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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
R.H. Phillips, Inc.
(Name of Subject Company (Issuer))
Vincor International Inc.
Vincor Holdings, Inc.
Toast Acquisition Company, Inc.
(Name of Filing Persons)
Common Stock, No Par Value
(Title of Class of Securities)
749573 101
(CUSIP Number of Class of Securities)
Donald L. Triggs
President, Vincor International Inc.
441 Courtneypark East Drive
Mississauga, Ontario, Canada L5T 2V3
(905) 564-6900
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
COPIES TO:
Jay Middleton Tannon David J. Matlow
Alan K. MacDonald Goodman Phillips & Vineberg
Brown, Todd & Heyburn PLLC 250 Yonge Street, Suite 2400
400 West Market Street, 32nd Floor Toronto, Ontario, Canada M5B 2M6
Louisville, Kentucky 40202-3363 (416) 979-2211
(502) 589-5400
CALCULATION OF FILING FEE
<TABLE>
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<S> <C>
TRANSACTION VALUE* AMOUNT OF FILING FEE
$62,128,423 $12,426
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</TABLE>
* Estimated for the purpose of calculating the filing fee only. This amount
assumes the purchase of all outstanding shares of Common Stock, no par value, of
R.H. Phillips, Inc. at $7.00 per share. The number of shares used in this
calculation consists of 8,875,489 shares (which includes 6,695,331 shares issued
and outstanding, options to purchase 664,844 shares and warrants to purchase
1,515,314 shares, in each case as of August 25, 2000), less shares owned by
Issuer, Offeror and their affiliates which will not be purchased in the offer.
The amount of the filing fee, calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, equals 1/50th of 1% of the value of the shares
to be purchased.
** Previously paid in connection with the filing of Schedule TO on September 7,
2000.
/ / Check the 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: Not applicable
Form or Registration Number: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
/X/
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This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on September 7, 2000, by Vincor International Inc. ("Parent"), a
corporation organized under the laws of Canada, Vincor Holdings, Inc. ("Hold
Co."), a Delaware corporation and subsidiary of Parent, and Toast Acquisition
Company, Inc. ("Purchaser"), a California corporation and wholly owned
subsidiary of Hold Co. Parent, Hold Co. and Purchaser are sometimes referred to
together as the "Purchaser Group." The Schedule TO refers to the offer by the
Purchaser (the "Offer") to purchase all of the outstanding shares of the common
stock ("Shares") of R.H. Phillips, Inc., a California corporation (the
"Company"), at a purchase price of $7.00 per Share, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 7, 2000
(the "Offer to Purchase") and the related Letter of Transmittal included in the
Schedule TO.
The following items in the Schedule TO are hereby amended in order to amend
in the manner described below the disclosure in the Offer to Purchase:
Items 1 and 4 of the Schedule TO are hereby amended and supplemented to
include the following information:
The Offer terminated at midnight, New York time, on Wednesday October 4,
2000. As of the time the Offer expired, 6,266,803 shares of the Company
Common Stock had been tendered into the Offer and not withdrawn,
representing approximately 93.6% of the issued and outstanding shares of
the Company Common Stock. Purchaser has accepted all properly tendered
shares for prompt payment.
Item 11 of the Schedule TO is hereby amended and supplemented to include
the following information under "The Merger Agreement -- Consents" on page 25 of
the Offer to Purchase:
On September 19, 2000, Parent announced that it had received notice of the
early termination of the waiting period under the HSR Act.
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Item 12 of the Schedule TO is hereby amended to add the October 5, 2000
press release as new exhibit (a)(5)(v) as follows:
Item 12. Exhibits
*(a)(1)(i) Offer to Purchase, dated September 7, 2000
*(a)(1)(ii) Letter of Transmittal
*(a)(1)(iii) Notice of Guaranteed Delivery
*(a)(1)(iv) Letter from Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
*(a)(1)(v) Letter to Clients from Brokers, Dealers, Commercial
Banks, Companies and Other Nominees
*(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(2) Not applicable
(a)(3) Not applicable
(a)(4) Not applicable
*(a)(5)(i) Agreement and Plan of Merger, dated August 25, 2000,
among International Inc., Vincor Holdings, Inc., Toast
Acquisition Company, Inc. and R.H. Phillips, Inc.
