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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
WSMP, INC.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
929330 10 8
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(CUSIP Number)
L. DENT MILLER
3238 WEST MAIN STREET
CLAREMONT, NORTH CAROLINA 28610
(704) 459-0821
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 30, 1998
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
(Page 1 of 11 Pages)
(continued on following pages)
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13D
CUSIP No. 929330 10 8 Page 2 of 11 Pages
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<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON L. Dent Miller
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
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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* OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 520,833
SHARES
BENEFICIALLY -----------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 520,833
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,833
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of Common Stock, par value $1.00 per
share (the "Common Stock"), of WSMP, Inc., a North Carolina corporation (the
"Company"). The address of the Company's principal executive office is 1 WSMP
Drive, Claremont, North Carolina 28610.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by L. Dent Miller.
(b) The business address of Mr. Miller is 3238 West Main Street,
Claremont, North Carolina 28610.
(c) Mr. Miller's present principal occupation is as President of
Sagebrush, Inc., a North Carolina corporation and a wholly-owned subsidiary of
the Company ("Sagebrush").
(d) During the past five years Mr. Miller has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Miller has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which Mr. Miller was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Miller is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 30, 1998, WSMP Acquisition, Inc., a North Carolina
corporation and wholly-owned subsidiary of the Company ("Sub"), merged with and
into Sagebrush pursuant to an Agreement and Plan of Merger dated as of November
14, 1997 (the "Merger Agreement") among the Company, Sub, Sagebrush, Mr. Miller
and Charles F. Connor, Jr. (the "Merger"). Upon consummation of the Merger, each
share of Sagebrush Common Stock was converted into the right to receive .3822
share of Common Stock (with fractional shares converted into cash). Accordingly,
Mr. Miller's 1,362,140 shares of Sagebrush Common Stock were converted into
520,609 shares of Common Stock in the Merger.
Additionally, prior to the Merger, Mr. Miller owned 224 shares of
Common Stock. Mr. Miller acquired these shares, from time to time, beginning in
1984.
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Miller acquired 520,609 shares in connection with the Merger. He
intends to hold these shares, along with the 224 shares he previously owned,
for investment purposes.
Depending upon market conditions and other investment considerations,
Mr. Miller may from time to time (a) purchase additional securities of the
Company, through open-market purchases or otherwise, or (b) sell securities of
the Company in the open market, pursuant to Rules 144 and 145, in privately
placed transactions or upon the registration of his shares under the Securities
Act of 1933, as amended (the "Securities Act") (as described in Item 6 below).
Except as set forth in this Item 4 and elsewhere in this Statement, Mr.
Miller has no plans or proposals which relate to or would result in (a) the
acquisition by Mr. Miller of additional securities of the Company, or the
disposition of securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving the
Company or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries, (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) changes in the Company's charter or bylaws
or other actions which may impede the acquisition of control of the Company by
any person, (h) causing a class of securities of the Company to be delisted from
a national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the transactions described in Item 5(c)
below, Mr. Miller is the beneficial owner of 520,833 shares of Common Stock,
representing approximately 8.8% of the Company's currently outstanding Common
Stock. The percentages calculated in this Item 5 are based upon 5,898,449 shares
of Common Stock outstanding following the Merger (i.e., (i) 3,633,914 shares of
Common Stock outstanding as of January 7, 1998 as reported in the Company's
Registration Statement on Form S-4 filed with the Commission on January 8, 1998
(Registration No. 333-43921) plus (ii) 2,264,535 shares of Common Stock
(representing an assumed number of shares issued in connection with the Merger
and based upon 5,925,000 shares of Sagebrush Common Stock outstanding multiplied
by the exchange ratio of .3822)).
(b) Mr. Miller has sole voting and dispositive power with respect to
the 520,833 shares of Common Stock he beneficially owns.
(c) Other than as described below, Mr. Connor has not effected any
transaction in shares of Common Stock in the past 60 days.
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On January 30, 1998, at the effective time of the Merger, Mr. Miller's
1,362,140 shares of Sagebrush Common Stock were converted into the right to
receive 520,609 shares of Common Stock.
After giving effect to the transactions described in this Item 5(c),
the beneficial ownership of the securities of the Company by Mr. Miller is as
set forth in Item 5(a) above.
(d) No person other than Mr. Miller has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In connection with the Merger, Mr. Miller entered into an Affiliate
Agreement with the Company dated January 29, 1998 (the "Affiliate Agreement"),
whereby he agreed not to sell, pledge, transfer or otherwise dispose of any
Common Stock issued to him in the Merger, except pursuant to an effective
registration statement or in compliance with Rule 145 or an exemption from the
registration requirements of the Securities Act. In addition, in the Affiliate
Agreement, Mr. Miller agreed not to sell, transfer or otherwise dispose of any
such Common Stock acquired in the Merger until after such time as financial
results covering at least 30 days of post-merger operations of the combined
entity have been published by the Company. The Company has agreed that it will,
within 30 days after the conclusion of the Company's first 28-day accounting
period following the effective time of the Merger, file with the Commission or
publish in a report filed with the commission or in a quarterly earnings report,
press release or other public issuance financial results covering at least 30
days (or 28 days if, in the judgment of the Company, that will preserve
pooling-of-interests accounting treatment) of combined operations of the Company
and Sagebrush.
