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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): October 14, 1999
MAXXIM MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Texas 0-18208 76-0291634
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10300 49th Street North
Clearwater, Florida 33762
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 727-561-2100
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ITEM 5. OTHER EVENTS.
On October 14, 1999, Maxxim Medical issued a press release announcing
the results of its consent solicitation relating to the amendment of the
indenture governing its outstanding 10-1/2% Senior Subordinated Notes due 2006
(the "Notes"), a copy of which is attached hereto as Exhibit 99.1. On October
15, 1999, Maxxim Medical issued a press release announcing the determination of
the price to be paid for the Notes in its tender offer for such Notes, a copy
of which is attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
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<S> <C>
99.1 Press Release, dated October 14, 1999
99.2 Press Release, dated October 15, 1999.
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
MAXXIM MEDICAL, INC.
By: /s/ Peter M. Graham
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Peter M. Graham
Senior Executive Vice President,
Secretary and Chief Operating Officer
Dated: October 15, 1999
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
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<S> <C>
99.1 Press Release, dated October 14, 1999
99.2 Press Release, dated October 15, 1999.
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MAXXIM MEDICAL, INC. ANNOUNCES RESULTS OF CONSENT SOLICITATION RELATING
TO CASH TENDER OFFER FOR ITS 10-1/2% SENIOR SUBORDINATED NOTES DUE 2006
CLEARWATER, FL, October 14, 1999 - Maxxim Medical, Inc. (NYSE: MAM)
today announced that it has received the necessary consents to amendments to
the Indenture governing its outstanding 10-1/2% Senior Subordinated Notes due
2006 from the holders of such Notes. Maxxim commenced a cash tender offer to
purchase any and all of the $100 million aggregate principal amount of the
outstanding Notes on September 30, 1999, as well as a related consent
solicitation. Maxxim announced that, as of 5:00 p.m. on October 14, it had
received the consent of holders of more than $99.9 million of the $100 million
outstanding principal amount of the Notes, and that all of such Notes had been
tendered.
The consent solicitation will expire at 5:00 p.m., New York City time,
on Friday, October 15, 1999, unless extended, provided that as of such time
holders of not less than a majority of the outstanding principal amount have
provided, and not revoked, consents to the amendments. Consents may be revoked
at any time prior to such time, but thereafter are irrevocable unless the
tender offer is terminated. Holders who consent to the amendments are required
to tender their Notes and holders who tender their Notes prior to the
expiration of the consent solicitation are required to consent to the proposed
amendments. Holders who tender their Notes after the expiration of the consent
solicitation will not be entitled to receive the consent payment.
The total consideration to be paid for each validly tendered Note and
properly delivered consent will be based upon a fixed spread of 50 basis points
over the yield to maturity on the 5-1/2% U.S. Treasury Note due July 31, 2001,
and will include a consent payment of $20.00 per $1,000 principal amount of the
Notes. The yield to maturity of the reference U.S. Treasury Note used in the
fixed spread formula will be set at 2:00 p.m., New York City time, on Friday,
October 15, 1999, unless the offer is extended under certain circumstances.
The tender offer will expire at 12:01 a.m., New York City time, on
Friday, October 29, 1999, unless extended. The offer is subject to the
satisfaction of certain conditions including the valid tender of at least a
majority in aggregate principal amount of the outstanding Notes and the receipt
of consents from the holders thereof.
The purpose of the consent solicitation is to amend the Indenture
governing the Notes to eliminate substantially all of the restrictive covenants
contained in such Indenture. The amendments would allow Maxxim, among other
things, to consummate its previously announced merger in which it would be
acquired by investment funds managed by Fox Paine & Company, LLC, certain other
minority investors, certain members of Maxxim's senior executive management and
certain other existing shareholders. The tender offer and consent solicitation
are being conducted in connection with the merger. The tender offer and the
effectiveness of the
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amendments to the Indenture governing the Notes are conditioned upon, among
other things, the closing of the merger.
Chase Securities Inc. is the exclusive Dealer Manager and Solicitation
Agent for the tender offer and the consent solicitation. The tender offer and
consent solicitation are being made pursuant to an Offer to Purchase and
Consent Solicitation Statement, dated September 30, 1999, as amended and
supplemented from time to time, and a related Consent and Letter of
Transmittal, which set forth the complete terms of the tender offer and consent
solicitation. Additional information concerning the terms of the tender offer
and consent solicitation, tendering Notes, delivering consents and the
conditions to the tender offer and consent solicitation may be directed to
Robert Berk at Chase Securities Inc. at 212/270-1100 (collect). Copies of the
Offer to Purchase and Consent Solicitation Statement and related documents may
be obtained from MacKenzie Partners, Inc., the Information Agent, at (212)
929-5500 (collect) or (800) 322-2885 (toll free).
