<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
Amendment No. 6
to
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
(Name of Issuer)
BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C.,
BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.,
BRSE, L.L.C.,
OSI ACQUISITION, INC.,
RICHARD D. DAVIDSON,
ROWLAND H. GEDDIE, III,
JAMES C. HILLMAN,
DANIEL F. O'SULLIVAN,
MICHAEL P. O'SULLIVAN,
THOMAS M. O'SULLIVAN, JR.,
PHILLIP J. PACEY,
E. THOMAS RIEGEL,
TYRONE E. RIEGEL,
STUART D. SCHOTTE,
TOMMY W. THIEMAN,
O'SULLIVAN PROPERTIES, INC., and
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
(Name of Persons Filing statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
------------------
688609 106
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C>
STEPHEN F. EDWARDS ROWLAND H. GEDDIE, III, ESQ.
BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C. O'SULLIVAN INDUSTRIES HOLDINGS, INC.
BRUCKMANN, ROSSER, SHERRILL & CO., II, L.P. 1900 GULF STREET
BRSE, L.L.C. LAMAR, MISSOURI 64759
126 EAST 56TH STREET, 29TH FLOOR (417) 682-3322
NEW YORK, NY 10022
(212) 521-3724
</TABLE>
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
Copies to:
<TABLE>
<S> <C>
LANCE C. BALK, ESQ. JEFFREY BAGNER, ESQ.
KIRKLAND & ELLIS FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
153 EAST 53RD STREET ONE NEW YORK PLAZA
NEW YORK, NY 10022 NEW YORK, NY 10004
(212) 446-4800 (212) 859-8136
</TABLE>
<PAGE>
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, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [x] The filing of 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
- --------------------------------------------- ---------------------------------
Transaction Valuation* Amount of Filing Fee **
- --------------------------------------------- ---------------------------------
327,876,129.30 65,575.23
- --------------------------------------------- ---------------------------------
*For purposes of calculating fee only. This transaction applies to an aggregate
17,851,869 shares of Common Stock (the sum of (i) 16,248,988 outstanding shares
of Common Stock and (ii) 1,602,881 shares of Common Stock issuable upon the
exercise of currently exercisable stock options).
The per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11(b)(2) is $19.25.
The proposed maximum aggregate value of the transaction is $327,876,129.30 (the
product of (x) the aggregate number of shares (17,851,869), multiplied by (y)
the per share price ($19.25) less price with respect to the shares issuable upon
the exercise of stock options).
** 1/50th of 1% of the transaction valuation. The total fee is $65,575.23 paid
by federal wire transfer to the Commission on June 21, 1999.
[ ] Check box if any part of the fee is offset as provided by Rule
0-ll(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:
Form or Registration No.:
Filing Party:
Date Filed:
- --------------------------------------------- ---------------------------------
2
<PAGE>
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3
("Transaction Statement") is being filed with the Securities and Exchange
Commission (the "Commission") by O'Sullivan Industries Holdings, Inc., a
Delaware corporation (the "Company"), Bruckmann, Rosser, Sherrill & Co. II,
L.P., a private equity fund ("BRS LP"), OSI Acquisition, Inc., a Delaware
corporation and wholly owned subsidiary of BRS LP ("Merger Sub"), the
following executive officers and directors of the Company who are
participating with BRS in the merger: Richard D. Davidson, Rowland H. Geddie,
III, James C. Hillman, Daniel F. O'Sullivan, Michael P. O'Sullivan, Thomas M.
O'Sullivan, Jr., E. Thomas Riegel, Tyrone E. Riegel, Phillip J. Pacey, Stewart
D. Schotte, Tommy W. Thieman (collectively, "Management"), O'Sullivan
Properties, Inc., a Missouri corporation controlled by Thomas M. O'Sullivan,
Sr. ("OPI"), and two affiliates of BRS LP: Bruckmann, Rosser, Sherrill & Co.,
L.L.C. ("BRS") and BRSE, L.L.C. ("BRSE, LLC"). BRS is the manager of BRS LP
pursuant to a Management Agreement dated May 21, 1999 between BRS and BRS LP.
BRSE, LLC is the general partner of BRS LP.
