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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
AND RULE 13e-3 THEREUNDER)
SKYLINE CHILI, INC.
(Name of Issuer)
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SKYLINE CHILI, INC. PHILLIP M. LEWIS, JR.
SKYLINE ACQUISITION CORP. FLEET VENTURE RESOURCES, INC.
KEVIN R. MCDONNELL FLEET EQUITY PARTNERS VI, L.P.
JEFFRY W. SHELTON KENNEDY PLAZA PARTNERS
THOMAS L. ALLEN CHISHOLM PARTNERS III, L.P.
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(Name of Persons Filing Statement)
COMMON STOCK
(Title of Class of Securities)
8308121104
(CUSIP Number of Class of Securities)
Kevin R. McDonnell
Skyline Chili, Inc.
4180 Thunderbird Lane
Fairfield, Ohio 45014
(513) 874-1188
WITH COPIES TO:
Mark J. Zummo, Esq. Richard G. Small, Esq.
Kohnen & Patton LLP Edwards & Angell
1400 Carew Tower 2700 Hospital Trust Tower
Cincinnati, Ohio 45202 Providence, RI 02903
(513) 381-0656 (401) 274-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf
of Persons Filing Statement)
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This statement is filed in connection with (check the appropriate box):
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a. [X] The filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C, or Rule 13e-3(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.
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Check the following box if the soliciting materials referred to in
checking box (a) are preliminary copies. [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$23,633,951 $4,726.79
[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: $4,726.79 Filing Party: Skyline Chili, Inc.
Form or Registration No.: Preliminary Proxy Statement Date Filed: December 5, 1997
Schedule 14A
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* For purposes of calculating the fee only. This transaction applies to
an aggregate of 3,389,173 outstanding shares (the "Cash Out Shares") of
Common Stock of Skyline Chili, Inc. (the "Company") computed as
follows: (i) 3,397,773 outstanding shares of the Company's Common
Stock, less (ii) 8,600 shares (the "Management Shares") held by certain
members of management which will be exchanged for shares of common
stock of the surviving corporation in the transaction, as described in
the Proxy Statement submitted as Exhibit (d)(7) hereto.
The cash consideration being offered to shareholders of the Company for
each share of Common Stock is $6.75 per share (other than with respect
to the Management Shares).
The proposed maximum aggregate value of the transaction is $23,633,951
(the sum of (i) the product of the Cash Out Shares and $6.75, and (ii)
cash consideration of $757,033 to be paid for options being surrendered
in connection with the transaction.) The total fee of $4,726.79 was
paid by wire transfer on December 4, 1997 to the Federal lock box
depository account at Mellon Bank. The amount of the filing fee,
calculated in accordance with Rule 0-11 promulgated under the
Securities Exchange Act of 1934, as amended, equals 1/50 of one percent
of the maximum aggregate value of the transaction.
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This Transaction Statement (the "Statement") is being filed with the
Securities and Exchange Commission jointly by (i) the Company, (ii) Kevin R.
McDonnell, Jeffry W. Shelton, Thomas L. Allen and Phillip M. Lewis, Jr.
(collectively, the "Management Group"), (iii) Skyline Acquisition Corp., an Ohio
corporation ("Acquisition Co."), and (iv) Fleet Venture Resources, Inc., a Rhode
Island corporation, Fleet Equity Partners VI, L.P., a Delaware limited
partnership, Kennedy Plaza Partners, a Rhode Island general partnership, and
Chisholm Partners III, L.P., a Delaware limited partnership (collectively
"Fleet"), in connection with the filing of a Proxy Statement by the Company
under the Securities Exchange Act of 1934, as amended.
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This Statement relates to a proposal to adopt an Agreement and Plan of
Merger (the "Merger Agreement") among the Company, certain consenting
shareholders of the Company and Acquisition Co. dated November 26, 1997, as
amended, pursuant to which Skyline Acquisition Corp. will be merged with and
into the Company (the "Merger"). Upon the consummation of the Merger, each
outstanding share of Common Stock (other than the Management Shares and an as
yet unknown number of shares held by shareholders who may perfect their
dissenters' rights), will be converted into the right to receive $6.75 in cash
for each share of Common Stock. Following the consummation of the Merger, the
Company will be owned by the Management Group and Fleet.
Pursuant to General Instruction F to Schedule 13E-3, the information
identified below as contained in the Proxy Statement is hereby incorporated by
reference in answer to the items of this Schedule. Where substantially identical
information required by Schedule 13E-3 is included under more than one caption,
reference may be made to only one caption of the Proxy Statement.
