3) -- Form of Option Surrender Agreement, Release and Waiver dated March 10, 1998, among
the Company and holders of options to acquire shares of the Company's Common Stock
*(c)(4) -- Employment and Noncompetition Agreement, dated March 10, 1998, between IHF and the
Selling Stockholder
*(c)(5) -- Confidentiality Agreement, dated as of February 2, 1998, between IHF and the Company
*(c)(6) -- Confidentiality Agreement, dated as of February 9, 1998, between IHF and the Company
*(c)(7) -- Standstill Agreement dated as of March 10, 1998, between IHF and the Company
(d) -- None
(e) -- Not applicable
(f) -- None
*(g) -- Power of Attorney for Thomas O. Hicks
*(h) -- Joint Filing Agreement, dated March 16, 1998, among Purchaser, Parent, IHF, the
Fund, HM3, HM GP, the Fund, Inc., and Thomas O. Hicks
</TABLE>
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* previously filed
+ filed herewith
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EXHIBIT 99(a)(11)
PRESS RELEASE
INTERNATIONAL HOME FOODS CLOSES ITS TENDER OFFER FOR GRIST MILL CO.
April 14, 1998 -- International Home Foods, Inc. (NYSE: IHF), a
leading branded food products company, announced today that IHF/GM Acquisition
Corporation ("IAC"), an indirect wholly owned subsidiary of International Home
Foods, has completed its cash tender offer to purchase all the outstanding
shares of common stock of Grist Mill Co. (Nasdaq: GRST), a leading U.S.
manufacturer of private-label cereal bars and fruit snack products, at a price
of $14.50 per share.
International Home Foods reported that it has been preliminarily
advised by ChaseMellon Shareholder Services, L.L.C., the Depositary for the
offer, that a total of 6,191,663 shares have been tendered pursuant to the
offer (including 139,982 shares subject to guarantees of delivery), which
expired at midnight, New York City time on Monday, April 13, 1998, and that all
such shares have been accepted for payment by IAC. After giving effect to the
purchase of the shares tendered, International Home Foods beneficially owns
approximately 90.3% of the outstanding Grist Mill shares (or 82.9% of the Grist
Mill shares on a fully-diluted basis). 669,029 shares were not tendered in the
offer.
IAC and Grist Mill intend to effect a merger pursuant to which Grist
Mill will become a wholly-owned subsidiary of International Home Foods and all
remaining Grist Mill stockholders (other than IAC) will have the right to
receive the same $14.50 per share in cash paid in the tender offer. It is
currently anticipated that the merger transaction will be completed in the near
future.
International Home Foods is a nationally prominent manufacturer,
distributor and marketer of food products. Its significant established brands
include Chef Boyardee prepared foods, Bumble Bee canned seafood, PAM cooking
spray, Polaner fruit spreads and spices, Gulden's mustard, Crunch 'n Munch
glazed popcorn, Campfire marshmallows and crisped rice bars, Ro*Tel tomatoes
with green chilies, Dennison's chili, and Ranch Style and Luck's beans.
Statements contained in this press release which are not historical
facts are forward-looking statements. Such forward-looking statements are
necessary estimates reflecting the best judgment of the party making such
statements based upon current information and involve a number of risks and
uncertainties. Forward-looking statements contained in this press release or
in other public statements of the parties should be considered in light of
those factors. There can be no assurance that such factors will not affect the
accuracy of such forward-looking statements.
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Contacts: International Home Foods, Inc. Grist Mill Co.
Lynne Misericordia Ardie Thorson
Treasurer Shareholder Relations
973-359-3195 612-469-7407
or or
Roy Winnick/Mark Semer Dan Kinsella
Kekst and Company Vice President/CFO
212-521-4842 or 4802 612-469-4981
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