This Transaction Statement relates to the Amended and Restated
Agreement and Plan of Merger, dated as of October 18, 1999 (the
"Merger Agreement"), between the Company and Merger Sub pursuant to which
Merger Sub will be merged with and into the Company (the "Merger"), with the
Company surviving the Merger. Merger Sub was organized at the direction of
BRS for the purpose of consummating the Merger. Concurrently with the filing
of this Transaction Statement, the Company is filing with the Commission a
preliminary proxy statement/prospectus on Form S-4 under the Securities and
Exchange Act of 1934, as amended (together with all annexes thereto, the
"Proxy Statement") relating to a special meeting of shareholders of the
oCmpany. At such meeting, the shareholders of the Company will vote upon a
proposal to approve the Merger Agreement.
A copy of the Proxy Statement is attached hereto as Exhibit (d). A
copy of the Merger Agreement is attached as Appendix A to the Proxy Statement.
Upon the terms and subject to the conditions of the Merger
Agreement, at the Effective Time (as defined below): (i) Merger Sub will be
merged with and into the Company, with the Company continuing as the
surviving corporation (the "Surviving Corporation"); (ii) each share of
common stock of the Company, par value $1.00 per share, issued and
outstanding immediately prior to the Merger (other than shares held in the
Company's treasury or by any of its subsidiaries, some of the shares held by
members of the Company's senior management, three directors and an affiliate
of a fourth director participating with BRS in the Merger, and shares held by
shareholders who are entitled to and have perfected their dissenter's
appraisal rights) will be converted into the right to receive (i) $16.75 in
cash, without interest, and (ii) one share of 12% Senior Preferred Stock of
the Surviving Corporation, with a liquidation preference of $1.50 per share.
The "Effective Time" of the Merger will be the date and time of the filing of
a certificate of merger with the Delaware Secretary of State in accordance
with the Delaware General Corporation Law, which is scheduled to occur as
soon as practicable after the satisfaction or waiver of the closing
conditions contained in the Merger Agreement.
The information in the Proxy Statement and this Transaction
Statement concerning the Company after the completion of the Merger has been
supplied by BRS or Management, information about O'Sullivan before the
completion of the Merger has been supplied by the Company and information
about BRS, BRS LP, BRSE, LLC and the Merger Sub has been supplied by BRS.
3
<PAGE>
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
All references are to portions of the Proxy Statement which are
incorporated herein and made a part hereof by reference.
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM
NUMBER AND CAPTION RESPONSE/CAPTION IN PROXY STATEMENT
------------------ -----------------------------------
<S> <C> <C>
1. Issuer and Class of Security Subject to
the Transaction.
(a)........................................ "The Companies-O'Sullivan Industries Holdings, Inc." and
"Where You Can Find More Information".
(b)........................................ "The Special Meeting-Votes Required for Approval of the
Merger Agreement and the Merger".
(c)-(d).................................... "Market Price and Dividends".
(e)........................................ Not applicable.
(f)........................................ Appendix D to Proxy Statement-"Transactions involving
O'Sullivan Common Stock by BRS, Bruckmann, Rosser,
Sherrill & Co. II, L.P., BRSE, LLC, O'Sullivan and
Executive Officers and Directors of O'Sullivan."
2. Identity and Background. This Transaction Statement is being jointly filed by
the issuer of the class of equity securities which is
the subject of the Rule 13E-3 transaction, and its
affiliates, Merger Sub, BRS, BRS LP, BRSE, LLC,
each member of Management, and OPI.
(a)-(d).................................... Appendix E - "Information Relating to
BRS, Bruckmann, Rosser, Sherrill & Co. II, L.P.,
BRSE, LLC, and their Respective Principals and the
Executive Officers and Directors of OSI, O'Sullivan and
O'Sullivan Properties, Inc." to the Proxy Statement.
(e)-(f).................................... None of the directors or executive officers of the Company,
Merger Sub, OPI or any member of BRS or BRSE, LLC:
(a) was, during the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar
4
<PAGE>
<CAPTION>
SCHEDULE 13E-3 ITEM
NUMBER AND CAPTION RESPONSE/CAPTION IN PROXY STATEMENT
------------------ -----------------------------------
<S> <C> <C>
proceedings) or (b) was 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 violations of, or
prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
(g)........................................ Each director and executive officer of the Company, Merger
Sub, OPI, and each member of BRS and BRSE, LLC,
is a citizen of the United States.
