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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
AND
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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RISER FOODS, INC.
(NAME OF SUBJECT COMPANY)
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TALON ACQUISITION COMPANY
GIANT EAGLE, INC.
(BIDDERS)
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CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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767612 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DAVID S. SHAPIRA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIANT EAGLE, INC.
101 KAPPA DRIVE
RIDC PARK
PITTSBURGH, PENNSYLVANIA
(412) 963-2540
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
CHARLES C. COHEN, ESQ.
COHEN & GRIGSBY, P.C.
2900 CNG TOWER
625 LIBERTY AVENUE
PITTSBURGH, PENNSYLVANIA 15222
(412) 394-4900
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JUNE 20, 1997
(DATE OF EVENT WHICH REQUIRES FILING AMENDMENT TO STATEMENT ON SCHEDULE 13D)
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14D-1 AND 13D
CUSIP NO. 767612 10 4
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TALON ACQUISITION COMPANY
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
OF 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,007,408
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
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10. TYPE OF REPORTING PERSON
CO
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-2-
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14D-1 AND 13D
CUSIP NO. 767612 10 4
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1. NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GIANT EAGLE, INC.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCES OF FUNDS
BK
- --------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
OF 2(f) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,007,408
- --------------------------------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96%
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10. TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D (together with the Schedule 14D-1, the "Schedule
14D-1") filed with the Securities and Exchange Commission on May 20, 1997 by
Talon Acquisition Company, a Delaware corporation (the "Purchaser"), and Giant
Eagle, Inc., a Pennsylvania corporation and sole shareholder of the Purchaser
("Parent"), relating to the offer by the Purchaser to purchase all of the
outstanding shares of the Class A Common Stock, par value $.01 per Share (the
"Shares"), of Riser Foods, Inc., a Delaware corporation (the "Company"), at a
price of $42.00 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in Purchaser's Offer to Purchase dated May 20, 1997
(the "Offer to Purchase"), and the related Letter of Transmittal, copies of
which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2)
respectively.
Capitalized terms used but not defined herein have the meanings ascribed to
such terms in the Offer to Purchase and the Schedule 14D-1.
In connection with the foregoing, Parent and the Purchaser are hereby
amending and supplementing the Schedule 14D-1 by submitting revised cover pages
and as follows.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a) - (b) is hereby amended and supplemented by the addition of the
following paragraph thereto:
The Offer expired at 12:00 Midnight, New York City time, on Tuesday, June
17, 1997. The Company and Parent issued a press release on Wednesday, June 18,
1997 in which they disclosed that approximately 7.0 million Shares
(approximately 96% of the outstanding Shares) were validly tendered and not
withdrawn pursuant to the Offer, of which approximately 237,000 Shares were
tendered by means of guaranteed delivery procedures, and that the Purchaser
intended to accept and pay for all such Shares. A press release related to the
foregoing is filed as Exhibit (a)(9) to the Schedule 14D-1 and is incorporated
herein by reference.
On June 20, 1997, the Purchaser accepted and paid for all 7,007,408 Shares
which were validly tendered and not withdrawn prior to the expiration of the
Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto.
(a)(9) Press Release issued by the Company and Parent, dated June 18, 1997.
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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.
Dated: June 23, 1997
TALON ACQUISITION COMPANY
By: /s/ DAVID S. SHAPIRA
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Name: David S. Shapira
Title: Chairman and Chief Executive
Officer
GIANT EAGLE, INC.
By: /s/ DAVID S. SHAPIRA
------------------------------------
Name: David S. Shapira
Title: Chairman and Chief Executive
Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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<S> <C> <C>
(a)(9) Press Release issued by the Purchaser and Parent on June 18, 1997..........
</TABLE>
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Exhibit (a)(9)
NEWS RELEASE
RISER FOODS INC.
5300 Richmond Road
Bedford Heights, Ohio 44146
(216) 292-7000
FOR IMMEDIATE RELEASE
Contact: Joseph Faccenda Ronald W. Ocasek
Giant Eagle, Inc. OR Riser Foods, Inc.
(412) 963-2510 (216) 591-2830
TENDER OFFER BY PITTSBURGH-BASED
GIANT EAGLE FOR SHARES OF
CLEVELAND-BASED RISER FOODS TO CLOSE
Pittsburgh, Pennsylvania and Bedford Heights, Ohio, (June 18, 1997) - Giant
Eagle, Inc. and Riser Foods, Inc. (AMEX: RSR) announced today that Giant
Eagle's cash tender offer for shares of Class A Common Stock of Riser which
commenced May 20, 1997, expired at 12:00 midnight, New York City time, on
Tuesday, June 17, 1997 and that the minimum tender condition and all other
conditions of the tender offer have been satisfied. Giant Eagle intends to
accept and promptly pay for all shares of Class A Common Stock it has received.
In response to the tender offer, a total of approximately 7.0 million shares of
Class A Common Stock, including approximately 237,000 shares tendered pursuant
to guaranteed delivery procedures, were validly tendered and not withdrawn,
representing approximately 96% of all outstanding shares of Class A Common
Stock. Each share of Class A Common Stock not tendered will be converted into
the right to receive $42.00 net in cash, without interest, pursuant to a merger
between Talon Acquisition Company, a wholly-owned subsidiary of Giant Eagle,
and Riser Foods, which is expected to be completed within 25 days subject to
extensions to meet regulatory approvals.
Currently, Giant Eagle operates 56 company-owned stores and supplies 86
independently owned Giant Eagle stores. Riser Foods operates 35 company-owned
stores under the Rini-Rego Stop-n-Shop banner, which are part of the 54-store
Stop-n-Shop Supermarket Association. Riser also owns American Seaway Foods,
which serves approximately 500 wholesale outlets including many fine
independent supermarkets and mass-merchandising retailers. In addition, Riser's
Eagle Ice Cream operation manufactures private-label ice cream products.
