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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A-2
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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UNITED FOODS, INC. UNITED FOODS, INC.
(Name of Issuer) (Name of Person Filing Statement)
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CLASS A COMMON STOCK, PAR VALUE $1.00 PER SHARE
CLASS B COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
CLASS A 910365 30 3
CLASS B 910365 10 5
(CUSIP Number of Class of Securities)
DANIEL B. TANKERSLEY
VICE CHAIRMAN AND SECRETARY
UNITED FOODS, INC.
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 38006-0119
(901) 422-7600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
JAMES H. CHEEK III
BASS, BERRY & SIMS PLC
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
MAY 20, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
JUNE 18, 1997
(Date of Amendment)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$10,000,000.00 $2,000.00
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</TABLE>
* Estimated solely for purposes of determining the filing fee, based upon the
purchase of 2,500,000 shares of Class A Common Stock and 1,500,000 shares of
Class B Common Stock at $2.50 per share.
[X] Check box if any part of the fee is offset as provided by 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.
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Amount Previously Paid: $500.00 Filing Party: United Foods, Inc.
Form of Registration No.: Schedule 13E-4 Date Filed: May 20, 1997
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This Schedule 13E-4/A-2 dated June 18, 1997 amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 dated May 20, 1997 and the
amendment on Schedule 13E-4/A-1 of even date (the "Original Schedule 13E-4") of
United Foods, Inc., a Delaware corporation (the "Company"), filed with the
Securities and Exchange Commission (the "Commission") in connection with the
Company's offer to purchase, upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal (which
together constitute the "Original Offer"), up to 2,500,000 shares of Class A
common stock, par value $1.00 per share (the "Class A Common Stock") and up to
1,500,000 shares of Class B common stock, par value $1.00 per share (the "Class
B Common Stock" and, together with the Class A Common Stock, the "Shares") at a
price of $2.50 per Share, net to the seller in cash, without interest thereon.
Unless otherwise indicated herein, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Original Schedule
13E-4.
ITEM 1. SECURITY AND ISSUER.
(b)-(c) The information set forth in the Supplement, dated June 18, 1997,
to the Offer to Purchase is incorporated herein by reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the Supplement, dated June 18, 1997,
to the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) The information set forth in the Supplement, dated June 18, 1997, to
the Offer to Purchase is incorporated herein by reference.
(e) The information set forth in the Supplement, dated June 18, 1997, to
the Offer to Purchase is incorporated herein by reference.
(f) The information set forth in the Supplement, dated June 18, 1997, to
the Offer to Purchase is incorporated herein by reference.
(h) The information set forth in the Supplement, dated June 18, 1997, to
the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN THE SECURITIES OF THE ISSUER.
The information set forth in the Supplement, dated June 18, 1997, to the
Offer to Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in the Supplement, dated June 18, 1997, to the
Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in the Supplement, dated June 18, 1997,
to the Offer to Purchase is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(e) The information set forth in the Supplement, dated June 18, 1997, to
the Offer to Purchase is incorporated herein by reference.
2
<PAGE> 3
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(9) -- Supplement, dated June 18, 1997, to the Offer to Purchase.
(a)(10) -- Letter of Transmittal mailed with Supplement.
(a)(11) -- Notice of Guaranteed Delivery mailed with Supplement.
(a)(12) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees mailed with Supplement.
(a)(13) -- Letter to Stockholders for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees mailed
with Supplement.
(a)(14) -- Letter to Stockholders from Chairman and Chief Executive
Officer mailed with Supplement.
(a)(15) -- Press Release, dated June 17, 1997.
(b)(9) -- Sixth Amendment, dated June 17, 1997, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc. dated April 7, 1993.
(b)(10) -- Revolving Credit Agreement between United Foods, Inc. and
Cooperatieve Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 20, 1992, Exhibit 10.2 to
the Annual Report on Form 10-K of United Foods, Inc. filed
for the fiscal year ended February 28, 1993, is incorporated
by reference herein.
(b)(11) -- First Amendment, dated January 11, 1993, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank Nederland,"
Exhibit 10.5 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1993, is incorporated by reference herein.
(b)(12) -- Second Amendment, dated October 4, 1993, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank Nederland,"
Exhibit 10.7 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1994, is incorporated by reference herein.
(b)(13) -- Third Amendment, dated February 14, 1994, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank Nederland,"
Exhibit 10.8 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1994, is incorporated by reference herein.
(b)(14) -- Fourth Amendment, dated August 19, 1994, to that certain
Revolving Credit Agreement, between United Foods, Inc. and
Cooperatieve Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 29, 1992 Exhibit 10.11 to
the Annual Report on Form 10-K of United Foods, Inc. filed
for the fiscal year ended February 28, 1995, is incorporated
by reference herein.
(b)(15) -- Fifth Amendment, dated June 29, 1995, to that certain
Revolving Credit Agreement, between United Foods, Inc. and
Cooperatieve Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 28, 1992, Exhibit 10.16
to the Annual Report on Form 10-K of United Foods, Inc.
filed for the fiscal year ended February 29, 1996, is
incorporated by reference herein.
(b)(16) -- Amendment, dated August 1, 1995, to each of that certain
Term Loan Agreement and that certain Revolving Credit
Agreement, each dated August 20, 1992 between United Foods,
Inc. and Cooperatieve Centrale Raiffeisen -- Boerenleenbank
B.A., "Rabobank Nederland," Exhibit 10.17 to the Annual
Report on Form 10-K of United Foods, Inc. filed for the
fiscal year ended February 29, 1996, is incorporated by
reference herein.
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(b)(17) -- Sixth Amendment, dated October 31, 1996, to that certain
Revolving Credit Agreement, between United Foods, Inc. and
Cooperatieve Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 29, 1992, Exhibit 10.20
to the Annual Report on Form 10-K of United Foods, Inc.
filed for the fiscal year ended February 28, 1997, is
incorporated by reference herein.
(b)(18) -- Seventh Amendment, dated February 19, 1997, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank -- Nederland,"
Exhibit 10.21 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1997, is incorporated by reference herein.
(b)(19) -- Eighth Amendment, dated May 16, 1997, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank -- Nederland."
(b)(20) -- Ninth Amendment, dated June 17, 1997, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank -- Nederland."
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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.
By: /s/ DANIEL B. TANKERSLEY
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Daniel B. Tankersley
Vice Chairman and Secretary
Dated: June 18, 1997
5
<PAGE> 6
INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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(a)(1)* -- Offer to Purchase, dated May 19, 1997.
(a)(2)* -- Letter of Transmittal, dated May 19, 1997.
(a)(3)* -- Notice of Guaranteed Delivery.
(a)(4)* -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated May 19, 1997.
(a)(5)* -- Letter to Stockholders for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees, dated
May 19, 1997.
(a)(6)* -- Letter to Stockholders from Chairman and Chief Executive
Officer dated May 19, 1997.
(a)(7)* -- Press Release, dated May 16, 1997.
(a)(8)* -- Guidelines for Certification of Taxpayer Identification
Number in Substitute Form W-9.
(a)(9) -- Supplement, dated June 18, 1997, to the Offer to Purchase.
(a)(10) -- Letter of Transmittal mailed with Supplement.
(a)(11) -- Notice of Guaranteed Delivery mailed with Supplement.
(a)(12) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees mailed with Supplement.
(a)(13) -- Letter to Stockholders for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees mailed
with Supplement.
(a)(14) -- Letter to Stockholders from Chairman and Chief Executive
Officer mailed with Supplement.
(a)(15) -- Press Release, dated June 17, 1997.
(b)(1)* -- Loan Agreement, Revolving Credit Note and Security Agreement
between First American National Bank and United Foods, Inc.,
all dated April 7, 1993, Exhibit 10.6 to the Annual Report
on Form 10-K of United Foods, Inc. filed for the fiscal year
ended February 28, 1993, is incorporated by reference
herein.
(b)(2)* -- First Amendment dated June 29, 1994, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc., dated April 7, 1993, Exhibit
10.10 to the Annual Report on Form 10-K of United Foods,
Inc. filed for the fiscal year ended February 28, 1995, is
incorporated by reference herein.
(b)(3)* -- Second Amendment dated June 1, 1995, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc., dated April 7, 1993, Exhibit
10.12 to the Annual Report on Form 10-K of United Foods,
Inc. filed for the fiscal year ended February 29, 1996, is
incorporated by reference herein.
(b)(4)* -- Modification dated June 21, 1995, to that certain Revolving
Loan Agreement between First American National Bank and
United Foods, Inc., dated April 7, 1993, Exhibit 10.13 to
the Annual Report on Form 10-K of United Foods, Inc. filed
for the fiscal year ended February 29, 1996, is incorporated
by reference herein.
(b)(5)* -- Third Amendment dated September 1, 1995, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc., dated April 7, 1993, Exhibit
10.14 to the Annual Report on Form 10-K of United Foods,
Inc. filed for the fiscal year ended February 29, 1996, is
incorporated by reference herein.
(b)(6)* -- Modification dated December 31, 1995, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc., dated April 7, 1993, Exhibit
10.15 to the Annual Report on Form 10-K of United Foods,
Inc. filed for the fiscal year ended February 29, 1996, is
incorporated by reference herein.
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EXHIBIT
NO. DESCRIPTION
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(b)(7)* -- Fourth Amendment, dated February 7, 1997, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc., dated April 7, 1993, Exhibit
10.19 to the Annual Report on Form 10-K of United Foods,
Inc. filed for the fiscal year ended February 28, 1997, is
incorporated by reference herein.
(b)(8)* -- Fifth Amendment, dated May 15, 1997, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc. dated April 7, 1993.
(b)(9) -- Sixth Amendment, dated June 17, 1997, to that certain
Revolving Loan Agreement between First American National
Bank and United Foods, Inc. dated April 7, 1993.
(b)(10) -- Revolving Credit Agreement between United Foods, Inc. and
Cooperatieve Central Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 20, 1992, Exhibit 10.2 to
the Annual Report on Form 10-K of United Foods, Inc. filed
for the fiscal year ended February 28, 1993, is incorporated
by reference herein.
(b)(11) -- First Amendment, dated January 11, 1993, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank Nederland,"
Exhibit 10.5 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1993, is incorporated by reference herein.
(b)(12) -- Second Amendment, dated October 4, 1993, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank Nederland,"
Exhibit 10.7 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1994, is incorporated by reference herein.
(b)(13) -- Third Amendment, dated February 14, 1994, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank Nederland,"
Exhibit 10.8 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1994, is incorporated by reference herein.
(b)(14) -- Fourth Amendment, dated August 19, 1994, to that certain
Revolving Credit Agreement, between United Foods, Inc. and
Cooperatieve Central Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 29, 1992 Exhibit 10.11 to
the Annual Report on Form 10-K of United Foods, Inc. filed
for the fiscal year ended February 28, 1995, is incorporated
by reference herein.
(b)(15) -- Fifth Amendment, dated June 29, 1995, to that certain
Revolving Credit Agreement, between United Foods, Inc. and
Cooperatieve Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 28, 1992, Exhibit 10.16
to the Annual Report on Form 10-K of United Foods, Inc.
filed for the fiscal year ended February 29, 1996, is
incorporated by reference herein.
(b)(16) -- Amendment, dated August 1, 1995, to each of that certain
Term Loan Agreement and that certain Revolving Credit
Agreement, each dated August 20, 1992 between United Foods,
Inc. and Cooperatieve Centrale Raiffeisen -- Boerenleen Bank
B.A., "Rabobank Nederland," Exhibit 10.17 to the Annual
Report on Form 10-K of United Foods, Inc. filed for the
fiscal year ended February 29, 1996, is incorporated by
reference herein.
(b)(17) -- Sixth Amendment, dated October 31, 1996, to that certain
Revolving Credit Agreement, between United Foods, Inc. and
Cooperatieve Centrale Raiffeisen -- Boerenleenbank B.A.,
"Rabobank Nederland," dated August 29, 1992, Exhibit 10.20
to the Annual Report on Form 10-K of United Foods, Inc.
filed for the fiscal year ended February 28, 1997, is
incorporated by reference herein.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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(b)(18) -- Seventh Amendment, dated February 19, 1997, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank -- Nederland,"
Exhibit 10.21 to the Annual Report on Form 10-K of United
Foods, Inc. filed for the fiscal year ended February 28,
1997, is incorporated by reference herein.
