SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 10(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______)
R.H. Phillips, Inc.
____________________________________________________________
(Name of Subject Company (Issuer))
Vincor International, Inc. (parent of Vincor Holdings)
Vincor Holdings, Inc. (will be parent of Offeror)
Toast Acquisition Company, Inc. (Offeror)
____________________________________________________________
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Common Stock
____________________________________________________________
(Title of Classes of Securities)
749573 101
____________________________________________________________
(CUSIP Number of Class of Securities)
Alan K. MacDonald, Brown, Todd & Heyburn PLLC
400 W. Market, Louisville, KY 40202
(502) 589-5400
___________________________________________________________
(Name, Address and Telephone Numbers of Person
Authorized to receive Notices and Communications on Behalf
of Filing Persons)
CALCULATION OF FILING FEE
____________________________________________________________
Transaction
Valuation* Amount of Filing Fee*
_____________________________________________________________
*Set forth the amount on which the filing fee is calculated
and state how it was determined.
Not required in connection with this filing which contains
solely preliminary communications made before the
commencement of a tender offer.
[ ] 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: _____________ Filing Party: ___________________
Form or Registration No.: ___________ Date Filed: ____________________
[x] Check the box if the filing relates solely to
preliminary communications made before the
commencement of a tender offer.
The press release announcing the transaction is attached hereto.
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.
<PAGE>
PRESS RELEASE
____________________________________________________________
VINCOR INTERNATIONAL LAUNCHES CASH OFFER
FOR CALIFORNIA PREMIUM WINERY R.H. PHILLIPS
FOR IMMEDIATE RELEASE
TSE SYMBOL: VN
MISSISSAUGA, ON, August 28, 2000 - Vincor International
Inc., Canada's leading wine company, today announced it has
signed an agreement to acquire California winemaker R.H.
Phillips, Inc. for US$95 million. The offer is for US$7.00
per share in cash for all of the outstanding shares of R. H.
Phillips. The target date for completing the transaction is
September 30, 2000, the mid-point in Vincor's fiscal year.
Based in the Dunnigan Hills area of California, 30
miles northeast of the Napa Valley, R. H. Phillips is a
leading producer of premium and super premium wines, with
net sales of US$29.2 million in the past twelve months. The
company is experiencing strong growth, and expects to sell
nearly 500,000 cases of wine this year. Its best-known wines
include Toasted Head Chardonnay and EXP Syrah. The company
has a modern winery, superior vineyard, and sufficient
capacity for an additional 50% growth in volume.
"Acquiring R.H. Phillips supports Vincor's growth
strategy in two important ways," said Donald L. Triggs,
Vincor President and Chief Executive Officer. "Vincor is
committed to expanding its portfolio in the fastest growing
segments of the wine market. R.H. Phillips is focused on the
super-premium category, which is growing at 15% per year.
They have an impressive portfolio of wines in the cachet
varietals, such as Syrah and Viognier, which complement our
own super-premium brands, Inniskillin, Jackson-Triggs, Sumac
Ridge, and Hawthorne Mountain.
"Secondly, R. H. Phillips' national network of 90
distributors and more than 30 sales professionals will
facilitate the marketing of our leading products, such as
icewine, in the US. The company will also provide a solid
platform for any future U.S. acquisitions as well as the
international expansion of Vincor's business."
Mr. Triggs added: "We are particularly pleased that
John and Karl Giguiere, who founded R.H. Phillips in 1981,
will continue to play key management roles in the company.
Indeed, the entire senior management team has agreed to
continue building R.H. Phillips into the future."
The agreement calls for breaking and topping fees
payable to Vincor should the agreement be broken or should
another company top Vincor's offer. Certain shareholders and
directors of R.H. Phillips, Inc. owning an aggregate of
2,361,198 shares, representing approximately 35% of R.H.
Phillips, Inc.'s outstanding common stock, have agreed to
tender their shares to the offer. The agreement also
requires R.H. Phillips not to solicit other acquisition
proposals. The price represents an enterprise value of
approximately nine times R.H. Phillips' EBITDA in the past
12 months. Vincor will assume R. H. Phillips' debt of
approximately US$35 million. Vincor anticipates that the
acquisition will be neutral to earnings in fiscal 2001, and
will be accretive in fiscal 2002 and beyond. Vincor will
finance the acquisition with bank debt.
Under the terms of the merger agreement, Toast
Acquisition Company Inc., a wholly-owned subsidiary of
Vincor will promptly commence a tender offer for all of the
outstanding shares of R.H. Phillips Inc. Tender offer
documents are expected to be mailed to R.H. Phillips, Inc.
shareholders within the next 10 days.
The tender offer is conditional upon the receipt of a
minimum of 90% of R.H. Phillips' common stock, regulatory
approval, and certain other conditions customary for
transactions of this type.
Vincor International Inc. is Canada's largest producer
and marketer of wines and related products, with leading
brands in all segments of the market. The Company has
wineries in British Columbia, Ontario, Quebec and New
Brunswick, and markets wines produced from grapes grown in
the Niagara Peninsula of Ontario, and the Okanagan Valley of
British Columbia. Vincor's premium brands include
Inniskillin, Jackson-Triggs, Sumac Ridge, Hawthorne Mountain
and Sawmill Creek. Vincor also owns Wine Rack, Ontario's
largest independent wine retailer, with more than 160
stores.
Vincor's common shares are listed on the Toronto Stock
Exchange under the symbol VN.
- 30 -
For more information:
Donald L. Triggs,
President and Chief Executive Officer
Vincor International Inc.
(905) 564-6900.
<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES OF THE COMPANY. AT
THE TIME THE OFFER IS COMMENCED, VINCOR INTERNATIONAL WILL
FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION AND R.H. PHILLIPS WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
SHOULD BE READ CAREFULLY BY RH. PHILLIPS SHAREHOLDERS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE OFFER
TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION
STATEMENT, WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF
R.H. PHILLIPS, AT NO EXPENSE TO THEM, THE TENDER OFFER
STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED
LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED
WITH THE COMMISSION) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.