CROSS REFERENCE SHEET
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
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(a)...................................... "SUMMARY - Date, Time and Place of Special Meeting";
"SUMMARY - Parties to the Merger"
(b)...................................... "SUMMARY - Purpose of the Special Meeting"; "SUMMARY - Record
Date and Quorum"; "SUMMARY - Market Prices of Common Stock
and Dividends"; "MARKET PRICES OF COMMON STOCK AND
DIVIDENDS"
(c) - (d)................................ "SUMMARY - Market Prices of Common Stock and Dividends";
"MARKET PRICES OF COMMON STOCK AND DIVIDENDS"
(e)...................................... Not applicable
(f)...................................... "SPECIAL FACTORS - Conflicts of Interest"
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ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13E-3 is being filed by (i) Skyline Chili, Inc., the issuer of the
class of equity securities which is the subject of this Rule 13e-3 transaction,
(ii) Kevin R. McDonnell, Jeffry W. Shelton, Thomas L. Allen and Phillip M.
Lewis, Jr., (iii) Skyline Acquisition Corp, and (iv) Fleet Venture Resources,
Inc., Fleet Equity Partners VI, L.P., Kennedy Plaza Partners, and Chisholm
Partners III, L.P.
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(a) - (d)................................ "SUMMARY - Parties to the Merger" ;"CERTAIN INFORMATION
CONCERNING THE COMPANY, THE MANAGEMENT GROUP,
ACQUISITION CO., AND FLEET"
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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(e) - (f)................................ During the past five years, none of the persons listed in the Proxy
Statement under the caption "CERTAIN INFORMATION CONCERNING THE
COMPANY, THE MANAGEMENT GROUP, ACQUISITION CO. AND FLEET" has been or was,
except to the extent described under such caption, (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining further violation of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
(g)...................................... "CERTAIN INFORMATION CONCERNING THE COMPANY, THE MANAGEMENT GROUP,
ACQUISITION CO. AND FLEET"
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1)................................... Not applicable
(a)(2)................................... "SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS
- Conflicts of Interest"
(b)...................................... "SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS
- Conflicts of Interest"
ITEM 4. TERMS OF THE TRANSACTION
(a)...................................... "SPECIAL FACTORS - Conflicts of Interest"; "THE MERGER"
(b)...................................... "SPECIAL FACTORS - Background of the Merger"; "SPECIAL FACTORS - Conflicts
of Interest"; "SPECIAL FACTORS - Certain Effects of the Merger"; "THE MERGER"
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)- (g)................................. "SPECIAL FACTORS - Conflicts of Interest"; "SPECIAL FACTORS -
Certain Effects of the Merger"; "SPECIAL FACTORS - Conduct of the
Company's Business After the Merger"; "THE MERGER - Financing"
ITEM 6. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (d)................................ "SPECIAL FACTORS - Purpose and Reasons of the Management Group
and Fleet"; "SPECIAL FACTORS - Conflicts of Interest"; "THE
MERGER - Financing"; "PROXY SOLICITATION"
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) - (c)................................ "SPECIAL FACTORS - Background of the Merger"; "SPECIAL
FACTORS - The Special Committee's and Board's Recommendation";
"SPECIAL FACTORS - Purpose and Reasons of the Management Group
and Fleet"; "SPECIAL FACTORS - Position of the Management Group,
Fleet and Acquisition Co. as to Fairness of the Merger"
(d)...................................... "SPECIAL FACTORS - The Special Committee's and Board's
Recommendation"; "SPECIAL FACTORS - Conflicts of Interest";
"SPECIAL FACTORS - Certain Effects of the Merger"; "FEDERAL
INCOME TAX CONSEQUENCES"
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) - (f)................................ "SPECIAL FACTORS - Background of Merger"; "SPECIAL
FACTORS - The Special Committee's and Board's Recommendation";
"SPECIAL FACTORS - Opinion of Equitable"; "SPECIAL FACTORS -
Position of the Management Group, Fleet and Acquisition Co. as to
Fairness of Merger"; "APPROVAL OF THE MERGER AND
DISSENTERS' RIGHTS - Required Shareholder Votes"
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) - (c)................................ "SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS
- Opinion of Equitable"; "APPENDIX B"
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a)...................................... "SPECIAL FACTORS - Conflicts of Interest"; "PRINCIPAL
SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT"
(b)...................................... Not applicable
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
"SPECIAL FACTORS - Background of Merger"; "SPECIAL
FACTORS- Conflicts of Interest"; "THE MERGER -
Financing"; "APPROVAL OF THE MERGER AND DISSENTERS'
RIGHTS Required Shareholder Votes"
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTIONS
(a) - (b)................................ "SPECIAL FACTORS - The Special Committee's and Board's
Recommendation"; "SPECIAL FACTORS - Position of the Management
Group, Fleet and Acquisition Co. as to Fairness of the Merger";