(b)(19) -- Eighth Amendment, dated May 16, 1997, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank -- Nederland."
(b)(20) -- Ninth Amendment, dated June 17, 1997, to each of that
certain Term Loan Agreement and that certain Revolving
Credit Agreement, each dated August 20, 1992 between United
Foods, Inc. and Cooperatieve Centrale
Raiffeisen -- Boerenleenbank B.A., "Rabobank -- Nederland."
</TABLE>
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* Previously filed.
<PAGE> 1
UNITED FOODS, INC.
SUPPLEMENT TO
OFFER TO PURCHASE
THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JULY 3,
1997, UNLESS THE OFFER IS FURTHER EXTENDED.
The information included in this Supplement amends and supplements the
Offer to Purchase of United Foods, Inc., a Delaware corporation (the "Company"),
to purchase certain shares of its Class A Common Stock, par value $1.00 per
share (the "Class A Common Stock"), and Class B Common Stock, par value $1.00
per share (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Shares"). This Supplement amends the Offer to Purchase (which as
amended by this Supplement and together with the related revised Letter of
Transmittal, constitute the "Offer") by extending the Expiration Date and by
increasing the number of Shares offered to be purchased by the Company to up to
2,500,000 shares of Class A Common Stock and up to 1,500,000 shares of Class B
Common Stock, at a price of $2.50 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, this
Supplement and in the related revised Letter of Transmittal. The Offer is
further amended to add as a condition that the Company does not determine in its
sole judgment that there is a reasonable likelihood that, after purchase of the
Shares covered by the Offer, either the Class A Common Stock or the Class B
Common Stock will cease to qualify for continued listing on the American Stock
Exchange (the "Amex"). See "Certain Conditions of the Offer" and "Purpose of the
Offer; Certain Effects of the Offer" in this Supplement.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE AS AMENDED BY THIS SUPPLEMENT.
The Shares are listed and principally traded on the Amex. The Shares are
also listed and traded on the Pacific Exchange (the "PE"). On June 17, 1997, the
day on which the Company announced, after the close of trading, its intention to
amend the Offer, the closing sales price of the Class B Common Stock as reported
by the Amex was $2 1/8 per share. No sale of Class A Common Stock took place on
the Amex on June 17, 1997, but the then most recent sale was at $2 1/4 per share
on June 16, 1997. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR
THE SHARES. As of 4:00 p.m. Eastern time, June 17, 1997, a total of 2,433,855
shares of Class A Common Stock and 1,639,402 shares of Class B Common Stock had
been validly tendered and not withdrawn in response to the original Offer.
Questions and requests for assistance or for additional copies of this
Offer may be directed to the Information Agent at the address and telephone
number set forth on the back cover of this Offer to Purchase.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS
TO WHETHER ANY STOCKHOLDER SHOULD TENDER ANY OR ALL OF SUCH STOCKHOLDER'S SHARES
PURSUANT TO THE OFFER. EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
SUPPLEMENT, THE OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY
ON ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS, IF GIVEN
OR MADE, AS HAVING BEEN AUTHORIZED BY THE COMPANY.
June 18, 1997
<PAGE> 2
To the Holders of Class A and Class B Common Stock of United Foods, Inc.:
The following information amends and supplements the Offer to Purchase of
the Company pursuant to which the Company is offering to purchase up to
2,500,000 shares of Class A Common Stock and up to 1,500,000 shares of Class B
Common Stock at a price of $2.50 per Share, net to the seller in cash, upon the
terms and subject to the condition set forth in this Supplement, the Offer to
Purchase and the related Letter of Transmittal.
THE OFFER IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN SECTION 6 OF THE
OFFER TO PURCHASE, AS AMENDED BY THIS SUPPLEMENT, INCLUDING THE CONDITION THAT
THE COMPANY DOES NOT DETERMINE THAT THERE IS A REASONABLE LIKELIHOOD THAT, AFTER
PURCHASE OF THE SHARES COVERED BY THE OFFER, EITHER THE CLASS A COMMON STOCK OR
THE CLASS B COMMON STOCK WILL CEASE TO QUALIFY FOR CONTINUED LISTING ON THE
AMEX.
PROCEDURES FOR TENDERING SHARES ARE SET FORTH IN SECTION 3 OF THE OFFER TO
PURCHASE AS AMENDED BY THIS SUPPLEMENT. ALL SHARES THAT PREVIOUSLY HAVE BEEN
PROPERLY TENDERED AND NOT WITHDRAWN REMAIN PROPERLY TENDERED PURSUANT TO THE
OFFER AS AMENDED BY THIS SUPPLEMENT. SHAREHOLDERS WHO HAVE NOT TENDERED AND
DESIRE TO DO SO MAY USE EITHER THE REVISED LETTER OF TRANSMITTAL DELIVERED WITH
THIS SUPPLEMENT OR THE LETTER OF TRANSMITTAL DELIVERED TO THEM WITH THE OFFER TO
PURCHASE.
Except as amended by this Supplement, the terms and conditions set forth in
the Offer to Purchase and the Letter of Transmittal are applicable in all
respects to the Offer.
Stockholders are urged to read this Supplement, the Offer to Purchase and
the Letter of Transmittal carefully before deciding to tender their Shares.
INCREASE IN NUMBER OF SHARES
The number of Shares the Company is offering to purchase pursuant to the
Offer is increased to up to 2,500,000 shares of Class A Common Stock and up to
1,500,000 shares of Class B Common Stock. All references to the Company offering
to purchase up to 1,000,000 Shares in the Offer to Purchase and the Letter of
Transmittal initially delivered to stockholders are hereby amended to offer to
purchase up to 2,500,000 shares of Class A Common Stock and up to 1,500,000
shares of Class B Common Stock, as appropriate, unless the context requires
otherwise. The maximum number of Shares the Company is offering to purchase
represents approximately 37% of the Shares outstanding as of June 10, 1997, or
approximately 49% of the Class A Common Stock and 26% of the Class B Common
Stock outstanding as of June 10, 1997.
EXTENSION OF THE OFFER
The term "Expiration Date" as defined in Section 1, "Number of Shares;
Proration; Extension of the Offer," of the Offer to Purchase is amended to mean
5:00 p.m., New York City time, on Thursday, July 3, 1997, unless and until the
Company shall have extended the period of time during which the Offer is open,
in which event, the term "Expiration Date" shall refer to the latest time and
date at which the Offer, as so extended by the Company, shall expire.
PRORATION
If, prior to the Expiration Date, more than 2,500,000 shares of Class A
Common Stock (or such greater number of shares of Class A Common Stock as the
Company may elect to purchase pursuant to the Offer) are validly tendered and
not withdrawn, the Company will, upon the terms and subject to the conditions of
the Offer, buy shares of Class A Common Stock first from all stockholders who
beneficially owned as of the close of business on May 15, 1997, and continue to
beneficially own as of the Expiration Date, an aggregate of fewer than 100
shares of Class A Common Stock ("Class A Odd Lot Owners") who properly tender
and do not withdraw all their shares of Class A Common Stock and then on a pro
rata basis from all other stockholders whose shares of Class A Common Stock are
properly tendered and not withdrawn.
2
<PAGE> 3
If, prior to the Expiration Date, more than 1,500,000 shares of Class B
Common Stock (or such greater number of shares of Class B Common Stock as the
Company may elect to purchase pursuant to the Offer) are validly tendered and
not withdrawn, the Company will, upon the terms and subject to the conditions of
the Offer, buy shares of Class B Common Stock first from all stockholders who
beneficially owned as of the close of business on May 15, 1997, and continue to
beneficially own as of the Expiration Date, an aggregate of fewer than 100
shares of Class B Common Stock ("Class B Odd Lot Owners") who properly tender
and do not withdraw all their shares of Class B Common Stock and then on a pro
rata basis from all other stockholders whose shares of Class B Common Stock are
properly tendered and not withdrawn.
CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, subject to any applicable
rules and regulations under the Exchange Act, including Rule 13e-4(f), the
Company shall not be required to accept for payment, purchase or pay for any
shares tendered, may delay the acceptance for payment of or payment for any
Shares tendered, and may terminate or amend the Offer, if at any time after May
19, 1997 and prior to the time of payment for any such Shares (whether any
Shares have theretofore been accepted for payment, purchased or paid for
pursuant to the Offer) any of the conditions set forth in Section 6 of the Offer
to Purchase shall have occurred or if at any time after June 17, 1997 and prior
to the time of payment for any such Shares (whether any Shares have theretofore
been accepted for payment, purchased or paid for pursuant to the Offer) the
Company determines in its sole judgment that there is a reasonable likelihood
that, after purchase of the Shares covered by the Offer, the Class A Common
Stock or the Class B Common Stock will cease to qualify for continued listing on
the Amex. The Company currently believes that there is not a reasonable
likelihood that the Class A and Class B Common Stock will cease to qualify for
continued listing on the Amex following the purchase of the Shares in the Offer.
See "Purpose of the Offer; Certain Effects of the Offer."
PRICE RANGE OF SHARES
The table setting forth the price range of the Shares in Section 7, "Price
Range of the Shares; Dividends," of the Offer to Purchase is supplemented by
adding the following share price information with respect to Fiscal Year 1998:
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
PRICE RANGE PRICE RANGE
------------- -------------
HIGH LOW HIGH LOW
----- ----- ----- -----
<S> <C> <C> <C> <C>
FISCAL YEAR 1998
Quarter ended May 31, 1997.............................. 2 1/8 1 7/16 2 3/16 1 9/16
</TABLE>
On June 17, 1997, the day on which the Company announced, after the close
of trading, its intention to amend the Offer, the closing sales price of the
Class B Common Stock as reported by the Amex was $2 1/8 per share. No sale of
Class A Common Stock occurred on June 17, 1997, but the then most recent sale
was at $2 1/4 per share on June 16, 1997. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES.
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The following discussion contains forward-looking statements which involve
risks and uncertainties. The Company's actual results may differ materially from
the results discussed in forward-looking statements. Factors that might cause
such a difference include, but are not limited to, the matters discussed below
as well as factors described in the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1997.
On June 17, 1997, the Company's Board of Directors unanimously determined
to increase the number of Shares covered by the Offer to an amount to be
determined by the Executive Committee of the Board of Directors up to 4,000,000
Shares and authorized the Executive Committee to determine the number of shares
of each class of stock to be covered by the Offer up to a combined total of
4,000,000 Shares. In connection with the increase in the number of Shares
covered by the Offer, the Board determined that it would be prudent to add as a
condition that the Company does not determine, in its sole judgment, that there
is a reasonable
3
<PAGE> 4
likelihood that, after the purchase of the Shares covered by the Offer, either
the Class A Common Stock or the Class B Common Stock will cease to qualify for
continued listing on the Amex. As described below, the Company currently
believes that, after the purchase of the Shares covered by the Offer, there will
not be a reasonable likelihood that the Class A or Class B Common Stock will
cease to qualify for continued listing on the Amex.
On June 17, 1997, the Executive Committee of the Company's Board of
Directors unanimously determined to increase the number of Shares covered by the
Offer to up to 2,500,000 shares of Class A Common Stock and up to 1,500,000
shares of Class B Common Stock.
The Company's Board of Directors based its determination to increase the
number of Shares covered by the Offer on the desire to accommodate the interests
of all stockholders who may wish to tender Shares in the Offer as well as the
Company's continuing belief that the current market prices of the Shares do not
adequately reflect the value of the Company's business, assets and prospects and
that the Shares represent an attractive investment opportunity for the Company
and a good use of a substantial portion of the cash, cash equivalents and credit
it has available. The Offer will afford to stockholders the opportunity to
dispose of Shares without the usual transaction costs associated with a market
sale. Stockholders whose Shares are not purchased in the Offer will obtain an
increase in their ownership interest in the Company and thus in the Company's
assets and future earnings, subject to the Company's right to sell or issue
additional shares and other equity securities.