In addition, in the Merger Agreement the Company agreed to prepare and
file with the Commission, within 30 days after the effective time of the Merger,
and thereafter use its reasonable best efforts to cause to be declared
effective by the Commission, a registration statement providing for the
registration under the Securities Act of those shares of Common Stock issued as
consideration in the Merger to or for the benefit of certain affiliates of
Sagebrush (including Mr. Miller). Such registration will be to permit the public
resale of the shares of Common Stock acquired in the Merger by each such person,
the direct owners of any such shares beneficially held by such person or such
person's approved transferees.
Except as set forth in Item 4 and this Item 6, no contracts,
arrangements, understandings or relationships (legal or otherwise) exist among
Mr. Miller and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any
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such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger dated as of November 14, 1997
among the Company, Sub, Sagebrush, Mr. Miller and Charles F.
Connor, Jr. and the related Plan of Merger (included as
Appendix A to the Joint Proxy Statement-Prospectus
constituting a part of the Company's Registration Statement on
Form S-4 (Registration No. 333-43921) filed with the
Commission on January 8, 1998 and, pursuant to Rule 12b-32
under the Exchange Act, incorporated by reference herein).
2. Affiliate Agreement dated as of January 29, 1998 between Mr.
Miller and the Company (filed herewith).
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
February 9, 1998
/s/ L. Dent Miller
------------------
L. Dent Miller
7
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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1 Agreement and Plan of Merger dated as of November *
14, 1997 among the Company, Sub, Sagebrush, Mr.
Miller and Charles F. Conner, Jr. and the related Plan
of Merger. (Included as Appendix A to the Joint Proxy
Statement-Prospectus constituting a part of the Company's
Registration Statement on Form S-4 (Registration No. 333-43921)
filed with the Commission on January 8, 1998 and, pursuant to
Rule 12b-32 under the Exchange Act, incorporated by
reference herein).
2 Affiliate Agreement dated as of January 29, 1998 9
between Mr. Miller and the Company.
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EXHIBIT 2
AFFILIATE AGREEMENT
WSMP, Inc.
1 WSMP Drive
P.O. Box 399
Claremont, NC 28610
Attention: Mr. David R. Clark
Ladies and Gentlemen:
This letter is being delivered to you as contemplated by Section 6.11 of
that certain Agreement and Plan of Merger among WSMP, Inc. ("WSMP"), Sagebrush,
Inc. ("Sagebrush"), WSMP Acquisition, Inc. ("Sub") and Messrs. L. Dent Miller
and Charles F. Connor, Jr. (the "Merger Agreement"). The undersigned is a
shareholder of Sagebrush and will acquire shares of common stock, no par value,
of WSMP ("WSMP Stock") in the merger contemplated by the Agreement (the
"Merger"). Subject to the terms and conditions of the Merger Agreement, each
shareholder of Sagebrush will receive in the Merger 0.3214 shares of WSMP Stock
(subject to adjustment as provided in the Merger Agreement) for each share of
issued and outstanding common stock, no par value, of Sagebrush ("Sagebrush
Stock"). This Affiliate Agreement evidences certain rights and obligations of
the undersigned and of WSMP relative to the WSMP Stock to be received by the
undersigned in the Merger (the "WSMP Shares").
In consideration of the Merger and of the mutual covenants contained
herein, the undersigned and WSMP hereby agree as follows:
1. Affiliate Status. The undersigned understands and agrees that he may be
deemed to be an "affiliate" of Sagebrush within the meaning of Rule 144(a)(1),
and an "underwriter" within the meaning of Rule 145(c), promulgated by the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act"); and the undersigned anticipates that he will
be such an "affiliate" at the time of the Merger.
2. Certain Restrictions. The undersigned represents and warrants to, and
covenants with, WSMP as follows:
(a) Because the distribution by the undersigned of the WSMP Shares has
not been registered under the Securities Act, the undersigned will not
sell, exchange, pledge, hypothecate or otherwise transfer or dispose of, in
whole or in part ("Transfer"), the WSMP Shares except as permitted by the
terms and conditions of this Affiliate Agreement. Without limiting the
generality of the foregoing, the undersigned will not Transfer WSMP Shares
except in compliance with the legend placed on the certificate(s)
representing such shares pursuant to subparagraph (a) of paragraph 3 of
this Affiliate Agreement.