*(a)(5)(ii) Plan of Merger (attached as Appendix A to the Offer to
Purchase)
*(a)(5)(iii) Joint Press Release issued by Vincor International Inc.
and R.H., Inc. on September 7, 2000
*(a)(5)(iv) Press Release issued by Vincor International Inc. on
September 19, 2000
(a)(5)(v) Press Release issued by Vincor International Inc. on
October 5, 2000
*(b)(1) Acquisition Facility Commitment Letter, dated
August 28, 2000
*(b)(2) Senior Secured Commitment Letter dated September 5,
2000
*(b)(3) Letter of Confirmation dated September 5, 2000 from
The Bank of Nova Scotia
*(d)(1) Employment Agreement, dated August 25, 2000, between
the Company and John Giguiere
<PAGE>
*(d)(2) Employment Agreement, dated August 25, 2000, between
the Company and Karl Giguiere
*(d)(3) Grape Purchase Agreement, dated August 25, 2000,
between the Company and JK Vineyards, LLC
*(d)(4) Form of Support Agreement entered into by John Giguiere
and Karl Giguiere
*(d)(5) Form of Support Agreement entered into by Lane
Giguiere, RHP Vineyards, Inc., R. H. Phillips
Vineyard, Inc., Ken Coit, Donna Coit, Victor Motto and
David Gemmer
*(d)(6) R.H. Phillips, Inc. Management Incentive Plan is
attached as Annex A to the Employment Agreements.
(g) Not applicable
(h) Not applicable
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* previously filed
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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.
TOAST ACQUISITION COMPANY, INC.
By: /s/ Richard G. Jones
Name: Richard G. Jones
Title: Executive Vice-President
Date: October 5, 2000
VINCOR HOLDINGS, INC.
By: /s/ Richard G. Jones
Name: Richard G. Jones
Title: Executive Vice-President
Date: October 5, 2000
VINCOR INTERNATIONAL INC.
By: /s/ Richard G. Jones
Name: Richard G. Jones
Title: Executive Vice-President
Date: October 5, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER TITLE
-------------- -----
*(a)(1)(i) Offer to Purchase, dated September 7, 2000
*(a)(1)(ii) Letter of Transmittal
*(a)(1)(iii) Notice of Guaranteed Delivery
*(a)(1)(iv) Letter from Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
*(a)(1)(v) Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
*(a)(1)(vi) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(2) Not applicable
(a)(3) Not applicable
(a)(4) Not applicable
*(a)(5)(i) Agreement and Plan of Merger, dated August 25, 2000,
among Vincor International Inc., Vincor Holdings, Inc.,
Toast Acquisition Company, Inc. and R.H. Phillips, Inc.
*(a)(5)(ii) Plan of Merger (attached as Appendix A to the Offer to
Purchase)
*(a)(5)(iii) Joint Press Release issued by Vincor International Inc.
and R.H. Phillips, Inc. on September 7, 2000
*(a)(5)(iv) Press Release issued by Vincor International Inc. on
September 19, 2000
(a)(5)(v) Press Release issued by Vincor International Inc. on
October 5, 2000
*(b)(1) Acquisition Facility Commitment Letter, dated
August 28, 2000
*(b)(2) Senior Secured Commitment Letter dated September 5,
2000
*(b)(3) Letter of Confirmation dated September 5, 2000 from
The Bank of Nova Scotia
*(d)(1) Employment Agreement, dated August 25, 2000, between
the Company and John Giguiere
<PAGE>
*(d)(2) Employment Agreement, dated August 25, 2000, between
the Company and Karl Giguiere
*(d)(3) Grape Purchase Agreement, dated August 25, 2000,
between the Company and JK Vineyards, LLC
*(d)(4) Form of Support Agreement entered into by John Giguiere
and Karl Giguiere
*(d)(5) Form of Support Agreement entered into by Lane
Giguiere, RHP Vineyards, Inc., R. H. Phillips
Vineyard, Inc., Ken Coit, Donna Coit, Victor Motto and
David Gemmer
*(d)(6) R.H. Phillips, Inc. Management Incentive Plan is
attached as Annex A to the Employment Agreements.
(g) Not applicable
(h) Not applicable
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* previously filed
