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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. 2)
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, Esq. David J. Matlow
Alan K. MacDonald, Esq. 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
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TRANSACTION VALUE* AMOUNT OF FILING FEE
$62,128,423 $12,426
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* 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:
/ / 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:
/ /
On September 19, 2000, Vincor International Inc. issued a
press release to announce that Vincor had received notice of the
early termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act in connection with its cash
tender offer for the outstanding common shares of R.H. Phillips at
a purchase price of $7.00 per share.
The press release is attached as Exhibit (a)(5)(iii) to
this amendment.
Item 12 is hereby amended to add the September 19, 2000 press
release as new exhibit (a)(5)(iv) 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, 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
*(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
*(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
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: September 19, 2000
VINCOR HOLDINGS, INC.
By: /s/ Richard G. Jones
Name: Richard G. Jones
Title: Executive Vice-President
Date: September 19, 2000
VINCOR INTERNATIONAL INC.
By: /s/ Richard G. Jones
Name: Richard G. Jones
Title: Executive Vice-President
Date: September 19, 2000
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
*(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
*(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