Shares the Company acquires pursuant to the Offer initially will be held in
the Company's treasury or retired (or a combination thereof) and will be
available for the Company to issue without further stockholder action (except as
required by applicable law or the rules of the Amex or the PE) for such purposes
as, among others, the acquisition of other businesses, the raising of additional
capital for use in the Company's business, the distribution of stock dividends
and the implementation of, or the satisfaction of obligations under, employee
benefit plans. The Company has no present plans for the use of the Shares
acquired pursuant to the Offer.
The Company has been advised that none of its directors or executive
officers (other than W. Donald Dresser, the Company's Executive Vice President
and Director of Development) and none of the members of the Tankersley family
currently intend to tender Shares pursuant to the Offer. Mr. Dresser owns 88,500
shares of Class A Common Stock and 56,800 shares of Class B Common Stock and has
indicated that he intends to tender all Shares that he owns.
James I. Tankersley and Daniel B. Tankersley have advised the Company that
the Offer is not a "Rule 13e-3 transaction" or a step in any series of
transactions constituting a Rule 13e-3 transaction. A Rule 13e-3 transaction
(also known as a "going private" transaction) is defined in Rule 13e-3 under the
Exchange Act to include a transaction such as the Offer if it has either a
reasonable likelihood or a purpose of producing, either directly or indirectly,
the effect of causing a class of equity securities that is registered under
Section 12(b) or 12(g) of the Exchange Act to be neither listed on the Amex, the
PE or another national securities exchange nor authorized to be quoted on an
inter-dealer quotation system of a registered national securities association.
The Offer would also be deemed a Rule 13e-3 transaction if it has a reasonable
likelihood or purpose of causing, directly or indirectly, the Class A Common
Stock or the Class B Common Stock to be held of record by less than 300 persons.
As of May 31, 1997, there were 2,227 record holders of Class A Common Stock and
1,767 record holders of Class B Common Stock.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of stockholders, which could adversely affect the liquidity and market
value of the remaining Shares. Nonetheless, the Company believes that there
still will be a sufficient number of Shares outstanding and publicly traded
following the consummation of the Offer to ensure a continued trading market in
the Shares.
According to the Amex's published guidelines, the Amex would consider
delisting the shares of Class A Common Stock or Class B Common Stock if, among
other things, the number of holders of round lots of such class should fall
below 300, the number of publicly held shares of such class (exclusive of
holdings of officers,
4
<PAGE> 5
directors, their immediate families and other concentrated holdings of 10% or
more ("Amex Excluded Holdings"), should drop below 200,000 shares or the
aggregate market price of publicly held shares of such class (exclusive of Amex
Excluded Holdings) should fall below $1,000,000. As of May 19, 1997, there were
1,446 record holders of round lots of Class A Common Stock and 1,055 record
holders of round lots of Class B Common Stock. Based on the number of shares
outstanding and share ownership as of June 10, 1997, there would be, exclusive
of Amex Excluded Holdings, 1,556,775 publicly held shares of Class A Common
Stock and 1,321,856 publicly held shares of Class B Common Stock following the
purchase of all of the Shares covered by the Offer. The published guidelines of
the Amex also state that any development which substantially reduces the number
of holders of shares of a listed class may occasion review of continued listing
by Amex. The Board of Directors does not believe any such review would result in
delisting of the shares of Class A Common Stock or Class B Common Stock as a
result of the Offer.
According to the PE's published guidelines, the PE would consider delisting
the shares of Class A Common Stock or Class B Common Stock if, among other
things, the number of holders of shares of such class should fall below 800, the
number of publicly held shares of such class (exclusive of holdings of officers,
directors, their immediate families and other concentrated holdings of 10% or
more ("PE Excluded Holdings"), should drop below 500,000 or the aggregate market
price of publicly held shares of such class (exclusive of PE Excluded Holdings)
should fall below $3,000,000. The published guidelines of the PE also state that
it will examine qualitative criteria, which may include unwarranted use of
company funds for the repurchase of equity securities as a factor which could
lead to delisting. It is possible that the repurchase of Shares pursuant to the
Offer could result in the delisting of either or both of the Class A Common
Stock and the Class B Common Stock from the PE, particularly in view of the
market value requirement for each class. However, the Board of Directors does
not believe the purchase of Shares pursuant to the Offer is reasonably likely to
result in the delisting of either the Class A Common Stock or the Class B Common
Stock from the Amex.
The market value of the Shares remaining after the Company's purchase of
Shares pursuant to the Offer may be adversely affected by the reduced number of
publicly held Shares or because the Purchase Price is substantially in excess of
recent market prices at which the Shares have traded prior to announcement of
the Company's intention to commence the Offer. The Company has not undertaken
any studies or made any analysis of the market prices at which the remaining
Shares are likely to trade following consummation of the Offer, and can provide
no assurance as to the market value of the Shares following the Company's
purchase pursuant to the Offer.
The reduction in cash assets and the increased borrowings resulting from
purchase of Shares pursuant to the Offer will reduce the resources of the
Company available to make acquisitions and other capital investments. While the
Company regularly reviews its business strategy and evaluates various options
available to it, the Company does not currently contemplate any acquisition or
other strategic investment.
It is possible that the purchase of Shares pursuant to the Offer may cause
an "ownership change" with respect to the Company within the meaning of Section
382 of the Internal Revenue Code of 1986, as amended (the "Code"). Generally, an
ownership change would be deemed to occur if, immediately following the
Company's purchase of Shares pursuant to the Offer, the percentage of Shares
owned by one or more stockholders who then own five percent or more of the
outstanding Shares has increased, in the aggregate, by more than 50 percentage
points over the lowest percentage owned by such stockholders during the
three-year period ending on the day that the Shares tendered pursuant to the
Offer are purchased by the Company. The purchase of Shares pursuant to the Offer
will continue to affect the determination of whether an ownership change occurs
at some point in the next three years. If the Company experiences an ownership
change, its ability to offset taxable income generated in taxable periods ending
after the ownership change with its existing net operating loss carryforwards
and the general business and minimum tax credit carryforwards will be subject to
an annual limitation. The amount of the annual limitation is equal to the
product of the value of the Company's outstanding stock determined after the
completion of the Company's purchase of Shares pursuant to the Offer or future
triggering event (reduced by certain capital contributions made in the two-year
period prior to the ownership change) and the "long-term tax-exempt rate"
(determined monthly and, for ownership changes occurring in the month of May,
1997, 5.64%). The Company will be required to pay federal income
5
<PAGE> 6
taxes in any year in which its taxable income exceeds the annual limitation,
notwithstanding the existence of the net operating loss carryforwards and the
general business and minimum tax credit carryforwards. The Company cannot
predict whether an ownership change will occur as a result of the purchase of
Shares pursuant to the amended Offer. If an ownership change does occur, the
effect would depend upon the number and value of Shares remaining outstanding
after such purchase and the federal long-term tax-exempt rate for the month of
the ownership change; thus, this effect cannot be predicted with certainty. The
Company, however, no longer has a net operating loss carryforward. Although the
Company does have significant general business and minimum tax carryforwards,
the use of these carryforwards is already limited by other sections of the Code.
Accordingly, the Company does not believe that any limitation on the use of such
carryforwards triggered by an ownership change will result in a material adverse
change in the Company's financial condition or results of operations.
As of June 10, 1997 the Company had issued and outstanding 10,809,929
Shares and had reserved for issuance upon exercise of outstanding stock options
829,384 Shares. Pursuant to the United Foods, Inc. Second Management Retirement
Plan dated February 26, 1997, all holders of outstanding options have agreed to
refrain from exercising such options in consideration of deferred compensation
as provided in the plan. The 4,000,000 Shares the Company is offering to
purchase represent approximately 37% of the Shares outstanding as of June 10,
1997. With respect to the election of directors, the holders of Class A Common
Stock are entitled to elect 25% (or the next highest whole number) of the
Company's Board of Directors, and the holders of the Class B Common Stock are
entitled to elect the remaining directors. On matters requiring the two classes
of common stock to vote together, the holders of Class A Common Stock are
entitled to 1/10 vote per share and the holders of Class B Common Stock are
entitled to one vote per share. As of June 10, 1997 the Company's directors and
executive officers as a group (14 persons) beneficially owned 4,412,395 shares
of Class A Common Stock and 2,928,798 shares of Class B Common Stock,
representing approximately 50.7% of the Class A Common Stock and 51.4% of the
Class B Common Stock. As of June 10, 1997, the Company's directors and executive
officers as a group directly owned 817,713 shares of Class A Common Stock and
2,928,798 shares of Class B Common Stock, representing approximately 16% of the
Class A Common Stock and 51.4% of the Class B Common Stock. As of June 10, 1997
James I. Tankersley and Daniel B. Tankersley beneficially owned 3,265,591 shares
of Class A Common Stock and 2,866,198 shares of Class B Common Stock,
representing approximately 40.9% of the Class A Common Stock and 50.3% of the
Class B Common Stock. Beneficial ownership of the Class A Common Stock as set
forth above includes beneficial ownership of Shares of Class A Common Stock
which may be acquired upon the conversion of Class B Common Stock or upon the
exercise of outstanding options. As of June 10, 1997 James I. Tankersley and
Daniel B. Tankersley directly owned 399,393 shares of Class A Common Stock and
2,866,198 shares of Class B Common Stock, representing approximately 7.8% of the
Class A Common Stock, and 50.3% of the Class B Common Stock, respectively.
Based on the Shares outstanding on June 10, 1997, the percentage of the
outstanding Class A Common Stock and Class B Common Stock beneficially owned by
the Company's directors and executive officers as a group may increase as a
result of the Offer to as much as 69.3% of the Class A Common Stock and 68.5% of
the Class B Common Stock, respectively, and the percentage of the outstanding
Class A Common Stock and Class B Common Stock directly owned by the Company's
directors and executive officers as a group may increase as a result of the
Offer to as much as 27.9% of the Class A Common Stock and 68.5% of the Class B
Common Stock, respectively. The foregoing percentages reflect the purchase of
the Shares that Mr. Dresser, the Company's Executive Vice President and Director
of Development, has indicated that he intends to tender. The percentage of the
outstanding Class A Common Stock and Class B Common Stock beneficially owned by
James I. Tankersley and Daniel B. Tankersley may increase as a result of the
Offer to as much as 59.6% of the Class A Common Stock and 68.3% of the Class B
Common Stock, respectively, and the percentage of the outstanding Class A Common
Stock and Class B Common Stock directly owned by James I. Tankersley and Daniel
B. Tankersley may increase as a result of the Offer to as much as 15.3% of the
Class A Common Stock and 68.3% of the Class B Common Stock, respectively.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. Following the
6
<PAGE> 7
repurchase of Shares pursuant to the Offer, the Company believes the Shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
The Shares are registered under the Exchange Act which requires, among
other things, that the Company furnish certain information to its stockholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company does not believe that
the purchase by the Company of Shares pursuant to the Offer will result in the
Shares becoming eligible for deregistration under the Exchange Act.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Historical and Unaudited Pro Forma Financial Information. The table below
sets forth summary historical financial information for the Company and summary
unaudited pro forma financial information giving effect to the purchase of
4,000,000 Shares pursuant to the Offer. The historical financial information for
the fiscal years ended February 29, 1996 and February 28, 1997 (other than the
ratios of earnings to fixed charges) has been derived from, and should be read
in conjunction with, the audited consolidated financial statements of the
Company contained in the Company's Annual Report on Form 10-K for the year ended
February 28, 1997, which is hereby incorporated herein by reference. The summary
historical financial information should be read in conjunction with, and is
qualified by reference to, the audited financial information and related notes
thereto from which it has been derived. The summary unaudited pro forma
financial information gives effect to the purchase of Shares pursuant to the
Offer, based on certain assumptions described below, as if it had occurred on
March 1, 1996 with respect to income statement data and on February 28, 1997
with respect to balance sheet data. The unaudited pro forma financial
information should be read in conjunction with the historical financial
information incorporated herein by reference and does not purport to be
indicative of the results that would actually have been obtained had the
purchase of the Shares pursuant to the Offer been completed at the dates
indicated or that may be obtained in the future.