3. Past Contacts, Transactions or
Negotiations.
(a)(1)..................................... "Special Factors-Conflicts of Interest; Arrangements with
Management-ARRANGEMENTS WITH BRS".
(a)(2)..................................... "Special Factors- Background to the Merger"; "-Conflicts of
Interest; Arrangements with Management".
(b)........................................ "Summary-Conflicts of Interest; Arrangements with Management";
"Special Factors-Background of the Merger"; "-Conflicts of
Interest; Arrangements with Management".
4. Terms of the Transaction.
(a)........................................ "Summary-The Merger"; "-What You Will Receive in the
Merger"; "-Completion of the Merger"; "-Termination of
the Merger Agreement"; "-Compensation Payable if Merger
Not Completed"; "-Conflicts of Interest, Arrangements with
Management" and "The Merger Agreement".
(b)........................................ "Special Factors -Conflicts of Interest; Arrangements with
Management -EQUITY INVESTMENT AND CASH PAYMENTS;
-TREATMENT OF STOCK OPTIONS" and "Appraisal Rights of
Dissenting Shareholders".
5. Plans or Proposals of the Issuer or Affiliate
(a)........................................ None.
(b)........................................ None.
(c)........................................ "Special Factors-Consequences of the Merger; Plans for
O'Sullivan after the Merger-DIRECTORS OF O'SULLIVAN
AFTER THE MERGER".
(d)........................................ "Special Factors-Financing of
5
<PAGE>
<CAPTION>
SCHEDULE 13E-3 ITEM
NUMBER AND CAPTION RESPONSE/CAPTION IN PROXY STATEMENT
------------------ -----------------------------------
<S> <C> <C>
the Merger" and "-Description of O'Sullivan
Capital Stock After the Merger".
(e)........................................ None.
(f)........................................ "Special Factors-Consequences of the Merger; Plans for
O'Sullivan after the Merger" and "-Effects of the Merger
on O'Sullivan Capital Stock".
(g)........................................ None.
6. Source and Amount of Funds or Other Consideration.
(a)........................................ "Special Factors-Financing of the Merger".
(b)........................................ "Special Factors-Estimated Fees and Expenses of the Merger"
and "The Merger Agreement-Termination Fees".
(c)(1) and (c)(2).......................... "Special Factors-Financing of the Merger-SENIOR SECURED
CREDIT FACILITY"; AND "-SENIOR SUBORDINATED NOTES" AND SENIOR
DISCOUNT NOTES.
(d)........................................ Not applicable.
7. Purpose(s), Alternatives, Reasons and Effects.
(a)........................................ "Special Factors-Purpose of the Merger" and "-Reasons for
the Merger; Recommendation of the Board of Directors".
(b)........................................ "Special Factors-Reasons for the Merger; Recommendation
of the Board of Directors".
(c)........................................ "Special Factors-Purpose of the Merger" and "-Reasons for
the Merger; Recommendation of the Board of Directors".
(d)........................................ "Special Factors-Consequences of the Merger; Plans for
O'Sullivan After the Merger"; "-Effects of the Merger on
O'Sullivan Capital Stock"; "-Federal Income Tax Consequences"
and "-Accounting Treatment of the Merger".
8. Fairness of the Transaction.
(a)........................................ "Special Factors-Fairness of the Merger" and "-Reasons for
the Merger; Recommendation of the Board of Directors".
(b)........................................ "Special Factors-Fairness of the Merger" and "-Reasons for
the Merger; Recommendations of the Board of Directors".
(c)........................................ "The Special Meeting-Votes Required for Approval of the
Merger Agreement and Merger".
(d)........................................ "Summary-Opinion of O'Sullivan's Financial Advisor" and
"Special Factors-Background to the Merger".
6
<PAGE>
<CAPTION>
SCHEDULE 13E-3 ITEM
NUMBER AND CAPTION RESPONSE/CAPTION IN PROXY STATEMENT
------------------ -----------------------------------
<S> <C> <C>
(e)........................................ "Summary-Recommendation of the Board of Directors" and
"Special Factors-Reasons for the Merger; Recommendation
of the Board of Directors".
