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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
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
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)
398629204
(CUSIP Number of Class of Securities)
M. KELLEY MAGGS
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(973) 359-9920
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Bidders)
Copy to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7891
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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. All capitalized terms shall have the meanings
assigned to them in the Schedule 14D-1, as amended to date, unless otherwise
indicated herein.
ITEM 8. CERTAIN INFORMATION CONCERNING THE COMPANY.
Item 8 of the Offer to Purchase is hereby amended and supplemented by the
addition of the following immediately prior to the discussion under the heading
"Available Information":
Purchaser has been informed by the Company that on March 18, 1998, the
Company expects to report the following financial results for the three and nine
months ended February 28, 1998. For the three months ended February 28, 1998 and
1997, respectively, the Company had net earnings of $1.3 million or $0.19 per
share of Common Stock and $549,000 or $0.08 per share of Common Stock,
respectively, and sales of $25.2 million and $25.4 million, respectively. For
the nine months ended February 28, 1998 and 1997, respectively, the Company had
net earnings of $4.0 million or $0.58 per share of Common Stock and $1.6 million
or $0.24 per share of Common Stock, respectively, and sales of $79.9 million and
$80.4 million, respectively.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 17, 1998 IHF/GM ACQUISITION CORPORATION
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
IHF/GM HOLDING CORPORATION
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
INTERNATIONAL HOME FOODS, INC.
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
HICKS, MUSE, TATE & FURST EQUITY
FUND III, L.P.
By: HM3/GP Partners, L.P.
By: Hicks, Muse GP Partners III,
L.P.
By: Hicks, Muse Fund III,
Incorporated
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
HM3/GP PARTNERS L.P.
By: Hicks, Muse GP Partners III,
L.P.
By: Hicks, Muse Fund III,
Incorporated
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
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HICKS, MUSE GP PARTNERS III, L.P.
By: Hicks, Muse Fund III,
Incorporated
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
HICKS, MUSE FUND III, INCORPORATED
By: /s/ ANDREW S. ROSEN
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Name: Andrew S. Rosen
Title: Vice President
THOMAS O. HICKS
/s/ THOMAS O. HICKS
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By: David W. Knickel
Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
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<C> <S>
*(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 Companies 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.
*(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, the Company and the Selling
Stockholder.
*(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