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA INFORMATION
SUMMARY HISTORICAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED
FEBRUARY 28 OR 29,
-----------------------
1997 1996
---------- ----------
(AMOUNTS IN THOUSANDS
EXCEPT PER
SHARE DATA AND RATIOS)
<S> <C> <C>
STATEMENT OF OPERATIONS INFORMATION:
Net sales and service revenue............................... $ 195,820 $ 191,714
Net income (loss)........................................... 922 (660)
Earnings (loss) per share of common stock and common stock
equivalents............................................... $ 0.08 $ (0.06)
Weighted average common stock and common stock equivalents
outstanding............................................... 11,077 11,470
Ratio of Earnings to Fixed Charges(a)....................... 1.39 to 1 0.74 to 1
BALANCE SHEET INFORMATION:
Working capital............................................. $ 40,738 $ 42,164
Total assets................................................ 119,108 128,188
Total assets, less goodwill................................. 119,108 128,188
Total indebtedness.......................................... 63,652 73,654
Stockholders' equity........................................ $ 55,456 $ 54,534
Shares outstanding.......................................... 10,810 10,810
Book value per share........................................ $ 5.13 $ 5.04
</TABLE>
- ---------------
(a) Earnings used in computing the ratio of earnings to fixed charges consists
of income before fixed charges and income taxes. Fixed charges consist of
interest expense.
7
<PAGE> 8
PRO FORMA PURCHASE OF
2,500,000 SHARES OF CLASS A COMMON STOCK AND
1,500,000 SHARES OF CLASS B COMMON STOCK
AT $2.50 PER SHARE
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28, 1997
-------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ------------ -------------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA
AND RATIOS)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS INFORMATION:
Net sales and service revenue............................. $ 195,820 $ 195,820
Net income (loss)......................................... 922 $ (536) 386
Earnings (loss) per share of common stock and common stock
equivalents............................................. $ 0.08 $ (.03) $ 0.05
Weighted average common stock and common stock equivalents
outstanding............................................. 11,077 (4,000) 7,077
Ratio of Earnings to Fixed Charges(a)..................... 1.39 to 1 1.13 to 1
</TABLE>
<TABLE>
<CAPTION>
AT FEBRUARY 28, 1997
-------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA
------------ ------------ -------------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA
AND RATIOS)
<S> <C> <C> <C>
BALANCE SHEET INFORMATION:
Working capital........................................... $ 40,738 $ 40,738
Total assets.............................................. 119,108 119,108
Total assets, less goodwill............................... 119,108 119,108
Total indebtedness........................................ 63,652 $ 10,300 73,952
Stockholders' equity...................................... $ 55,456 (10,300) $ 45,156
Shares outstanding........................................ 10,810 (4,000) 6,810
Book value per share...................................... $ 5.13 $ 6.63
</TABLE>
- ---------------
(a) Earnings used in computing the ratio of earnings to fixed charges consists
of income before fixed charges and income taxes. Fixed charges consist of
interest expense.
SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 2,500,000 shares of Class A Common
Stock and 1,500,000 shares of Class B Common Stock pursuant to the Offer, the
total amount required by the Company to purchase such Shares and pay related
fees and expenses will be approximately $10,300,000. The Company anticipates
that it will fund the purchase of Shares pursuant to the Offer and the payment
of related fees and expenses from available cash or by borrowings under that
certain Loan Agreement, Revolving Credit Note and Security Agreement between
First American National Bank ("First American") and the Company dated April 7,
1993, as amended (the "First American Revolver") and/or that certain Revolving
Credit Agreement between Cooperatieve Centrale Raiffeisen -- Boerenleenbank
B.A., "Rabobank Nederland" and the Company dated August 20, 1992, as amended
(the "Rabobank Revolver").
The Company has available credit of $18,000,000 under the First American
Revolver at a rate equal to First American's prime rate or an Euro dollar rate,
at the Company's option. The First American Revolver matures on June 1, 2000.
Any indebtedness incurred pursuant to the First American Revolver is secured by
certain of the Company's accounts receivable and inventory. The First American
Revolver contains certain restrictive covenants including covenants pertaining
to minimum tangible net worth, working capital, the ratio of debt to equity and
a coverage ratio. Effective June 17, 1997, the First American Revolver,
including the minimum net worth covenant, was amended to permit stock
repurchases by the Company to up to $10,000,000 for the fiscal year ending
February 28, 1998. The Company anticipates that any borrowings to
8
<PAGE> 9
purchase Shares in the Offer under the First American Revolver will be repaid
from cash generated from the Company's operations.
The Company has available credit of $3,000,000 under the Rabobank Revolver
at a rate equal to the Term Federal Funds Rate plus 1.3% . The Rabobank Revolver
matures on August 31, 1999. Any indebtedness incurred pursuant to the Rabobank
Revolver is secured by the accounts receivable and inventory of the Company's
Pictsweet Mushroom Farms division. The Rabobank Revolver contains certain
restrictive covenants including covenants pertaining to minimum tangible net
worth, working capital and the ratio of debt to equity. Effective June 17, 1997,
the Rabobank Revolver, including the minimum net worth covenant, was amended to
permit stock repurchases by the Company up to $10,000,000 for the fiscal year
ending February 28, 1998. The Company anticipates that any borrowings to
purchase Shares in the Offer under the Rabobank Revolver will be repaid from
cash generated from the Company's operations.
UNITED FOODS, INC.
June 18, 1997
9
<PAGE> 10
UNITED FOODS, INC.
SUPPLEMENT TO
OFFER TO PURCHASE
The Depositary for the Offer is:
First Union National Bank of North Carolina
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand Delivery or
First Union National Bank (704) 590-7628 Overnight Courier:
of North Carolina (For Eligible Institutions Only) First Union National Bank
40 Broad Street, Suite Confirm by Telephone: of North Carolina
550 (800) 829-8432 40 Broad Street, Suite 500
New York, New York 10004 New York, New York
</TABLE>
Any questions or requests for assistance or for additional copies of the
Offer to Purchase, this Supplement or the Letter of Transmittal may be directed
to the Information Agent. Stockholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005-4495
Call Toll Free (800) 549-6864
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
OF
UNITED FOODS, INC.
PURSUANT TO ITS OFFER TO PURCHASE
DATED MAY 20, 1997
AS AMENDED BY THE SUPPLEMENT DATED JUNE 18, 1997
This Letter of Transmittal (the "Letter of Transmittal") is to be
completed, signed and mailed or delivered by the holders (the "stockholders") of
Class A Common Stock, par value $1.00 per share ("Class A Common Stock") and
Class B Common Stock, par value $1.00 per share (the "Class B Common Stock" and,
together with the Class A Common Stock, the "Shares") of United Foods, Inc., a
Delaware corporation (the "Company"), who wish to tender their Shares at a price
of $2.50 per Share, net to the Seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 20, 1997 (the "Offer to
Purchase"), the Supplement dated June 18, 1997 (the "Supplement") and this
Letter of Transmittal (which together with the Offer to Purchase, as amended by
the Supplement, constitute the "Offer").
THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JULY 3, 1997, (AS SUCH DATE MAY BE EXTENDED, THE "EXPIRATION DATE").
The Depositary for the Offer is:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
<TABLE>
<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand Delivery or
First Union National Bank (704) 590-7628 Overnight Courier:
of North Carolina (For Eligible Institutions Only) First Union National Bank
40 Broad Street, Suite 550 Confirm by Telephone: of North Carolina
New York, New York 10004 (800) 829-8432 40 Broad Street, Suite 500
New York, New York
</TABLE>
FOR INFORMATION CALL THE INFORMATION AGENT:
D.F. KING & CO., INC.
(800) 549-6864
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS
COMPLETED.
This Letter of Transmittal can be used only if (a) Shares are to be
delivered herewith or (b) Shares are being delivered concurrently by book-entry
transfer to the account maintained by the Depositary at The Depository Trust
Company (the "DTC") or the Philadelphia Depository Trust Company (the "PDTC")
(collectively, the "Book-Entry Transfer Facilities") as set forth in Section 3
of the Offer to Purchase (as defined below).
Stockholders who cannot deliver the certificates for their Shares to the
Depositary prior to the Expiration Date (as defined in the Supplement) or who
cannot complete the procedure for book-entry transfer on a timely basis or who
cannot deliver a Letter of Transmittal and all other required documents to the
Depositary prior to the Expiration Date, in any such case, must tender their
Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase. See Instruction 2. Delivery of documents to the Company
or to a Book-Entry Transfer Facility does not constitute a valid delivery.
The name(s) and address(es) of the registered holder(s) should be printed
below, if they are not already printed below, exactly as they appear on the
certificate(s) representing the Shares tendered herewith. The certificate(s) and
the number of Shares that the registered holder(s) wish(es) to tender should be
indicated in the appropriate boxes below.
<PAGE> 2
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 5 AND 7)
- ------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------
NUMBER OF
CLASS AND SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in the
event of proration.*** (Attach additional signed list if necessary).
1st: ---------------------- 2nd:---------------------- 3rd:---------------------- 4th: --------
- -------------------------------------------------------------------------------------------------------
* Need not be completed by Stockholders delivering Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates
delivered to the Depositary are being tendered. See Instruction 4.
*** If you do not designate an order, then in the event less than all Shares are purchased due to
proration, Shares will be selected for purchase by the Depositary.
------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
- --------------------------------------------------------------------------------
Check Box of Book-Entry Transfer Facility: [ ] DTC [ ] PDTC Account No.
-------
Transaction Code No.
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Stockholder(s)
- -----------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
- ---------------------------------------------------------
Name of Institution which Guaranteed Delivery
- --------------------------------------------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution
- --------------------------------------------------------------------------------
Check Box of Book-Entry Transfer Facility: [ ] DTC [ ] PDTC Account No.
------
Transaction Code No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 4)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on May 15, 1997, an
aggregate of fewer than 100 shares of Class A Common Stock or Class B
Common Stock.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on May 15, 1997
and will continue to be the beneficial owner as of the Expiration Date,
of an aggregate of fewer than 100 shares of Class A Common Stock or
Class B Common Stock, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
which:
(a) is tendering, for the beneficial owners thereof, shares with respect to
which it is the record holder; and
(b) believes, based upon representations made to it by such beneficial
owners, that each person was the beneficial owner as of the close of
business on May 15, 1997 and each such person will continue to be the
beneficial owner as of the Expiration Date, of an aggregate of fewer
than 100 shares of Class A Common Stock or Class B Common Stock and is
tendering all such shares.
- --------------------------------------------------------------------------------
3
<PAGE> 4
LADIES AND GENTLEMEN:
The undersigned hereby tenders to United Foods, Inc., a Delaware
corporation (the "Company"), the above-described Shares, pursuant to the
Company's offer to purchase up to 2,500,000 shares of Class A Common Stock and
up to 1,500,000 shares of Class B Common Stock at a price of $2.50 per Share
(the "Purchase Price"), net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 20, 1997 (the "Offer
to Purchase") as amended by the Supplement dated June 18, 1997 (the
"Supplement"), receipt of both which is hereby acknowledged, and in this Letter
of Transmittal (which together constitute the "Offer").
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith in accordance with the terms of the Offer (including,
if the Offer is further extended or amended, the terms or conditions of any such
extension or amendment), the undersigned hereby sells, assigns and transfers to
or upon the order of the Company all right, title and interest in and to all the
Shares that are being tendered hereby, or orders the registration of such Shares
delivered by book-entry transfer, that are purchased pursuant to the Offer and
hereby irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to:
(a) deliver certificates for such Shares, or transfer ownership of
such Shares on the account books maintained by any of the Book-Entry
Transfer Facilities, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the
Company, upon receipt by the Depositary, as the undersigned's agent, of the
Purchase Price with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer
on the books of the Company; and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants that:
(a) the undersigned has a "net long position" in the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and the undersigned has full power and
authority to validly tender, sell, assign and transfer the Shares tendered
hereby;
(b) the tender of Shares by the undersigned complies with Rule 14e-4;
(c) when and to the extent the Company accepts the Shares for
purchase, the Company will acquire good, marketable and unencumbered title
to the Shares, free and clear of all security interests, liens, charges,
encumbrances, conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim;
(d) on request, the undersigned will execute and deliver any
additional documents the Depositary or the Company deems necessary or
desirable to complete the assignment, transfer and purchase of the Shares
tendered hereby; and
(e) the undersigned has read and agrees to all the terms of the Offer
as amended by the Supplement.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase as amended by the Supplement, the Company may terminate or
further amend the Offer or may postpone the acceptance for payment of, or the
payment for, Shares tendered or may not be required to accept for payment any of
the Shares tendered herewith or may accept for payment fewer than all of the
Shares tendered herewith.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase as amended by the
Supplement and in the instructions hereto will
4
<PAGE> 5
constitute an agreement between the undersigned and the Company upon the terms
and subject to the conditions of the Offer.
