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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 4)
(Final Amendment)
UNITED FOODS, INC.
(Name of the Issuer)
UNITED FOODS, INC.
PICTSWEET LLC
UF ACQUISITION CORP.
JAMES I. TANKERSLEY
EDNA W. TANKERSLEY
DARLA T. DARNALL
KELLE T. NORTHERN
JAMES W. TANKERSLEY
(Name of Persons Filing Statement)
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)
B.M. ENNIS
PRESIDENT
UNITED FOODS, INC.
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 39006-0119
(901) 422-7600
JAMES I. TANKERSLEY
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 39006-0119
(901) 422-7600
With copies to:
JAMES H. CHEEK, III SAM D. CHAFETZ
BASS, BERRY & SIMS PLC WARING COX, PLC
2700 FIRST AMERICAN CENTER 50 NORTH FRONT STREET
NASHVILLE, TENNESSEE 37238-2700 SUITE 1300
(615) 742-6200 MEMPHIS, TENNESSEE 38103-1190
(901) 543-8000
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(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [[Section]
240.13e(c)] under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X].
Calculation of Filing Fee
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Transaction Valuation (1): $ 14,897,799
Amount of Filing Fee (2): $ 2,980
(1) Estimated solely for purposes of calculating the filing fee and pursuant to
Rule 0-11 under the Securities Exchange Act of 1934, as amended. The transaction
applies to an aggregate of 4,256,514 shares of common stock, of which 2,617,443
shares are Class A common stock, par value $1.00 per share, and 4,192,486 shares
are Class B common stock, par value $1.00 per share (the "Class A Common Stock"
and "Class B Common Stock," respectively, and together, the "Common Stock"), of
United Foods, Inc. calculated as follows: the sum of (i) 2,617,443 shares of
Class A Common Stock issued and outstanding (less 0 shares of Class A Common
Stock then owned by Pictsweet LLC, UF Acquisition Corp. or any of their
affiliates) and (ii) an aggregate of 1,639,071 shares of Class B Common Stock
calculated as follows: 4,192,486 shares of Class B Common Stock issued and
outstanding (less 2,553,415 shares of Class B Common Stock then owned by
Pictsweet LLC, UF Acquisition Corp. or any of their affiliates).
(2) The proposed maximum aggregate value of the transaction is $14,897,799
calculated as follows: the sum of (i) the product of (a) 2,617,443 shares of
Class A Common Stock issued and outstanding (less 0 shares of Class A Common
Stock then owned by Pictsweet LLC, UF Acquisition Corp. or any of their
affiliates) and (b) $3.50, and (ii) the product of (a) 4,192,486 shares of Class
B Common Stock issued and outstanding (less 2,553,415 shares of Class B Common
Stock then owned by Pictsweet LLC, UF Acquisition Corp. or any of their
affiliates) and (b) $3.50.
[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.
Amount Previously Paid: $2,980
Filing Party: United Foods, Inc., Pictsweet LLC, UF Acquisition Corp., James I.
Tankersley, Edna W. Tankersley, Darla T. Darnall, Kelle T.
Northern and James W. Tankersley
Form or Registration No.: Rule 13E-3 Transaction Statement
Proxy Statement File No.: _______
Date Filed: June 8, 1999, as amended July 21, 1999, August 4, 1999 and August
23, 1999.
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INTRODUCTION
This Amendment No. 4 (the "Final Amendment") amends and supplements the Rule
13e-3 Transaction Statement (as amended, the "Statement") filed by United Foods,
Inc., a Delaware corporation (the "Company"), Pictsweet LLC, a Delaware limited
liability company, UF Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Pictsweet LLC and James I. Tankersley, Edna W. Tankersley, James
W. Tankersley, Darla T. Darnall and Kelle T. Northern (the "Jim Tankersley
Family"), on June 8, 1999, as amended on July 21, 1999, August 4, 1999 and
August 23, 1999, pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder, in connection
with the merger (the "Merger") of UF Acquisition Corp. with and into the
Company, pursuant to the Agreement and Plan of Merger dated as of May 14, 1999
(the "Merger Agreement"), among the Company, Pictsweet LLC and UF Acquisition
Corp. Capitalized terms used but not defined in this statement shall have the
respective meanings given them in the Company's proxy statement dated August 23,
1999 (the "Proxy Statement").