(f)........................................ "Special Factors-Background to the Merger"
9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)........................................ "Summary-Opinion of O'Sullivan's Financial Advisor" and
"Special Factors-Opinion of O'Sullivan's Financial Advisor".
(b)........................................ "Summary-Opinion of O'Sullivan's Financial Advisor" and
"Special Factors-Opinion of O'Sullivan's Financial Advisor".
(c)........................................ "Summary-Opinion of O'Sullivan's Financial Advisor" and
"Special Factors-Opinion of O'Sullivan's Financial Advisor".
10. Interest in Securities of the Issuer.
(a)........................................ "Special Factors-Beneficial Ownership of Common Stock".
(b)........................................ "Appendix D to Proxy Statement-Transactions involving
O'Sullivan Common Stock by BRS, Bruckmann, Rosser,
Sherrill & Co. II, L.P., BRSE, LLC, O'Sullivan and the
Executive Officers and Directors of O'Sullivan."
11. Contracts, Arrangements or Understandings with Respect to the Issuer's Securities
"Special Factors-Consequences of the Merger; Plans for
O'Sullivan After the Merger" and "-Conflicts of Interest;
Arrangements with Management".
12. Present Intention and Recommendation of Certain Persons with Regard to the Transaction.
(a)........................................ "Special Factors-Consequences of the Merger; Plans for
O'Sullivan After the Merger" and "-Conflicts of Interest;
Arrangements with Management".
(b)........................................ "Summary-Recommendation of the Board of Directors" and
"Special Factors-Reasons for the Merger; Recommendation
of the Board of Directors".
13. Other Provisions of the Transaction.
(a)........................................ "Appraisal Rights of Dissenting Shareholders".
(b)........................................ Not applicable.
(c)........................................ Not applicable.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM
NUMBER AND CAPTION RESPONSE/CAPTION IN PROXY STATEMENT
------------------ -----------------------------------
<S> <C> <C>
14. Financial Information.
(a)........................................ "Selected Historical Financial Information";
"-Selected Unaudited Pro Forma Financial Information" and
"Unaudited Pro Forma Financial Data".
(b)........................................ "Unaudited Pro Forma Financial Data".
15. Persons and Assets Employed, Retained or Utilized.
(a)........................................ "The Special Meeting-Solicitation of Proxies".
(b)........................................ "The Special Meeting-Solicitation of Proxies".
16. Additional Information. The Proxy Statement and the Appendices attached thereto.
17. Material to be Filed as Exhibits
(a)(1)*.................................... Commitment Letter dated October 17, 1999 among Lehman
Brothers Inc. and Lehman Commercial Paper Inc., BRS and
Merger Sub.
(a)(2)*.................................... Commitment Letter dated October 17, 1999 between BRS L.P.
and Merger Sub.
(b)(1)*.................................... Form of Opinion of Salomon Smith Barney dated October 18,
1999 (attached as Appendix B to the Proxy Statement).
(b)(2)*.................................... Financial Analysis Presentation materials prepared by Salomon Smith
Barney in connection with providing its opinion to the Special
Committee on May 16, 1999.
(b)(3)*.................................... Financial Analysis Presentation materials prepared by Salomon Smith
Barney in connection with providing its opinion to the Special
Committee on October 18, 1999.
(c)*....................................... Amended and Restated Agreement and Plan of Merger dated as of October 18,
1999 between the Company and Merger Sub (attached as Appendix A to the
Proxy Statement).
(d)*....................................... Amendment No. 5 to Form S-4 of O'Sullivan Industries
Holdings, Inc.
(e)*...................................... Section 262 of the Delaware General Corporation Law
(attached as Appendix C to the Proxy Statement).
(f)........................................ Not applicable.
</TABLE>
- -----------------
* Previously filed.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The information set forth in "The Companies-O'Sullivan
Industries Holdings, Inc." and "Where You Can Find More
Information" of the Proxy Statement is incorporated herein by
reference.
8
<PAGE>
(b) The information set forth in "The Special Meeting-Votes
Required for Approval of the Merger Agreement and the Merger"
of the Proxy Statement is incorporated herein by reference.