All authority herein conferred, or agreed to be conferred, shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase as amended by the Supplement, this tender is irrevocable.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price and/or return or issue the certificate(s)
evidencing any Shares not tendered or not accepted for payment in the name(s) of
the registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the Purchase Price and/or the certificate(s)
evidencing any Shares not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address of the registered holder(s) appearing
under "Description of Shares Tendered." In the event that both the "Special
Delivery Instructions" and "Special Payment Instructions" are completed, please
issue the check for the Purchase Price and/or issue or return the certificate(s)
evidencing any Shares not tendered or accepted for payment in the name(s) of,
and deliver said check and/or certificate(s) to, the person or persons so
indicated. In the case of book-entry delivery of Shares, please credit the
account maintained at the Book-Entry Transfer Facility indicated above with any
Shares not accepted for payment. The undersigned recognizes that the Company has
no obligation pursuant to the "Special Payment Instructions" to transfer any
Shares from the name(s) of the registered holder(s) thereof if the Company does
not accept for payment any of the Shares so tendered.
---------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6, 7, 8 AND 9)
To be completed ONLY if the check for the aggregate Purchase Price of
Shares purchased and/or certificates for Shares not tendered or not
purchased are to be issued in the name of someone other than the
undersigned.
Issue [ ] check, and/or [ ] certificates to:
Name
---------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------
---------------------------------------------------------------
(INCLUDE ZIP CODE)
(SEE FORM W-9 ON REVERSE SIDE)
---------------------------------------------------------------
(TAXPAYER IDENTIFICATION NO.)
---------------------------------------------------------------
---------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7)
To be completed ONLY if the check for the aggregate Purchase Price of
Shares purchased and/or certificates for Shares not tendered or not
purchased are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the undersigned's
signature(s).
Mail [ ] check, and/or [ ] certificates to:
Name
---------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------
---------------------------------------------------------------
(INCLUDE ZIP CODE)
(SEE FORM W-9 ON REVERSE SIDE)
---------------------------------------------------------------
(TAXPAYER IDENTIFICATION NO.)
---------------------------------------------------------------
5
<PAGE> 6
SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Dated:
---------------, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
Name(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- ---------------------------------------------------------------------------
Tax Identification Number
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Title
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and
Telephone Number
- --------------------------------------------------------------------------------
Dated: , 1997
- ---------------------------
6
<PAGE> 7
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct taxpayer identification number ("TIN") and, if applicable,
make certain certifications on Substitute Form W-9 below. If the Depositary is
not provided with the correct TIN, or if any other information is not correctly
provided, the Internal Revenue Service may subject the stockholder or other
payee to a $50 penalty. In addition, payments that are made to such stockholder
or other payee with respect to Shares purchased pursuant to the Offer may be
subject to 31% backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements and should indicate their status by writing "exempt" across the
face of the Substitute Form W-9. In order for a foreign individual to qualify as
an exempt recipient, the stockholder must submit a Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-8
can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any such payments made to the stockholder or other payee. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
To prevent backup withholding, each stockholder must complete Parts 1 and 2
of the Substitute Form W-9 below. In Part 1 of the Substitute Form W-9, the
stockholder must give the Depositary the TIN (e.g., social security number or
employer identification number) of the record owner of the Shares or of the last
transferee attached to, or endorsed on, the certificates evidencing the Shares.
If the Shares are registered in more than one name or are not registered in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report. In Part 2 of the Substitute Form W-9, the stockholder
must certify that the TIN provided in Part 1 is correct and that (i) the
stockholder is exempt from backup withholding, (ii) the stockholder has not been
notified by the Internal Revenue Service that such stockholder is subject to
backup withholding as a result of a failure to report all interest or dividends,
or (iii) the Internal Revenue Service has notified the stockholder that such
stockholder is no longer subject to backup withholding. The box in Part 3 of the
Substitute Form W-9 may be checked if the tendering stockholder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the near
future. If the box in Part 3 is checked, the stockholder or other payee must
also complete the Certificate of Awaiting Taxpayer Identification Number below
Part 3 in order to avoid backup withholding. Notwithstanding that the box in
Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number
is completed, the Depositary will withhold 31% on all payments made prior to the
time a properly certified TIN is provided to the Depositary.
7
<PAGE> 8
Please print or type
<TABLE>
<S> <C> <C>
Form W-9 Give form to the requester. Do
(Rev. December 1996) REQUEST FOR TAXPAYER NOT send to the IRS
Department of the Treasury IDENTIFICATION NUMBER AND CERTIFICATION
Internal Revenue Service
Name (If a joint account or you changed your name, see Specific Instructions on page 2.)
Business name, if different from above. (See Specific Instructions on page 2.)
Check appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ] Other .........
Address (number, street, and apt. or suite no.) Requester's name and address
(optional)
City, state and ZIP code
PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
Enter your TIN in the appropriate box. For individuals, Social security number List account number(s) here
this is your social security number (SSN). However, if (optional)
you are a resident alien OR a sole proprietor, see the
instructions on page 2. For other entities, it is your PART II FOR PAYEES EXEMPT FROM
employer identification number (EIN). If you do not have BACKUP WITHHOLDING
a number, see HOW TO GET A TIN on page 2. (See the instructions on page 2.)
NOTE: If the account is in more than one name, see the OR
chart on page 2 for guidelines on whose number to enter.
Employer Identification
number
PART III CERTIFICATION
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to
me), and
2. I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all
interests or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS. -- You must cross out item 2 above if you have been notified by the IRS that you are currently
subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate
transactions, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation
of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and
dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page
2.)
SIGN HERE Signature Date
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN A BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
8
<PAGE> 9
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office, or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
<TABLE>
<S> <C>
- ------------------------------------------------------------ ------------------------------
SIGNATURE DATE
</TABLE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a firm which is an "Eligible Institution" (as
defined in the Offer to Purchase). Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
owner of the Shares (which term, for purposes of this document, shall include
any participant in one of the Book-Entry Transfer Facilities whose name appears
on a security position listing as the owner of Shares) tendered herewith and
such holder(s) have not completed either of the boxes entitled "Special Payment
Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
or (b) such Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF THE LETTER OF TRANSMITTAL AND SHARES
This Letter of Transmittal is to be used only if (a) certificates for
Shares are to be forwarded herewith or (b) delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, as amended by the Supplement. Certificates for all physically
delivered Shares, or a confirmation of a book-entry transfer of all Shares
delivered electronically into the Depositary's account at one of the Book-Entry
Transfer Facilities, together in each case with a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal by the Expiration Date (as
defined in the Supplement). Delivery of documents to one of the Book-Entry
Transfer Facilities does not constitute delivery to the Depositary.
Stockholders who cannot deliver the certificates for their Shares to the
Depositary prior to the Expiration Date or who cannot complete the procedure for
book-entry transfer on a timely basis or who cannot deliver a Letter of
Transmittal and all other required documents to the Depositary by the Expiration
Date must tender their Shares pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase, as amended by the Supplement.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company must be
received (by hand, mail or facsimile transmission) by the Depositary by the
Expiration Date and (c) the certificates for all physically delivered Shares, in
proper form for transfer (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), together with a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and any required signature guarantees and
any other documents required by this Letter of Transmittal, must be received by
the Depositary within three American Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in Section 3
of the Offer to Purchase, as amended by the Supplement.
9
<PAGE> 10
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF
DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional, or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
facsimile thereof), each tendering stockholder waives any right to receive any
notice of the acceptance of such stockholder's tender.
3. INADEQUATE SPACE
If the space provided in the box captioned "Description of Shares Tendered"
is inadequate, the certificate numbers and/or the number of Shares should be
listed on a separate signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS, UNPURCHASED SHARES; ODD LOTS
Unless you are delivering Shares by book-entry transfer, if fewer than all
the Shares represented by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered." If such Shares are purchased, a new
certificate for the remainder of the Shares represented by the old
certificate(s) will be sent to and in the name of the registered holder(s)
(unless otherwise provided by such holder(s) having completed either of the
boxes entitled "Special Payment Instructions" or "Special Delivery Instructions"
on this Letter of Transmittal) as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by the
certificate(s) listed and delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated. An Odd Lot Owner (as defined below)
may check the box in the above section entitled "Odd Lots" indicating that all
of the stockholders' shares are being tendered. As described in Section 2 of the
Offer to Purchase, as amended by the Supplement, if the Company is to purchase
less than all shares of either Class A Common Stock or Class B Common Stock
properly tendered and not withdrawn before the Expiration Date, the shares
purchased first will consist of all shares of such class properly tendered and
not withdrawn by any stockholder who owned beneficially as of the close of
business on May 15, 1997 and who continues to own as of the Expiration Date, an
aggregate of fewer than 100 shares of such class and who tenders all of the
stockholder's shares of such class (an "Odd Lot Owner"). This preference will
not be available unless the box captioned "Odd Lots" is completed.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS
(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered herewith, the signature(s) must correspond with the name(s)
as written on the face of the certificates without any change whatsoever.
(b) If any of the Shares tendered herewith are registered in the names of
two or more joint owners, each such owner must sign this Letter of Transmittal.
(c) If any of the Shares tendered herewith are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of certificates.
(d) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered herewith, no endorsements of certificates of separate stock
powers are required unless payment is to be made, and/or the certificates for
Shares not tendered or not purchased are to be issued, in the name(s) of any
person(s) other than the registered holder(s). If this Letter of Transmittal is
signed by a person other than the registered holder(s) of the Shares tendered
herewith, however, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such Shares. Signature(s)
on any such certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
10
<PAGE> 11
(e) If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and proper evidence
satisfactory to the Company of the authority of such person so to act must be
submitted.
6. STOCK TRANSFER TAXES
The Company will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or its order pursuant to the Offer. If, however,
payment of the Purchase Price is to be made to, or if certificates for Shares
not tendered or accepted for purchase are to be registered in the name of, any
person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder or such person) payable on account of the transfer to
such person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
If the check for the Purchase Price of any Shares purchased is to be issued
to, or any Shares not tendered or not purchased are to be returned in the name
of, a person other than the person(s) signing this Letter of Transmittal or if
the check or any certificates for Shares not tendered or not purchased are to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address other than
that shown in the box entitled "Description of Shares Tendered," the boxes
entitled "Special Payment Instructions" and/or "Special Delivery Instructions"
on this Letter of Transmittal should be completed.
8. FEDERAL INCOME TAX WITHHOLDING
Except as provided above under "Important Tax Information" each tendering
stockholder is required to provide the Depositary with a correct TIN on
Substitute Form W-9 which is provided under "Important Tax Information" above.
Failure to provide the information and make the certifications on the form may
subject the tendering stockholder to a $50 penalty and 31% federal backup
withholding tax may be imposed on the payments made to the stockholder or other
payee with respect to Shares purchased pursuant to the Offer.
9. WITHHOLDING ON FOREIGN STOCKHOLDERS
The Depositary will withhold federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder unless such foreign stockholder proves
in a manner satisfactory to the Company and the Depositary that either (i) the
sale of its Shares pursuant to the Offer will qualify as a sale or exchange,
rather than as a dividend, for federal income tax purposes (as described in
Section 13 of the Offer to Purchase), in which case no withholding will be
required, or (ii) the foreign stockholder is eligible for a reduced tax treaty
rate with respect to dividend income, in which case the Depositary will withhold
at the reduced treaty rate. For this purpose, a foreign stockholder is any
stockholder that is not (i) an individual citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States or any political subdivision thereof or
(iii) any estate or trust the income of which is subject to United States
federal income taxation regardless of the source of such income. The Depositary
will determine a stockholder's status as a foreign stockholder and eligibility
for a tax treaty reduced rate of withholding by reference to the stockholder's
address and to any outstanding certificates or statements concerning eligibility
for a reduced rate of withholding unless facts and circumstances indicate that
reliance is not warranted. A foreign stockholder who has not previously
submitted the appropriate certificates or statements with respect to a reduced
rate of withholding for which such stockholder may be eligible should consider
doing so in order to avoid over withholding. A foreign stockholder may be
eligible to obtain from the U.S. Internal Revenue Service a refund of tax
withheld if such stockholder meets one of the three tests for sale or exchange
treatment described in Section 13 of the Offer to Purchase or is otherwise able
to establish that no tax or reduced amount of tax was due.