On September 23, 1999, the Company's stockholders adopted and approved the
Merger Agreement and the Merger was consummated whereby UF Acquisition Corp. was
merged with and into the Company with the Company continuing as the surviving
corporation. Each outstanding share of Common Stock (other than Common Stock
owned by the Jim Tankersley Family or Pictsweet LLC, shares of Common Stock held
by the Company as Treasury Stock, and shares of Common Stock held by
stockholders who perfected their appraisal rights in accordance with Delaware
law) was converted into the right to receive $3.50 in cash, without interest.
Since the effective time of the Merger, the Jim Tankersley Family, through its
ownership of Pictsweet LLC, owns the entire equity interest of the Company.
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ITEM 1. Issuer and Class of Security Subject to the Transaction.
The Statement is hereby amended and supplemented as follows:
(c) Upon the Effective Time, the Class A Common Stock and Class B Common
Stock ceased to be qualified for listing upon the American Stock
Exchange and the Pacific Exchange and became eligible for termination
of registration pursuant to the rules and regulations under the
Exchange Act. The Company has filed a Form 15 with respect to the
termination of registration of the Common Stock and the suspension of
the Company's duty to comply with the reporting provisions of the
Exchange Act.
(f) The information set forth in the Introduction of this Final Amendment
is incorporated herein by reference.
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ITEM 5. Plans or Proposals of the Issuer or Affiliate.
Item 5 of the Statement is hereby amended and supplemented as follows:
(a) The Merger was consummated by the filing of a Certificate of Merger
with the Secretary of State of the State of Delaware on September 23,
1999.
(c) At the Effective Time, the existing members of the Board of Directors
of the Company became the members of the Board of Directors of the
surviving corporation. However, such directors tendered their
resignations to the Company consistent with the terms of the Merger
Agreement. The Company has been advised that the Jim Tankersley Family
intends to decrease the size of the Board of Directors from eleven to
nine following the consummation of the Merger and to elect James I.
Tankersley, B.M. Ennis, Carl W. Gruenewald, II, Donald Dresser, Mason
Leonard, John Haltom, Marc Darnall, Mark Northern and James W.
Tankersley to serve as the Company's Board of Directors.
(f)-(g) The Company has filed a Form 15 with respect to the termination of
registration of the Common Stock and the suspension of the Company's
duty to comply with the reporting provisions of the Exchange Act.
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ITEM 7. Purpose(s), Alternatives, Reasons and Effects.
Item 7 of the Statement is hereby amended and supplemented as follows:
(d) The information set forth in the Introduction of this Final Amendment
is incorporated herein by reference.
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ITEM 10. Interest in Securities of the Issuer.
Item 10 of this Statement is hereby amended and supplemented as follows:
(a) - (b) The information set forth in the Introduction of this Final Amendment
is incorporated herein by reference.
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SIGNATURES
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.
Dated: September 23, 1999 UNITED FOODS, INC.
By: /s/ B. M. Ennis
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Name: B.M. Ennis
Title: President
PICTSWEET LLC
By: /s/ James I. Tankersley
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Name: James I. Tankersley
Title: President
UF ACQUISITION CORP.
By: /s/ James I. Tankersley
----------------------------------------
Name: James I. Tankersley
Title: Chairman of the Board and President
JAMES I. TANKERSLEY
/s/ James I. Tankersley
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EDNA W. TANKERSLEY
/s/ Edna W. Tankersley
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DARLA T. DARNALL
/s/ Darla T. Darnall
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KELLE T. NORTHERN
/s/ Kelle T. Northern
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JAMES W. TANKERSLEY
/s/ James W. Tankersley
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