Maxxim Medical, Inc. is a diversified developer, manufacturer,
distributor and marketer of specialty medical products.
CONTACT: Mary Lugris
Investor Relations
(727) 561-2100
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
MAXXIM MEDICAL, INC. ANNOUNCES PRICING FOR CASH TENDER OFFER OF
ITS 10-1/2% SENIOR SUBORDINATED NOTES DUE 2006
CLEARWATER, FL, October 15, 1999 - Maxxim Medical, Inc. (NYSE: MAM)
today announced that pricing has been set for its offer to purchase for cash
any and all of its 10-1/2% Senior Subordinated Notes due 2006 (the "Notes").
Based upon an assumed payment date of November 4, 1999, the
consideration to be paid for each $1,000 principal amount of validly tendered
Notes not withdrawn (the "Tender Offer Consideration") would be (i) $1,094.12,
the present value of $1,052.50 (the redemption price payable on August 1, 2001
(the first date on which the Notes are redeemable)) determined on the basis of
the yield ("the "Tender Offer Yield") to August 1, 2001 equal to the sum of (x)
5.86% (the yield on the 5-1/2% U.S. Treasury Note due July 31, 2001, as
calculated by Chase Securities Inc. in accordance with standard market
practice, based on the bid price for such security as of 2:00 p.m., New York
City time, on October 15, 1999 (the "Price Determination Date"), the tenth
business day immediately preceding October 29, 1999 (the "Tender Offer
Expiration Date"), as displayed on the Bloomberg Government Pricing Monitor on
"Page PX3") plus (y) 50 basis points, plus (ii) the present value on the date
on which the Notes are accepted for payment (the "Payment Date") of each of the
interest payments on the Notes scheduled to be paid after the Payment Date up
to and including August 1, 2001, determined on the basis of the Tender Offer
Yield, less accrued and unpaid interest up to, but not including, the Payment
Date, minus (iii) $20.00. Tendering holders will also receive accrued and
unpaid interest up to, but not including, the Payment Date. In addition to the
Tender Offer Consideration, the Company will pay to each registered holder of
the Notes who validly delivered a consent on or prior to 5:00 p.m., New York
City time, on October 15, 1999 (the "Consent Expiration Date") an amount in
cash equal to $20.00 for each $1,000 principal amount of the Notes for which
consents were delivered and not validly revoked as of the Consent Expiration
Date, with such payment being made on the Payment Date. The total consideration
with respect to each $1,000 principal amount of the validly tendered Notes and
the related validly delivered consent would be $1,114,12, based upon the
assumed Payment Date.
In the event that the offer to purchase the Notes is extended for any
period of time longer than ten full business days from the previously scheduled
Tender Offer Expiration Date, a new Price Determination Date will be
established. In the event that the offer to purchase the Notes is extended for
any period of time less than ten full business days from the previously
scheduled Tender Offer Expiration Date, a new Price Determination Date may be
established. In either event, the Tender Offer Expiration Date will not be less
than ten full business days after such new Price Determination Date.
Information regarding the pricing, tender and delivery procedures and
conditions of the tender offer are contained in the Offer to Purchase and
Consent Solicitation Statement dated September 30, 1999 (the "Statement") and
related documents, which have been sent to the
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holders of the Notes. Chase Securities Inc. is the exclusive Dealer Manager and
Solicitation Agent for the tender offer. Any questions regarding the tender
offer may be directed to Robert Berk at Chase Securities Inc. at (212) 270-1100
(collect). The Statement and related documents can be obtained by contacting
MacKenzie Partners, Inc., the Information Agent, at (212) 929-5500 (collect) or
(800) 322-2885 (toll free).
Maxxim Medical, Inc. is a diversified developer, manufacturer,
distributor and marketer of specialty medical products.
This news release is neither an offer to purchase nor a solicitation
of an offer to sell securities. The tender offer and consent solicitations are
made only by the Statement and related documents.
CONTACT: Mary Lugris
Investor Relations
(727) 561-2100