11
<PAGE> 12
10. IRREGULARITIES
All questions as to the number of Shares to be accepted and the validity,
form, eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Company, in its sole discretion, and
its determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders it determines not to be
in proper form or the acceptance of or payment for which may, in the opinion of
the Company's counsel, be unlawful. The Company also reserves the absolute right
to waive any of the conditions of the Offer or any defect or irregularity in the
tender of any particular Shares. No tender of Shares will be deemed to be
properly made until all defects and irregularities have been cured or waived,
any defect or irregularity in connection with tenders must be cured within such
time as the Company shall determine. None of the Company, the Depositary, the
Information Agent or any other person is or will be obligated to give notice of
any defect or irregularity in tenders, and none of them will incur any liability
for failure to give such notice.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES
Requests for assistance or additional copies of the Offer to Purchase, the
Supplement and this Letter of Transmittal may be made to the Information Agent
at the address or telephone numbers set forth below.
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR SHARES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER OF SHARES AND ALL OTHER REQUIRED DOCUMENTS)
OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO
THE EXPIRATION DATE.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
Call Toll Free (800) 549-6864
12
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK OF
UNITED FOODS, INC.
This form or a form substantially equivalent to this form must be used to
accept the Offer (as defined below) if:
(a) certificates for shares of Class A Common Stock, par value $1.00
per share (the "Class A Common Stock") or Class B Common Stock, par value
$1.00 per share (the "Class B Common Stock" and, together with the Class A
Common Stock, the "Shares"), of United Foods, Inc., a Delaware corporation
(the "Company"), cannot be delivered to the Depositary prior to the
Expiration Date (as defined in the Supplement dated June 18, 1997 (the
"Supplement"), amending the Company's Offer to Purchase dated May 20, 1997
(the "Offer to Purchase")); or
(b) the procedure for book-entry transfer (set forth in Section 3 of
the Offer to Purchase as amended by the Supplement) cannot be completed on
a timely basis; or
(c) the Letter of Transmittal and all other required documents cannot
be delivered to the Depositary prior to the Expiration Date.
This form, properly completed and duly executed, may be delivered by hand,
mail or facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase as amended by the Supplement.
The Depositary for the Offer is:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
<TABLE>
<C> <C> <C>
By Hand Delivery or
By Mail: By Facsimile Transmission: Overnight Courier:
FIRST UNION NATIONAL (704) 590-7628 FIRST UNION NATIONAL BANK
BANK (FOR ELIGIBLE INSTITUTIONS ONLY) OF NORTH CAROLINA
OF NORTH CAROLINA Confirm by Telephone: 40 BROAD STREET, SUITE
40 BROAD STREET, SUITE (800) 829-8432 500
550 NEW YORK, NEW YORK
NEW YORK, NEW YORK 10004
</TABLE>
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NY 10005
CALL TOLL FREE (800) 549-6864
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR A
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
(as defined in the Offer to Purchase) under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Offer to Purchase, as amended by the
Supplement dated June 18, 1997, and the related revised Letter of Transmittal
(which together constitute the "Offer"), receipt of both of which is hereby
acknowledged, the number of Shares specified below pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
ODD LOTS
(SEE INSTRUCTION 4)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on May 15, 1997, an
aggregate of fewer than 100 shares of Class A Common Stock or Class B Common
Stock.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on May 15, 1997 and
will continue to be the beneficial owner as of the Expiration Date, of an
aggregate of fewer than 100 shares of Class A Common Stock and/or fewer than
100 shares of Class B Common Stock, all of which are being tendered;
or
[ ] is a broker, dealer, commercial bank, trust company or other nominee which:
(a) is tendering, for the beneficial owners thereof, shares with respect to
which it is the record holder; and
(b) believes, based upon representations made to it by such beneficial owners,
that each person was the beneficial owner as of the close of business on May
15, 1997, and each such person will continue to be the beneficial owner as
of the Expiration Date, of an aggregate of fewer than 100 shares of Class A
Common Stock and/or fewer than 100 shares of Class B Common Stock and is
tendering all of such shares.
<TABLE>
<S> <C>
Number of shares of Class A Common Stock
------------ Signature(s)
-----------------------------------------
Name(s):
--------------------------------------------
Certificate Nos. (if available): (Please Print)
- -----------------------------------------------------
Address:
- ----------------------------------------------------- ---------------------------------------------
Number of shares of Class B Common Stock
------------ Area Code and Telephone Number:
Certificate Nos. (if available):
---------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------
If Shares will be tendered by book entry
transfer:
Name of Tendering Institution
Account No. at (check one):
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
</TABLE>
2
<PAGE> 3
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an "Eligible Institution," guarantees (a) that the above
named person(s) has a "net long position" in the Shares tendered hereby within
the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended,
(b) that such tender of Shares complies with Rule 14e-4 and (c) to deliver to
the Depositary either the stock certificates representing the Shares tendered
hereby, in proper form for transfer, or confirmation of the book-entry transfer
of such Shares into the Depositary's account at The Depository Trust Company or
the Philadelphia Depository Trust Company, in any such case together with a
properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof) and any other required documents, all within three American Stock
Exchange trading days after the date of execution of this notice.
<TABLE>
<S> <C>
Name of firm: -------------------------------------- Address: --------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Authorized Signature
Name: -----------------------------------------------------
---------------------------------------------- Zip Code
Please print Area Code and
Telephone Number: -------------------------------
Date: -----------------------------------------, 1997
</TABLE>
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE
SENT WITH THE LETTER OF TRANSMITTAL.
3
<PAGE> 1
UNITED FOODS, INC.
OFFER TO PURCHASE
FOR CASH UP TO 2,500,000 SHARES OF ITS
CLASS A COMMON STOCK AND UP TO 1,500,000 SHARES OF ITS CLASS B COMMON STOCK
AT A PRICE OF $2.50 PER SHARE
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JULY 3, 1997, (AS SUCH DATE MAY BE EXTENDED, THE
"EXPIRATION DATE").
June 18, 1997
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
United Foods, Inc. (the "Company") has amended and supplemented its Offer
to Purchase, dated May 20, 1997 (the "Offer to Purchase") with a Supplement
dated June 18, 1997 (which, together with the Offer to Purchase, as so amended,
and the related revised Letter of Transmittal, now constitute the "Offer").
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
The Supplement amends the Offer to Purchase by extending the Expiration
Date and by increasing to up to 2,500,000 shares the number of shares of Class A
Common Stock, par value $1.00 per share (the "Class A Common Stock") and up to
1,500,000 shares of Class B Common Stock, par value $1.00 per share (the "Class
B Common Stock" and, together with the Class A Common Stock, the "Shares") the
Company is offering to purchase, at a price $2.50 per Share, net to the Seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, the Supplement and the related revised Letter of Transmittal.
If, prior to the Expiration Date (as defined in the Supplement), more than
2,500,000 Shares of Class A Common Stock (or such greater number of such shares
as the Company may elect to purchase pursuant to the Offer) are properly
tendered and not withdrawn, the Company will, upon the terms and subject to the
conditions of the Offer, buy shares of Class A Common Stock first from all Class
A Odd Lot Owners (as defined in the Supplement) who properly tender and do not
withdraw all their shares of Class A Common Stock and then on a pro rata basis
from all other stockholders whose shares of Class A Common Stock are properly
tendered and not withdrawn.
If, prior to the Expiration Date more than 1,500,000 shares of Class B
Common Stock (or such greater number of such shares as the Company may elect to
purchase pursuant to the Offer) are properly tendered and not withdrawn, the
Company will, upon the terms and subject to the conditions of the Offer, buy
shares of Class B Common Stock first from all Class B Odd Lot Owners (as defined
in the Supplement) who properly tender and do not withdraw all their shares of
Class B Common Stock and then on a pro rata basis from all other stockholders
whose shares of Class B Common Stock are properly tendered and not withdrawn.
THE AMENDED OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER, HOWEVER, IS SUBJECT TO CERTAIN OTHER CONDITIONS INCLUDING
THE CONDITION THAT THE COMPANY DOES NOT DETERMINE THAT THERE IS A REASONABLE
LIKELIHOOD THAT, AFTER PURCHASE OF THE SHARES COVERED BY THE OFFER, EITHER THE
CLASS A COMMON STOCK OR THE CLASS B COMMON STOCK WILL CEASE TO QUALIFY FOR
LISTING ON THE AMERICAN STOCK EXCHANGE (THE "AMEX"). SEE SECTION 6 OF THE OFFER
TO PURCHASE AS AMENDED BY THE SUPPLEMENT.
<PAGE> 2
Enclosed herewith for your information and for forwarding to your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee are copies of the following documents:
1. The Supplement, dated June 18, 1997;
2. The revised Letter of Transmittal for your use and for the
information of your clients;
3. A revised Notice of Guaranteed Delivery to be used to accept the
Offer if certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to the
Depositary (as defined in the Offer to Purchase) before the expiration of
the Offer or if the procedures for book-entry transfer cannot be completed
on a timely basis;
4. A printed form of letter which may be sent to your clients for
whose account you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the Offer;
5. A letter dated June 18, 1997 from the Chairman and Chief Executive
Officer of the Company; and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 3, 1997, UNLESS THE OFFER IS
EXTENDED.
ALL SHARES THAT PREVIOUSLY HAVE BEEN PROPERLY TENDERED AND NOT
WITHDRAWN REMAIN PROPERLY TENDERED PURSUANT TO THE OFFER AS AMENDED BY THE
SUPPLEMENT. SHAREHOLDERS WHO HAVE NOT TENDERED MAY USE EITHER THE REVISED LETTER
OF TRANSMITTAL DELIVERED WITH THE SUPPLEMENT OR THE
LETTER OF TRANSMITTAL DELIVERED TO THEM WITH THE OFFER TO PURCHASE.
In order to accept the Offer, (i) a duly executed and properly completed
Letter of Transmittal with any required signature guarantees or any other
documentation should be sent to the Depositary, and (ii) either certificates
representing the tendered Shares should be delivered to the Depositary or such
Shares should be tendered by book-entry transfer into the Depositary's account
maintained at one of the Book-Entry Transfer Facilities (as defined in the Offer
to Purchase), all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impractical for them to
forward their certificates for such Shares or other required documentation on or
prior to the expiration of the Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified in Section 3 of the Offer to Purchase.
The Company will not pay any commissions or fees to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse you for customary clerical and mailing
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Company will pay or cause to be paid any transfer taxes payable on
the transfer of Shares to it, except as otherwise provided in Instruction 6 of
the enclosed Letter of Transmittal.
Any questions or requests for assistance may be directed to the Information
Agent as its address and telephone number set forth on the back cover of the
Supplement. Requests for additional copies of the Offer to
2
<PAGE> 3
Purchase, the Supplement, the Letter of Transmittal and other tender offer
materials may be directed to the Information Agent as its address and phone
numbers listed on the back cover of the enclosed Supplement.
Very truly yours,
/s/ JAMES I. TANKERSLEY
--------------------------------------
James I. Tankersley
Chairman and Chief Executive Officer
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEPOSITARY, THE INFORMATION AGENT
OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE> 1
UNITED FOODS, INC.
OFFER TO PURCHASE
FOR CASH UP TO 2,500,000 SHARES OF ITS CLASS A COMMON STOCK
AND UP TO 1,500,000 SHARES OF ITS CLASS B COMMON STOCK
AT A PRICE OF $2.50 PER SHARE
June 18, 1997
To Our Clients:
Enclosed for your consideration is a Supplement dated June 18, 1997 (the
"Supplement") to the Offer to Purchase dated May 20, 1997, and a related revised
Letter of Transmittal (which together with the initial Offer to Purchase, as
amended by the Supplement, constitute the "Offer"), in connection with the Offer
by United Foods, Inc., a Delaware corporation (the "Company"), to purchase up to
2,500,000 shares of its Class A Common Stock, par value $1.00 per share (the
"Class A Common Stock") and up to 1,500,000 shares of its Class B Common Stock,
par value $1.00 per share (the "Class B Common Stock" and, together with the
Class A Common Stock, the "Shares"), at a price of $2.50 per Share, net to the
seller in cash, upon the terms and subject to the conditions of the Offer. We
are the holder of record of Shares held for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of the
Shares held by us for your account, upon the terms and subject to the conditions
set forth in the Offer to Purchase, as amended by the Supplement, and the Letter
of Transmittal.