As of June 24, 1999, there were approximately 855 holders
of record of O'Sullivan common stock.
(c)-(d) The information set forth in "Market Price and Dividends" of
the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) Appendix D to Proxy Statement-"Transactions involving
O'Sullivan Common Stock by BRS, Bruckmann, Rosser, Sherrill &
Co. II, L.P., BRSE, LLC, O'Sullivan and the Executive
Officers and Directors of O'Sullivan".
Item 2. Identity and Background.
(a)-(d) The information set forth in Appendix E-
"Information Relating to BRS, Bruckmann, Rosser, Sherrill &
Co. II, L.P., BRSE, LLC, and their Respective Principals and
the Executive Officers and Directors of OSI, O'Sullivan and
O'Sullivan Properties, Inc." of the Proxy Statement is
incorporated herein by reference.
(e)-(f) None of the directors or executive officers of the Company,
Merger Sub, OPI or any member of BRS or BRSE, LLC: (a) was,
during the last five years, convicted in a criminal proceeding
(excluding traffic violations or similar proceedings) or (b)
was 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 violations of, or prohibiting
activities subject to, federal or state securities laws or
finding any violation of such laws.
(g) Each director and executive officer of the Company, Merger Sub
and OPI, and each member of BRS and BRSE, LLC is a citizen
of the United States.
Item 3. Past Contacts, Transactions or Negotiations.
(a)(1) The information set forth in "Special Factors-Conflicts of
Interest; Arrangements with Management-ARRANGEMENTS WITH BRS"
of the Proxy Statement is incorporated herein by reference.
(a)(2) The information set forth in "Special Factors-Background to
the Merger"; "-Conflicts of Interest; Arrangements with
Management" of the Proxy Statement is incorporated herein
by reference.
(b) The information set forth in "Summary-Conflicts of Interest;
Arrangements with Management"; "Special Factors-Background
of the Merger"; "-Conflicts of Interest; Arrangements with
Management" of the Proxy Statement is incorporated herein
by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in "Summary-The Merger"; "-What You
Will Receive in the Merger"; "-Completion of the Merger";
"-Termination of the Merger Agreement"; "-Compensation Payable
if Merger Not Completed"; "-Conflicts of Interest,
Arrangements
9
<PAGE>
with Management" and "The Merger Agreement" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in "Special Factors -Conflicts of
Interest; Arrangements with Management -EQUITY INVESTMENT AND
CASH PAYMENTS; -TREATMENT OF STOCK OPTIONS" and "Appraisal
Rights of Dissenting Shareholders" of the Proxy Statement is
incorporated herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a) None.
(b) None.
(c) The information set forth in "Special Factors-Consequences of
the Merger; Plans for O'Sullivan after the Merger-DIRECTORS
OF O'SULLIVAN AFTER THE MERGER" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in "Special Factors-Financing the
Merger" and "-Description of O'Sullivan Capital Stock After
the Merger" of the Proxy Statement is incorporated herein by
reference.
(e) None.
(f) The information set forth in "Special Factors-Consequences of
the Merger; Plans for O'Sullivan after the Merger" and
"-Effects of the Merger on O'Sullivan Capital Stock" of the
Proxy Statement is incorporated herein by reference.
(g) None.
Item 6. Source and Amount of Funds or Other Consideration.
(a) "Special Factors- Financing of the Merger" of the Proxy
Statement is incorporated herein by reference.
(b) The information set forth in "Special Factors-Estimated Fees
and Expenses of the Merger" and "The Merger Agreement-
Termination Fees" of the Proxy Statement is incorporated
herein by reference.
(c)(1) The information set forth in "Special Factors-Financing of
and the Merger-SENIOR SECURED CREDIT FACILITY"; AND "-SENIOR
(c)(2) SUBORDINATED NOTES AND SENIOR DISCOUNT NOTES" of the Proxy
Statement is incorporated herein by reference.
(d) Not applicable
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information set forth in "Special Factors-Purpose of the
Merger" and "-Reasons for the Merger; Recommendation of the
Board of Directors" of the Proxy Statement is incorporated
herein by reference.
10
<PAGE>
(b) The information set forth in "Special Factors-Reasons for the
Merger; Recommendation of the Board of Directors" of the Proxy
Statement is incorporated herein by reference.