"SPECIAL FACTORS - Conflicts of Interest"; "APPROVAL OF THE
MERGER AND DISSENTERS' RIGHTS"
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a)...................................... "APPROVAL OF THE MERGER AND DISSENTERS' RIGHTS";
"APPENDIX C"
(b) - (c)................................ Not applicable
ITEM 14. FINANCIAL INFORMATION
(a)...................................... "SELECTED CONSOLIDATED FINANCIAL DATA"; "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"; Company's Financial
Statements (as set forth in the "FS" pages) accompanying the Proxy
Statement
(b)...................................... Not applicable
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) - (b)................................ "PROXY SOLICITATION"; "THE MERGER - Financing"; "SPECIAL
FACTORS - Conflicts of Interest"
ITEM 16. ADDITIONAL INFORMATION
The Proxy Statement and the Financial Statements and Appendices attached thereto.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
(a)...................................... (1) Letter dated November 11, 1997 from The Provident Bank to
Fleet Venture Resources, Inc. and Skyline Chili, Inc. (1)
(b)...................................... (2) Opinion of Equitable Securities Corporation dated November 20,
1997 (included as Appendix B to the Definitive Proxy Statement
of Skyline Chili, Inc. filed February 13, 1998) (3)
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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(3) Presentation materials to the Special Committee of the Board of
Directors of Skyline Chili, Inc. prepared by Equitable Securities
Corporation dated November 20, 1997 (1)
(c)...................................... (4) Agreement and Plan of Merger dated November 26, 1997
between the Company, certain consenting shareholders of the
Company, and Skyline Acquisition Corp., as amended by a First
Amendment to Agreement and Plan of Merger dated January 9,
1998 (included as Appendix A to the Definitive Proxy Statement
of Skyline Chili, Inc. filed February 13, 1998) (3)
(5) Investment Agreement dated November 26, 1997 between
Skyline Acquisition Corp., Fleet Venture Resources Inc. and
certain affiliated entities, the Management Group and certain
other key employees of the Company (1)
(6) Form of Stockholders' Agreement to be entered into between the Company,
Fleet Venture Resources, Inc. and certain affiliated entities, the
Management Group and certain other key employees of the Company (2)
(d)...................................... (7) Chairman's Letter to Shareholders, Notice of Special Meeting of
Shareholders and Definitive Proxy Statement of Skyline Chili,
Inc. filed February 13, 1998 (3)
(e)...................................... (8) Sections 1701.84 and 1701.85 of the Ohio Revised Code
included as Appendix C to the Definitive Proxy Statement of
Skyline Chili, Inc. filed February 13, 1998, and the Section of
that Proxy Statement entitled "APPROVAL OF THE MERGER
AND DISSENTERS' RIGHTS" (3)
(f)...................................... Not Applicable
<FN>
(1) Incorporated herein by reference from the preliminary Schedule 13E-3 filed by Skyline Chili, Inc.
on December 5, 1997, File No. 5-40057.
(2) Incorporated herein by reference from Amendment No. 1 to Schedule 13E-3 filed by Skyline Chili,
Inc. on January 20, 1998, File No. 5-40057.
(3) Incorporated herein by reference from the Definitive Proxy Materials of
Skyline Chili, Inc. filed February 13, 1998.
</FN>
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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.
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SKYLINE CHILI, INC. Date of Execution
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By: /s/ Kevin R. McDonnell February 12, 1998
----------------------------------------------------
Kevin R. McDonnell, President and Chief
Executive Officer
SKYLINE ACQUISITION CORP.
By: /s/ Bernard V. Buonanno, III February 12, 1998
----------------------------------------------------
Bernard V. Buonanno, III, President
/s/ Kevin R. McDonnell February 12, 1998
- ----------------------------------------------------
KEVIN R. MCDONNELL
/s/ Jeffry W. Shelton February 12, 1998
- ----------------------------------------------------
JEFFRY W. SHELTON
/s/ Thomas L. Allen February 12, 1998
- ----------------------------------------------------
THOMAS L. ALLEN
/s/ Phillip M. Lewis, Jr. February 12, 1998
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PHILLIP M. LEWIS, JR.
FLEET VENTURE RESOURCES, INC.
By: /s/ Bernard V. Buonanno, III February 12, 1998
----------------------------------------------------
Bernard V. Buonanno, III
Vice-President
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FLEET EQUITY PARTNERS VI, L.P.
By: Fleet Growth Resources, II, Inc.,
a General Partner
By: /s/ Bernard V. Buonanno, III February 12, 1998
-----------------------------------------------------
Bernard V. Buonanno, III, Vice-President
KENNEDY PLAZA PARTNERS
By: /s/ Bernard V. Buonanno, III February 12, 1998
-----------------------------------------------------
Bernard V. Buonanno, III, Authorized Partner
CHISHOLM PARTNERS III, L.P.
By: Silverado III, L.P. a General Partner
By: Silverado III, Corp., a General Partner
By: /s/ Bernard V. Buonanno, III February 12, 1998
-----------------------------------------------------
Bernard V. Buonanno, III, Vice-President
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