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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES ACT OF 1934
R.H. PHILLIPS, INC.
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(Name of Subject Company)
R.H. PHILLIPS, INC.
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(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(INCLUDING ASSOCIATED OPTIONS
AND WARRANTS)
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(Title and Classes of Securities)
749573101
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(Cusip Number of Class of Securities)
__________________
MICHAEL MOTRONI
CHIEF FINANCIAL OFFICER
R.H. PHILLIPS, INC.
26836 COUNTY ROAD 12A
ESPARTO, CA 95627
(530) 662-3215
WITH A COPY TO:
FRANK E. FARELLA, ESQ.
JAMES E. GRAND, ESQ.
FARELLA BRAUN & MARTEL LLP
235 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
(415) 954-4400
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(Name, Address and Telephone number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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R.H. PHILLIPS, INC. NEWS RELEASE
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CONTACT: Mike Motroni
Chief Financial Officer
(530) 662-3215
FOR IMMEDIATE RELEASE
R.H. PHILLIPS, INC. ENTERS INTO AGREEMENT AND
PLAN OF MERGER WITH
VINCOR INTERNATIONAL INC.
ESPARTO, Calif., August 28, 2000 -- R.H. Phillips, Inc. (RHPS - NASDAQ)
announced that it has entered into an Agreement and Plan of Merger with Vincor
International Inc. (VC-TO) pursuant to which Vincor would make a cash tender
offer for all of the outstanding common stock of R.H. Phillips at a price of
$7.00 per share in cash. The transaction has a total value, including the R.H.
Phillips debt to be assumed by Vincor, of approximately $92 million.
The directors of R.H. Phillips unanimously approved the Vincor transaction
on the unanimous recommendation of a Special Committee of directors formed to
consider the proposal, and will recommend that R.H. Phillips' shareholders
accept the Vincor offer and tender their shares. First Security Van Kasper
served as the financial advisor to the Special Committee and the Board in
connection with the transaction and issued an opinion stating, among other
things, that the merger consideration is fair to the shareholders of R.H.
Phillips from a financial point of view.
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John Giguiere, Co-President of R.H. Phillips, Inc. stated, "we are
delighted to have achieved our goal of completing a negotiated transaction which
serves the best interests of R.H. Phillips and Vincor and their respective
shareholders. Our strategic goals have been two fold: to develop R.H. Phillips
as one of the top super premium brands in the California wine business and to
develop the Dunnigan Hills appellation as one of the premier viticultural
regions in the state. We believe that this transaction moves us closer to these
goals. We are excited about the opportunity to partner with Vincor to launch
R.H. Phillips into a new era of growth that will enhance the vitality and
competitiveness of the North American wine industry. We look forward to the
exciting future that lies ahead."
Under the terms of the 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 at $7.00 per share in cash.
Following the consummation of the tender offer, Toast Acquisition Company will
be merged with and into R.H. Phillips, Inc., with R.H. Phillips, Inc. as the
surviving corporation. Tender offer documents are expected to be mailed to R.H.
Phillips shareholders within ten days. Certain shareholders and directors of
R.H. Phillips, Inc. owning an aggregate of 2.2 million shares, representing
approximately 33% percent of R.H. Phillips' outstanding common stock, have
agreed to tender their shares in the tender offer.
The tender offer will be conditioned upon: (1) the tender of a minimum of
ninety percent (90%) of R.H. Phillips' outstanding shares of common stock; (2)
the expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976; and (3) certain other customary conditions
for transactions of this type. Scotia Capital, an affiliate of The Bank of Nova
Scotia, has issued a commitment letter for an acquisition credit facility to
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finance the transaction. The Commitment Letter is subject to the satisfactory
completion by the The Bank of Nova Scotia of its due diligence, the satisfaction
of all conditions to the consummation of the tender offer, and other customary
conditions.
In the merger to follow the consummation of the tender offer, each share of
R.H. Phillips, Inc. common stock outstanding and not tendered pursuant to the
offer will be converted into the right to receive $7.00 in cash without further
action by the Company's shareholders. There are currently approximately
6,695,000 shares of R.H. Phillips, Inc. common stock outstanding.
Under the terms of the merger agreement, R.H. Phillips has agreed not to
solicit other acquisition proposals. The Board of Directors may consider
unsolicited proposals in the exercise of its fiduciary duties. However, R.H.
Phillips has agreed to pay a topping fee of $9 million to Vincor if R.H.
Phillips terminates the Vincor agreement and consummates a business combination
with another party which is announced within one year of terminating the Vincor
agreement. The shareholders who agreed to tender their shares have also agreed
to pay Vincor 50% of the purchase price of their shares in excess of $7.00 per
share if R.H. Phillips consummates a business combination with another party
which is announced within two years of terminating the Vincor agreement.
R.H. Phillips, Inc. common stock is traded on the NASDAQ under the symbol
"RHPS." The last reported sale price of the common stock on August 25, 2000 was
$4.75.
R.H. Phillips, Inc. produces and sells premium varietal table wines. It is
located in the Dunnigan Hills Viticultural Region, which is situated near the
wine regions of Napa and Sonoma, California. The winery specializes in the
production of Chardonnay and Syrah, a Mediterranean varietal, and produces both
premium and super premium wines.
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Vincor International, Inc. is Canada's leading producer and marketer of
wines and related products, with leading brands in all segments of the market.
Vincor owns and operates 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 generated net sales of CN $268.2 million for its fiscal year
ended March 31, 2000.
Vincor's common stock is listed on The Toronto Stock Exchange under the
symbol "VN." For further information about Vincor, contact Donald L. Triggs,
President and Chief Executive Officer, Vincor International, Inc., (905) 564-
6900.
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, INC. WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION AND R.H. PHILLIPS, INC. 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 CAREFULLY READ BY R.H. 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, INC., 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 WEB SITE AT "www.sec.gov".
R.H. PHILLIPS, INC. STATES THAT INFORMATION CONTAINED IN THIS PRESS RELEASE,
OTHER THAN HISTORICAL INFORMATION, SHOULD BE CONSIDERED FORWARD-LOOKING IN
NATURE AND IS SUBJECT TO VARIOUS RISKS, UNCERTAINTIES AND ASSUMPTIONS. SHOULD
ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING
ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE
ANTICIPATED, ESTIMATED OR EXPECTED. AMONG THE KEY FACTORS THAT MAY HAVE A
DIRECT BEARING ON THE OPERATING RESULTS, PERFORMANCE OR FINANCIAL CONDITION ARE
VINCOR'S ABILITY TO ACHIEVE AND MANAGE GROWTH; ABILITY TO SUCCESSFULLY IDENTIFY
SUITABLE ACQUISITION CANDIDATES, COMPLETE ACQUISITIONS OR INTEGRATE THE ACQUIRED
BUSINESS INTO ITS OPERATIONS; ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL;
ABILITY TO DEVELOP NEW SERVICES; CONDITIONS IN THE WINE INDUSTRY; GENERAL
ECONOMIC CONDITIONS AND OTHER FACTORS DISCUSSED FROM TIME TO TIME IN R.H.
PHILLIPS' FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
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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.
R.H. PHILLIPS, INC.
By: /s/ John Giguiere
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(Signature)
John Giguiere, Chairman
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(Name and Title)
August 28, 2000
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(Date)
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