(c) The information set forth in "Special Factors-Purpose of the
Merger" and "-Reasons for the Merger; Recommendation of the
Board of Directors" of the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in "Special Factors-Consequences of
the Merger; Plans for O'Sullivan After the Merger"; "-Effects
of the Merger on O'Sullivan Capital Stock"; "-Federal
Income Tax Consequences" and "-Accounting Treatment of the
Merger" of the Proxy Statement is incorporated herein by
reference.
Item 8. Fairness of the Transaction.
(a) The information set forth in "Special Factors-Fairness of the
Merger" and "-Reasons for the Merger; Recommendation of the
Board of Directors" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth in "Special Factors-Fairness of the
Merger" and "-Reasons for the Merger; Recommendations of the
Board of Directors" of the Proxy Statement is incorporated
herein by reference.
(c) The information set forth in "The Special Meeting-Votes
Required for Approval of the Merger Agreement and Merger" of
the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "Summary-Opinion of
O'Sullivan's Financial Advisor" and "Special
Factors-Background to the Merger" of the Proxy Statement is
incorporated herein by reference.
(e) The information set forth in "Summary-Recommendation of the
Board of Directors" and "Special Factors-Reasons for the
Merger; Recommendation of the Board of Directors" is
incorporated herein by reference.
(f) The information set forth in "Special Factors-Background to
the Merger" is incorporated herein by reference.
Item 9 Reports, Opinions, Appraisals and Certain Negotiations.
(a) The information set forth in "Summary-Opinion of O'Sullivan's
Financial Advisor" and "Special Factors-Opinion of
O'Sullivan's Financial Advisor" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in "Summary-Opinion of O'Sullivan's
Financial Advisor" and "Special Factors-Opinion of
O'Sullivan's Financial Advisor" of the Proxy Statement is
incorporated herein by reference.
(c) The information set forth in "Summary-Opinion of O'Sullivan's
Financial Advisor" and "Special Factors-Opinion of
O'Sullivan's Financial Advisor" of the Proxy Statement is
incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
(a) The information set forth in "Special Factors-Beneficial
Ownership of Common Stock" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in "Appendix D to Proxy Statement -
Transactions involving O'Sullivan Common Stock by BRS,
Bruckmann, Rosser, Sherrill & Co. II, L.P., BRSE, LLC,
O'Sullivan and the Executive Officers and Directors of
O'Sullivan" of the Proxy Statement is incorporated herein
by reference.
11
<PAGE>
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
The information set forth "Special Factors-Consequences of the Merger;
Plans for O'Sullivan After the Merger" and "-Conflicts of Interest;
Arrangements with Management" of the Proxy Statement is incorporated
herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) The information set forth in "Special Factors-Consequences of
the Merger; Plans for O'Sullivan After the Merger"
"-Conflicts of Interest; Arrangements with Management" of
the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "Summary-Recommendation of the
Board of Directors" and "Special Factors-Reasons for the
Merger; Recommendation of the Board of Directors" of the
Proxy Statement is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth in "Appraisal Rights of Dissenting
Shareholders" of the Proxy Statement is incorporated herein by
reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in "Selected Historical Financial
Information"; "-Selected Unaudited Pro Forma Financial
Information" and "Unaudited Pro Forma Financial Data"
of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "Unaudited Pro Forma Financial
Data" of the Proxy Statement is incorporated herein by
reference.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) The information set forth in "The Special Meeting-Solicitation
of Proxies" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "The Special Meeting-Solicitation
of Proxies" of the Proxy Statement is incorporated herein by
reference.
Item 16. Additional Information.
The Proxy Statement and the Appendices attached thereto.
12
<PAGE>
Item 17. Material to be filed as Exhibits.
(a)(1) Commitment Letter dated October 17, 1999 among Lehman Brothers Inc.
and Lehman Commercial Paper Inc., BRS and Merger Sub.
(a)(2) Commitment Letter dated October 17, 1999 between Bruckmann, Rosser,
Sherrill & Co. II, L.P. and Merger Sub.
(b)(1) Opinion of Salomon Smith Barney included as Appendix B to the Proxy
Statement.