(b) The undersigned is aware that WSMP intends to treat the Merger as
a tax-free reorganization under Section 368 of the Internal Revenue Code
(the "Code") for federal income tax purposes, and the undersigned agrees to
treat the transaction in the same manner. The undersigned acknowledges that
Section 1.368-1(b) of the regulations under the Code requires "continuity
of interest" in order for the Merger to be treated as tax-free under
Section 368 of the Code and that this requirement will be satisfied if,
taking into account all those Sagebrush shareholders who receive cash in
exchange for their stock, who receive cash in lieu of fractional shares and
who dissent from the Merger, there is no plan or intention on the part of
the Sagebrush shareholders to Transfer the WSMP Stock to be received in the
Merger that will reduce such shareholders' ownership to a number of shares
having, in the aggregate, a value at the time of the Merger of less than
50% of the total fair market value of the Sagebrush Stock outstanding
immediately prior to the Merger. The undersigned has no prearrangement,
plan or intention to Transfer a number of WSMP Shares that would cause the
foregoing requirement not to be satisfied.
(c) The undersigned will not Transfer or otherwise reduce his risk
relative to the WSMP Shares until such time after the consummation of the
Merger as financial results covering at least 30 days (or
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28 days if, in the judgment of Deloitte & Touche LLP, that will preserve
"pooling-of-interest" accounting treatment of the Merger) of the combined
operations of WSMP and Sagebrush have been (within the meaning of SEC
Accounting Series Release No. 130, as amended) filed by WSMP with the SEC
or published by WSMP in an Annual Report on Form 10-K, a Quarterly Report
on Form 10-Q, a Current Report on Form 8-K, a quarterly earnings report, a
press release or other public issuance that includes combined sales and
income of WSMP and Sagebrush. WSMP will make such filing or publication
within 30 days following the conclusion of WSMP's first 28-day accounting
period following the effective time and will notify the undersigned of the
same promptly thereafter. The undersigned will not, during the 30-day
period prior to the consummation of the Merger, Transfer or otherwise
reduce the undersigned's risk relative to the WSMP Shares.
(d) The undersigned has read the Merger Agreement and this Affiliate
Agreement with care and has discussed the requirements of such documents
and their impact upon his ability to Transfer the WSMP Shares, to the
extent that he believes necessary, with legal counsel of his choosing.
3. Certain Transfer Procedures. (a) WSMP will issue a "stop transfer"
order with respect to the WSMP Shares to the transfer agent for the WSMP Stock
and will cause the following legend to be placed on the certificate(s)
representing the WSMP Shares at the original issuance of such shares (and on any
substitute(s) therefor issued thereafter):
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION
TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES.
SUCH SHARES MAY BE SOLD, EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR DISPOSED OF ("TRANSFERRED") ONLY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF A CERTAIN AFFILIATE AGREEMENT BETWEEN THE
REGISTERED HOLDER HEREOF AND THIS CORPORATION, A COPY OF WHICH IS
AVAILABLE UPON WRITTEN REQUEST BY THE RECORD HOLDER DIRECTED TO THE
CHIEF FINANCIAL OFFICER OF THE CORPORATION. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY BE TRANSFERRED ONLY IF AND TO THE EXTENT THAT (1) THEY ARE
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE STATE SECURITIES LAWS OR (2) THE CORPORATION HAS RECEIVED A
WRITTEN LEGAL OPINION OF ITS COUNSEL OR OTHER ASSURANCE ACCEPTABLE TO
THE CORPORATION IN ITS SOLE DISCRETION TO THE EFFECT THAT THE PROPOSED
TRANSFER DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT OR UNDER
APPLICABLE STATE SECURITIES LAWS.
(b) Upon request by the undersigned, WSMP will cause the legend set forth
in subparagraph (a) above to be removed by delivery of substitute certificates
not bearing such legend and will rescind the "stop transfer" order referred to
in subparagraph (a) if (i) one year shall have elapsed from the date that the
undersigned became the beneficial owner of the WSMP Shares and the provisions of
Rule 145(d)(2) are then applicable to the undersigned or (ii) two years shall
have elapsed from the date that the undersigned became the beneficial owner of
the WSMP Shares and the provisions of Rule 145(d)(3) are then applicable to the
undersigned.
4. Miscellaneous. All notices and other communications hereunder shall be
in writing and shall be deemed sufficiently given if delivered personally or
sent by facsimile transmission or by registered or certified mail (postage
prepaid), addressed, if to WSMP, then to its Chief Financial Officer at its
executive offices, and, if to the undersigned, then to the address last
specified by the undersigned to WSMP. This Affiliate Agreement (a) is the
complete agreement between WSMP and the undersigned concerning the subject
matter hereof, except insofar as the Merger Agreement speaks to the registration
of the WSMP Shares, (b) shall be governed by, and construed in accordance with,
the laws of the State of North Carolina (without giving effect to principles of
conflict of laws) and (c) may be executed in any number of counterparts, each of
which shall constitute an original but all of which taken together shall
constitute one and the same agreement.
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This Affiliate Agreement is executed as of January 29, 1998.
Very truly yours,
/s/ L. Dent Miller
--------------------------------------
Name: L. Dent Miller
Agreed:
WSMP, INC.
By: /s/ Matthew V. Hollifield
----------------------------------
Name: Matthew V. Hollifield
Title: Vice President of Finance/
Assistant Secretary
11