Your attention is invited to the following:
1. The Offer, proration period and withdrawal rights expire at 5:00
p.m., New York City time, on Thursday, July 3, 1997, unless the Offer is
extended.
2. The Offer is not conditioned on any minimum number of Shares being
validly tendered. The Offer is, however, subject to certain other
conditions described in the Offer to Purchase, as amended by the
Supplement, including the condition that the Company does not determine
that there is a reasonable likelihood that, after purchase of the Shares
covered by the Offer, either the Class A Common Stock or the Class B Common
Stock will cease to qualify for continued listing on the American Stock
Exchange.
3. Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
4. As described in the Offer to Purchase as amended by the Supplement,
if, prior to the Expiration Date (as defined in the Supplement), more than
2,500,000 shares of Class A Common Stock (or such greater number of such
shares as the Company may elect to purchase pursuant to the Offer) are
properly tendered and not withdrawn, the Company will, upon the terms and
subject to the conditions of the Offer, buy Shares of Class A Common Stock
first from all Class A Odd Lot Owners (as defined in the Supplement) who
properly tender and do not withdraw all their shares of Class A Common
Stock and then on a pro rata basis from all other stockholders whose shares
of Class A Common Stock are properly tendered and not withdrawn.
5. As described in the Offer to Purchase, as amended by the
Supplement, if, prior to the Expiration Date, more than 1,500,000 shares of
Class B Common Stock (or such greater number of such shares as the Company
may elect to purchase pursuant to the Offer) are properly tendered and not
withdrawn, the Company will, upon the terms and subject to the conditions
of the Offer, by shares of Class B Common Stock first from all Class B Odd
Lot Owners (as defined in the Supplement) with properly tender and do
<PAGE> 2
not withdraw all of their shares of Class B Common Stock and then on a pro
rate basis from all other stockholders whose shares of Class B Common Stock
are properly tendered and not withdrawn.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the attached instruction form.
An envelope to return your instructions to us is enclosed. If you authorize
tender of your Shares, all such Shares will be tendered unless otherwise
specified on the attached instruction form. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf by
the expiration of the Offer.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE
OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT THE OFFER BE
MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
BEHALF OF THE COMPANY BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
2
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 2,500,000 SHARES OF CLASS A COMMON STOCK AND UP TO 1,500,000 SHARES OF
CLASS B COMMON STOCK
OF
UNITED FOODS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Supplement dated June 18, 1997, and the related revised Letter of Transmittal in
connection with the Offer by United Foods, Inc. (the "Company") to purchase up
to 2,500,000 shares of its Class A Common Stock, par value $1.00 per share and
up to 1,500,000 shares of its Class B Common Stock, par value $1.00 per share
(the "Shares"), at a price of $2.50 per Share, net to the undersigned in cash.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
1. [ ] By checking this box, all Shares held for the account of the
undersigned will be tendered. If fewer than all such Shares are to
be tendered, please do not check this box but instead complete Item
2 below.
2. [ ] By checking this box, only the number of Shares specified below will
be tendered.
Number of shares of Class A
Common Stock Tendered:
----------------------------------------------
Number of shares of Class B
Common Stock Tendered:
----------------------------------------------
ODD LOTS
[ ] By checking this box, the undersigned represents that the undersigned
owned beneficially as of the close of business on May 15, 1997 and
will continue to own beneficially as of the Expiration Date an
aggregate of fewer than 100 shares of Class A Common Stock and/or
fewer than 100 shares of Class B Common Stock and is instructing the
holder to tender all such shares.
SIGN HERE
<TABLE>
<S> <C>
Signature ------------------------------------------- Name(s) (Please Print) ---------------------------
Signature ------------------------------------------- Name(s) (Please Print) ---------------------------
(If more than one account holder)
Dated: --------------------------- , 1997 -----------------------------------------------------
Address
-----------------------------------------------------
Zip Code
Area Code and
Telephone Number --------------------------------
</TABLE>
3
<PAGE> 1
[UNITED FOODS, INC. LOGO and LETTERHEAD]
June 18, 1997
Dear Stockholder:
United Foods, Inc. (the "Company") is amending its May 20, 1997 offer to
purchase shares of its Class A Common Stock, par value $1.00 per share and Class
B Common Stock, par value $1.00 per share (the "Shares"), at a price of $2.50
per Share, net to the seller in cash by extending the Expiration Date and by
increasing the number of Shares offered to be purchased by the Company to up to
2,500,000 shares of its Class A Common Stock and up to 1,500,000 shares of its
Class B Common Stock. The Offer, as amended, is subject to certain conditions,
including the condition the Company does not determine that there is a
reasonable likelihood that, after purchase of the shares covered by the Offer,
either the Class A Common Stock or the Class B Common Stock will cease to
qualify for listing upon the American Stock Exchange. The Offer, as amended, is
explained in detail in the enclosed Supplement and related revised Letter of
Transmittal (which together with the Offer to Purchase constitute the "Offer").
On June 17, 1997, the day on which the Company announced, after the close
of trading, its intention to amend the Offer, the closing sales price per share
of Class B Common Stock as reported by the American Stock Exchange (the "Amex")
was $2 1/8 per share. No sale of Class A Common Stock took place on the Amex on
June 17, 1997, but the then most recent sale as reported by the Amex was $2 1/4
per share on June 16, 1997. Stockholders are encouraged to obtain current market
quotations. Any stockholder whose Shares are purchased in the Offer will not
incur the usual transaction cost associated with open market sales.
The Board of Directors of the Company has approved the making of the Offer.
However, neither the Company nor the Board of Directors makes any recommendation
to any stockholder as to whether to tender any or all Shares. Stockholders must
make their own decision as to whether to tender Shares and, if so, how many
Shares to tender.
We have retained D.F. King & Co., Inc. as our Information Agent to help you
respond to the Offer. Please contact them between the hours of 8:00 a.m. and
6:00 p.m., Eastern Time, at their toll free number (1-800-549-6864), if you have
any questions. Their representatives will be pleased to answer your questions
and can help you complete the enclosed materials.
Very truly yours,
For the Board of Directors,
/s/ James I. Tankersley
------------------------------------
James I. Tankersley
Chairman and Chief Executive Officer
<PAGE> 1
CONTACT:
Daniel B. Tankersley
United Foods, Inc.
(901) 422-7600
UNITED FOODS, INC. ANNOUNCES AMENDMENT TO TENDER OFFER
Bells, TN -- June 17, 1997 -- United Foods, Inc. (Amex: UFDA and UFDB)
announced that it is amending its cash tender offer for shares of its Class A
and Class B Common Stock at a price of $2.50 per share by extending the
Expiration Date and by increasing the number of shares it is offering to
purchase from 1,000,000 shares of its Class A and Class B Common Stock to up to
2,500,000 shares of its Class A Common Stock and up to 1,500,000 shares of its
Class B Common Stock, both at $2.50 per share. The offer will be made on the
terms and subject to the conditions set forth in the Company's definitive tender
offer materials, including a Supplement and related revised Letter of
Transmittal, which will be mailed to shareholders on or before June 20, 1997.
The tender offer as amended will expire at 5:00 p.m., New York City Time, on
July 3, 1997, unless further extended.
The offer is subject to certain conditions set forth in the offer
materials, including the condition that the Company does not determine that
there is a reasonable likelihood that, after purchase of all shares covered by
the offer, either the Class A or Class B Common Stock will cease to qualify for
continued listing on the American Stock Exchange.
As of 4:00 p.m., Eastern Time, June 17, 1997, a total of 2,433,855 shares
of Class A Common Stock and 1,639,402 shares of Class B Common Stock had been
validly tendered and not withdrawn in response to the original offer.
The information agent for the tender offer is D. F. King & Co., Inc.
Additional copies of the Offer to Purchase, the Supplement and the Letter of
Transmittal for the tender offer will be available from the information agent.
<PAGE> 1
SIXTH AMENDMENT TO REVOLVING LOAN AGREEMENT
THIS SIXTH AMENDMENT TO REVOLVING LOAN AGREEMENT (the "Agreement") made
and entered into as of June 17, 1997, by and between FIRST AMERICAN NATIONAL
BANK, a national banking association organized and existing under the statutes
of the United States of America (hereinafter "Lender"), and UNITED FOODS, INC.,
a corporation organized and existing under the laws of the State of Delaware
("Borrower").
W I T N E S S E T H:
WHEREAS, Lender and Borrower executed a Loan Agreement dated as of
April 7, 1993 (the "Loan Agreement") pursuant to which the Lender made a
Twenty-Three Million Dollar ($23,000,000.00) revolving credit loan to Borrower
for the purpose of providing working capital to the Borrower (the "Revolving
Loan");
WHEREAS, the Lender and Borrower have previously amended the Loan
Agreement; and
WHEREAS, the Lender and Borrower desire to further modify the Loan
Agreement as hereinafter set forth.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged by each of the parties, the parties do mutually agree as follows:
1. Section 1.42 of the Loan Agreement is hereby deleted in its
entirety and the following subparagraph is substituted in lieu thereof:
1.42 Revolving Credit Loan Maturity Date, June 1, 2000,
provided, however, that the Revolving Credit Loan Maturity
Date may be extended by Lender, at the request of the Borrower
but in Lender's sole and absolute discretion, for one
additional year on each anniversary date of this Agreement.
2. Section 6.1(m) of the Loan Agreement is hereby deleted in its
entirety and the following subparagraph is substituted in lieu thereof:
(m) Tangible Net Worth. As of the fiscal year end of February
28, 1997, and thereafter, Borrower shall maintain on a
consolidated basis as of the last day of each fiscal quarter a
Tangible Net Worth of not less than Forty Nine Million Three
Hundred Nineteen Thousand Dollars ($49,319,000.00), adjusted
upward by fifty percent (50%) of its net earnings, and
adjusted downward by fifty percent (50%) of its net losses,
and adjusted downward by eighty percent (80%) of the actual
amount expended by the Borrower in repurchasing its stock, as
permitted by Section 6.1(w) hereof, in each case on a
cumulative basis during the term of the Revolving Loan;
provided that the adjustment required hereby as
1
<PAGE> 2
a result of fifty percent (50%) of net losses shall never
reduce the Tangible Net Worth requirement below
$49,319,000.00, less eighty percent (80%) of any stock
repurchases permitted under Section 6.1(w) hereof, but in no
event shall the Tangible Net Worth so adjusted be less than
Forty Two Million Dollars ($42,000,000.00). As used herein,
the term "Tangible Net Worth" means the remainder of (i) all
assets of Borrower, other than intangible assets (including,
without limitation, patents, copyrights, licenses, franchises,
goodwill, trade names, trade secrets and leases other than
leases required to be capitalized under generally accepted
accounting principles), minus (ii) Borrower's Debt. The term
"Borrower's Debt" means all liabilities and similar balance
sheet items of Borrower.
3. Section 6.1(w) of the Loan Agreement is hereby deleted in its
entirety and the following subparagraph is substituted in lieu thereof.
6.1(w). Stock Repurchase. Notwithstanding any other
provision of this Loan Agreement, the Borrower shall be
permitted to repurchase up to Ten Million Dollars
($10,000,000.00) of its own shares, through the end of the
fiscal year ending February 28, 1998. There shall be no future
stock repurchases of the Borrower's shares by the Borrower
without the Lender's written consent.
As amended hereby, the Loan Agreement, as previously amended, is
confirmed and ratified in all other respects.
IN WITNESS WHEREOF, this Amendment has been executed on the day and
year first above written.
FIRST AMERICAN NATIONAL BANK
By: /s/ Mariah G. Lundberg
--------------------------------
Mariah G. Lundberg
Title: Assistant Vice President
UNITED FOODS, INC.