(b)(2) Financial Analysis Presentation materials prepared by Salomon Smith
Barney in connection with providing its opinion to the Special
Committee on May 16, 1999.
(b)(3) Financial Analysis Presentation materials prepared by Salomon Smith
Barney in connection with providing its opinion to the Special
Committee on October 18, 1999.
(b)(c) Amended and Restated Agreement and Plan of Merger, dated October 18,
1999, between O'Sullivan Industries Holdings, Inc. and OSI
Acquisition Inc. included as Appendix A to the Proxy Statement.
(d) Amendment No. 4 to Form S-4 of O'Sullivan Industries Holdings, Inc.
(e) Section 262 of the Delaware General Corporation Law included as
Appendix C to the Proxy Statement.
(f) Not applicable.
13
<PAGE>
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.
December 6, 1999 O'SULLIVAN INDUSTRIES HOLDINGS, INC.
By: /s/ Richard D. Davidson
--------------------------------------
Name: Richard D. Davidson
Title: President and Chief Operating Officer
OSI ACQUISITION CORP.
By: /s/ Stephen F. Edwards
--------------------------------------
Name: Stephen F. Edwards
Title: President
BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.
By: BRSE, L.L.C., its general partner
By: /s/ Stephen F. Edwards
---------------------------------
Name: Stephen F. Edwards
Title: Manager
BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C.
By: /s/ Stephen F. Edwards
---------------------------------
Name: Stephen F. Edwards
Title: Manager
BRSE, L.L.C.
By: /s/ Stephen F. Edwards
---------------------------------
Name: Stephen F. Edwards
Title: Manager
/s/ Richard D. Davidson
--------------------------------------
RICHARD D. DAVIDSON
14
<PAGE>
/s/ Rowland H. Geddie, III
--------------------------------------
ROWLAND H. GEDDIE, III
/s/ James C. Hillman
--------------------------------------
JAMES C. HILLMAN
/s/ Daniel F. O'Sullivan
--------------------------------------
DANIEL F. O'SULLIVAN
/s/ Michael P. O'Sullivan
--------------------------------------
MICHAEL P. O'SULLIVAN
/s/ Thomas M. O'Sullivan, Jr.
--------------------------------------
THOMAS M. O'SULLIVAN, JR.
/s/ Phillip J. Pacey
--------------------------------------
PHILLIP J. PACEY
/s/ E. Thomas Riegel
--------------------------------------
E. THOMAS RIEGEL
/s/ Tyrone E. Riegel
--------------------------------------
TYRONE E. RIEGEL
/s/ Stuart D. Schotte
--------------------------------------
STUART D. SCHOTTE
/s/ Tommy W. Thieman
--------------------------------------
TOMMY W. THIEMAN
O'SULLIVAN PROPERTIES, INC.
By: /s/ Thomas M. O'Sullivan, Sr.
----------------------------------
Name: Thomas M. O'Sullivan, Sr.
Title: President
15
<PAGE>
EXHIBIT INDEX
(a)(1)* Commitment Letter dated October 17, 1999 among Lehman Brothers Inc.
and Lehman Commercial Paper Inc., BRS and Merger Sub.
(a)(2)* Commitment Letter dated October 17, 1999 between Bruckmann, Russer,
Sherrill & Co. II, L.P. and Merger Sub.
(b)(1)* Opinion of Salomon Smith Barney included as Appendix B to the Proxy
Statement.
(b)(2)* Financial Analysis Presentation materials prepared by Salomon Smith
Barney in connection with providing its opinion to the Special
Committee on May 16, 1999.
(b)(3)* Financial Analysis Presentation materials prepared by Salomon Smith
Barney in connection with providing its opinion to the Special
Committee on October 18, 1999.
(c)* Amended and Restated Agreement and Plan of Merger dated October 18,
1999 between O'Sullivan Industries Holdings, Inc. and OSI
Acquisition Inc. included as Appendix A to the Proxy Statement.
(d)* Amendment No. 5 to Form S-4 of O'Sullivan Industries Holdings, Inc.
(e)* Section 262 of the Delaware General Corporation Law included as
Appendix C to the Proxy Statement.
(f) Not applicable.
- -----------------
* Previously filed.