By: /s/ Carl W. Gruenewald, II
--------------------------------
Carl W. Gruenewald, II
Title: Senior Vice President, Chief Financial Officer
& Treasurer
2
<PAGE> 1
AMENDMENT NO. 8
Dated as of May 16, 1997
This EIGHTH AMENDMENT is between UNITED FOODS, INC., a Delaware
corporation (the "Borrower"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (the
"Bank").
PRELIMINARY STATEMENTS. The Borrower and the Bank have entered into (i)
a Revolving Credit Agreement (as amended prior to the date hereof and as may be
further amended, supplemented or otherwise modified from time to time, the
"Revolving Credit Agreement") and (ii) a Term Loan Agreement (as amended prior
to the date hereof and as may be further amended, supplemented or otherwise
modified form time to time, the "Term Loan Agreement; together with the
Revolving Credit Agreement, the "Credit Agreements"; the terms defined in the
Credit Agreements being used herein as therein defined), each dated as of August
20, 1992. Each of the Borrower and the Bank wish to amend the Credit Agreements
as hereinafter set forth.
NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:
SECTION 1. Amendment to Credit Agreements. Subsection 4.01(e) of the
Credit Agreements is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, hereby
amended by deleting such subsection in its entirety and substituting, in lieu
therefore, the following:
"(e) Tangible Net Worth". As of the fiscal year end of
February 28, 1995, and as of the last day of each fiscal quarter
thereafter, Borrower shall maintain on a consolidated basis a Tangible
Net Worth of not less than $49,500,000, adjusted upward by 50% of its
net earnings, and adjusted downward by (i) 50% of its net losses; (ii)
50% of the actual amount expended by Borrower in its 1995-96 fiscal
year to repurchase its shares of stock; provided that such adjustment
pursuant to this clause (ii) shall not exceed $1,200,000 and (iii) the
lesser of (A) 100% of the actual amount expended by Borrower in its
1997-98 fiscal year to repurchase its shares of stock or (B)
$2,500,000. All adjustments shall be on a cumulative basis during the
term of this Agreement; provided, that the adjustment required hereby
as a result of the adjustment required hereby as a result of clause (i)
above shall never reduce the Tangible Net Worth requirement below
$48,300,000 less actual amounts allowed by clause (iii) hereof."
SECTION 2. Consent. The Borrower has informed the Bank that the
Borrower wishes to repurchase certain shares of its outstanding common stock for
an aggregate purchase price of not more than $2,500,000 (the "Tender Offer"). To
the extent that proceeds of the extensions of credit under the Revolving Credit
Agreement would be used for the Tender Offer, the Borrower would not be in
compliance with the requirements of Section 3.01(g) of the Revolving Credit
Agreement. The Bank hereby consents to the use of such proceeds in connection
with the Tender Offer and waives,
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on a limited one time basis, the requirements of Section 3.01(g) of the
Revolving Credit Agreement only to the extent that such Sections would otherwise
be violated by the Tender Offer.
SECTION 3. Conditions of Effectiveness. This Eighth Amendment shall
become effective when, and only when, the Bank shall have received counterparts
of this Eighth Amendment executed by the Borrower.
SECTION 4. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:
(a) The representations and warranties contained in Section 3.01 of
the Credit Agreement are true and correct on and as of the date hereof as though
made on and as of the date hereof.
(b) The execution, delivery and performance by the Borrower of this
Eighth Amendment, and each Credit Agreement, as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's charter or by-laws,
or (ii) law or any contractual restriction binding on or affecting the
Borrower, or result in, or require, the creation of any lien, security
interest or other charge, encumbrance or upon or with respect to any of its
properties.
(c) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Borrower of this Eighth
Amendment or the Credit Agreements, as amended hereby.
(d) This Eighth Amendment and each Credit Agreement, as amended
hereby, constitute, legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms,
subject, however, to the effect on such enforeceability of (i) any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity (regardless
whether such enforeceability is considered in a proceeding in equity or at law).
(e) There is no pending or threatened action or proceeding affecting
the Borrower or any of its subsidiaries before any court, governmental agency or
arbitrator, which may materially adversely affect the condition, financial or
otherwise, or operations of the Borrower.
(f) No event has occurred and is continuing which constitutes an Event
of Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
SECTION 5. Reference to and Effect on the Credit Agreement. (a) Upon
the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in each Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference
2
<PAGE> 3
to such Credit Agreement as amended hereby, and each reference in either the
Revolving Credit Note or the Term Note (together, the "Notes") and the other
Loan Documents to a Credit Agreement shall mean and be a reference to such
Credit Agreement as amended hereby.
(b) Except as specifically amended above, each Credit Agreement and
the Notes shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
(c) The execution, delivery and effectiveness of this Eighth Amendment
and the amendments and consents contained herein shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Bank
under the Credit Agreements, nor constitute a waiver of any provision of the
Credit Agreements.
SECTION 6. Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this Eighth Amendment and the other instruments and
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel (who may be in-house
counsel) for the Bank with respect thereto and with respect to advising the
Bank as to its rights and responsibilities hereunder and thereunder. In
addition, the Borrower shall pay any and all stamp and other taxes payable or
determined to be payable in connection with the execution and delivery of this
Eighth Amendment and the other instruments and documents to be delivered
hereunder, and agrees to save the Bank harmless from and against any and all
liabilities with respect to or resulting from and delay in paying or omission
to pay such taxes.
SECTION 7. Execution in Counterparts. This Eighth Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
SECTION 8. Governing Law. This Eighth Amendment shall be governed by,
and construed in accordance with, the laws (without giving effect to the
conflicts of laws principles thereof) of the State of New York.
SECTION 9. Final Agreement. This Eighth Amendment represents the final
agreement between you and us as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
UNITED FOODS, INC.
By: /s/ Carl W. Gruenewald, II
------------------------------------------
Carl W. Gruenewald, II
Sr. Vice President - Finance Treasurer
---------------------------------------
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COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Dana W. Hemenway
-------------------------------
Dana W. Hemenway
Vice President
By: /s/ W. Jeffrey Vollack
-------------------------------
W. Jeffrey Vollack
Vice President, Manager
4
<PAGE> 1
AMENDMENT NO. 9
Dated as of June 17, 1997
This NINTH AMENDMENT is between UNITED FOODS, INC., a Delaware
corporation (the "Borrower"), and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (the
"Bank").
PRELIMINARY STATEMENTS. The Borrower and the Bank have entered into (i)
a Revolving Credit Agreement (as amended prior to the date hereof and as may be
further amended, supplemented or otherwise modified from time to time, the
"Revolving Credit Agreement") and (ii) a Term Loan Agreement (as amended prior
to the date hereof and as may be further amended, supplemented or otherwise
modified from time to time, the "Term Loan Agreement; together with the
Revolving Credit Agreement, the "Credit Agreements"; the terms defined in the
Credit Agreements being used herein as therein defined), each dated as of August
20, 1992. Each of the Borrower and the Bank wish to amend the Credit Agreements
as hereinafter set forth.
NOW, THEREFORE, the Borrower and the Bank hereby agree as follows:
SECTION 1. Amendment to Credit Agreements. Subsection 4.01(e) of the
Credit Agreements is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, hereby
amended by deleting such subsection in its entirety and substituting, in lieu
thereof, the following:
"(e) Tangible Net Worth". As of the fiscal year end of
February 28, 1995, and as of the last day of each fiscal quarter
thereafter, Borrower shall maintain on a consolidated basis a Tangible
Net Worth of not less than $49,500,000, adjusted upward by 50% of its
net earnings, and adjusted downward by (i) 50% of its net losses; (ii)
50% of the actual amount expended by Borrower in its 1995-96 fiscal
year to repurchase its shares of stock; provided that such adjustment
pursuant to this clause (ii) shall not exceed $1,200,000 and (iii) the
lesser of (A) 100% of the actual amount expended by Borrower in its
1997-98 fiscal year to repurchase its shares of stock or (B)
$10,000,000. All adjustments shall be on a cumulative basis during the
term of this Agreement; provided that the adjustment required hereby as
a result of the adjustment required hereby as a result of clause (i)
above shall never reduce the Tangible Net Worth requirement below the
lesser of (a) $48,300,000 less actual amounts allowed by clause (iii)
hereof or (B) $40,000,000."
SECTION 2. Consent. The Borrower has informed the Bank that the
Borrower wishes to repurchase certain shares of its outstanding common stock for
an aggregate purchase price of not more than $10,000,000 (the "Tender Offer"),
it being understood that such $10,000,000 aggregate purchase price of the Tender
Offer is meant to include the aggregate purchase price of all purchases of
common stock consented to and allowed pursuant to Amendment No. 8, dated as of
May 16, 1997. To the extent that proceeds of the extensions of credit under the
Revolving Credit Agreement
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<PAGE> 2
would be used for the Tender Offer, the Borrower would not be in compliance with
the requirements of Section 3.01(g) of the Revolving Credit Agreement. The Bank
hereby consents to the use of such proceeds in connection with the Tender Offer
and waives, on a limited one time basis, the requirements of Section 3.01(g) of
the Revolving Credit Agreement only to the extent that such Sections would
otherwise be violated by the Tender Offer.
SECTION 3. Conditions of Effectiveness. This Ninth Amendment shall
become effective when, and only when, the Bank shall have received counterparts
of this Ninth Amendment executed by the Borrower.
SECTION 4. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:
(a) The representations and warranties contained in Section 3.01 of
each Credit Agreement are true and correct on and as of the date hereof as
though made on and as of the date hereof.
(b) The execution, delivery and performance by the Borrower of this
Ninth Amendment, and each Credit Agreement, as amended hereby, are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) the Borrower's charter or by-laws, or
(ii) law or any contractual restriction binding on or affecting the Borrower, or
result in, or require, the creation of any lien, security interest or other
charge, encumbrance or upon or with respect to any of its properties.
(c) No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Borrower of this Ninth Amendment
or the Credit Agreements, as amended hereby.
(d) This Ninth Amendment and each Credit Agreement, as amended hereby,
constitute, legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, subject,
however, to the effect on such enforceability of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless whether such
enforceability is considered in a proceeding in equity or at law).
(e) There is no pending or threatened action or proceeding affecting
the Borrower or any of its subsidiaries before any court, governmental agency or
arbitrator, which may materially adversely affect the condition, financial or
otherwise, or operations of the Borrower.
(f) No event has occurred and is continuing which constitutes an Event
of Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
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<PAGE> 3
SECTION 5. Reference to and Effect on the Credit Agreement. (a) Upon
the effectiveness of Section 1 hereof, on and after the date hereof, each
reference in each Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to such Credit
Agreement as amended hereby, and each reference in either the Revolving Credit
Note or the Term Note (together, the "Notes") and the other Loan Documents to a
Credit Agreement shall mean and be a reference to such Credit Agreement as
amended hereby.
(b) Except as specifically amended above, each Credit Agreement and the
Notes shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
(c) The execution, delivery and effectiveness of this Ninth Amendment
and the amendments and consents contained herein shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Bank
under the Credit Agreements, nor constitute a waiver of any provision of the
Credit Agreements.
SECTION 6. Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this Ninth Amendment and the other instruments and
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel (who may be in-house
counsel) for the Bank with respect thereto and with respect to advising the Bank
as to its rights and responsibilities hereunder and thereunder. In addition, the
Borrower shall pay any and all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery of this Ninth Amendment
and the other instruments and documents to be delivered hereunder, and agrees to
save the Bank harmless from and against any and all liabilities with respect to
or resulting from any delay in paying or omission to pay such taxes.
SECTION 7. Execution in Counterparts. This Ninth Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
SECTION 8. Governing Law. This Ninth Amendment shall be governed by,
and construed in accordance with, the laws (without giving effect to the
conflicts of laws principles thereof) of the State of New York.
SECTION 9. Final Agreement. This Ninth Amendment represents the final
agreement between you and us as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.
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<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
UNITED FOODS, INC.
By: /s/ Carl W. Gruenewald, II
------------------------------------------
Carl W. Gruenewald, II
Sr. Vice President -- Finance Treasurer
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ W. Jeffrey Vollack
----------------------------------------
W. Jeffrey Vollack
Vice President, Manager
By: /s/ Dana W. Hemenway
----------------------------------------
Dana W. Hemenway
Vice President
4
