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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
INTERNATIONAL HOME FOODS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
459655 10 6
(CUSIP Number)
THOMAS O. HICKS
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7891
JUNE 22, 2000
(Date of Event which Requires Filing of this Statement on Schedule 13D)
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CUSIP NO. 459655 10 6
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Thomas O. Hicks
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds PF;BK;AF;OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power 564,043
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Number of Shares Beneficially 8 Shared Voting Power 31,525,012
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Owned by Each Reporting
9 Sole Dispositive Power 564,043
Person With ------------------------------------------
10 Shared Dispositive Power 31,525,012
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11 Aggregate Amount Beneficially Owned by each Reporting
Person (1) 32,089,055
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 43.4%
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14 Type of Reporting Person IN
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(1) The reporting person expressly disclaims beneficial ownership with
respect to any shares other than shares owned of record by such reporting
person. See Item 5.
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CUSIP NO. 459655 10 6
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse, Tate & Furst
Equity Fund III, L.P.
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds OO;BK
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization State of Delaware
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7 Sole Voting Power 0
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Number of Shares Beneficially 8 Shared Voting Power 30,649,966
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Owned by Each Reporting
9 Sole Dispositive Power 0
Person With ------------------------------------------
10 Shared Dispositive Power 30,649,966
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11 Aggregate Amount Beneficially Owned by each Reporting
Person (1) 30,649,966
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 41.4%
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14 Type of Reporting Person PN
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CUSIP NO. 459655 10 6
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM3/GP Partners, L.P.
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds OO;AF;BK
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization State of Texas
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7 Sole Voting Power 0
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Number of Shares Beneficially 8 Shared Voting Power 30,803,599
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Owned by Each Reporting
9 Sole Dispositive Power 0
Person With ------------------------------------------
10 Shared Dispositive Power 30,803,599
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11 Aggregate Amount Beneficially Owned by each Reporting
Person (1) 30,803,599
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 41.6%
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14 Type of Reporting Person PN
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CUSIP NO. 459655 10 6
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse GP Partners III, L.P.
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds OO;BK;AF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization State of Texas
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7 Sole Voting Power 0
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Number of Shares Beneficially 8 Shared Voting Power 31,525,012
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Owned by Each Reporting
9 Sole Dispositive Power 0
Person With ------------------------------------------
10 Shared Dispositive Power 31,525,012
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11 Aggregate Amount Beneficially Owned by each Reporting
Person (1) 31,525,012
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 42.6%
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14 Type of Reporting Person PN
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CUSIP NO. 459655 10 6
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse Fund III Incorporated
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds OO;BK;AF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization State of Texas
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7 Sole Voting Power 0
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Number of Shares Beneficially 8 Shared Voting Power 31,525,012
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Owned by Each Reporting
9 Sole Dispositive Power 0
Person With ------------------------------------------
10 Shared Dispositive Power 31,525,012
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11 Aggregate Amount Beneficially Owned by each Reporting
Person (1) 31,525,012
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 42.6%
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14 Type of Reporting Person CO
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This Amendment No. 2 to Schedule 13D is being filed by Thomas O. Hicks,
a United States citizen, Hicks, Muse, Tate & Furst Equity Fund III, L.P., a
Delaware limited partnership ("Fund III"), HM3/GP Partners, L.P., a Texas
limited partnership ("HM3"), Hicks, Muse GP Partners III, L.P., a Texas limited
partnership ("Partners III"), and Hicks, Muse Fund III Incorporated, a Texas
corporation ("Fund III Inc."and collectively, the "Reporting Persons"), to amend
Items 4, 5, 6 and 7 of the original Schedule 13D dated August 28, 1998, as
amended December 23, 1999 (the "Original Schedule 13D"). The cover page for each
of the Reporting Persons and the full text of Items 4, 5, 6 and 7 as amended
hereby, are restated in their entirety in this Amendment No. 2. Items 1, 2, and
3 of the Original Schedule 13D remain unchanged.
Unless otherwise indicated, capitalized terms used but not defined
herein which are defined in the Original Schedule 13D shall have the meanings
assigned to such terms in the Original Schedule 13D. The information contained
in this Schedule 13D/A is as of the date hereof, unless otherwise expressly
provided herein.
ITEM 4. PURPOSE OF TRANSACTION
Fund III; HM3 Coinvestors, L.P., a Texas limited partnership whose
ultimate general partner is Fund III Inc. ("Coinvestors"); and HM3/IH Partners,
L.P., a Texas limited partnership whose ultimate general partner is Fund III
Inc. ("HM3/IH Partners" and collectively, the "Agreement Parties") are each
parties to Stock Voting Agreements (the "Voting Agreements") dated as of June
22, 2000, by and among the Agreement Parties, ConAgra, Inc., a Delaware
corporation ("ConAgra"), and the Company. Pursuant to the Voting Agreements, the
Agreement Parties agreed to vote in favor of the merger (the "Merger")
contemplated by the Agreement and Plan of Merger among ConAgra, Inc., CAG
Acquisition Sub, Inc. and the Company dated as of June 22, 2000 (the "Merger
Agreement"). Pursuant to the Voting Agreements, the Agreement Parties granted to
ConAgra an irrevocable proxy to vote, at any meeting of the Company's
stockholders, the Agreement Parties' shares of Common Stock in favor of the
Merger. The Agreement Parties also agreed not to transfer their shares, except
pursuant to the Merger, and not to engage in any solicitation of alternate
merger partners for the Company. The Agreement Parties agreed that, in the event
that the Merger Agreement is terminated under certain circumstances and the
Company engages in a later specified transaction, or in the event that a merger
is consummated with ConAgra under an agreement whereby the amount of
consideration paid by ConAgra is greater than the consideration contemplated
under the Merger Agreement, the Agreement Parties shall provide certain
consideration to ConAgra. The foregoing summary of the Voting Agreements is
qualified in its entirety by reference to the Voting Agreements, copies of which
are incorporated herein by reference.
The Merger is subject to approval by holders of a majority in interest
of the Company's outstanding Common Stock. In addition, the Merger is subject to
clearance or expiration of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, Competition Act (Canada), the Mexican
Federal Economic Competition Law, and the satisfaction of other customary
closing conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Mr. Hicks may be deemed to beneficially own 32,089,055
shares of Common Stock, representing approximately 43.4% of the total
outstanding shares of Common Stock. Mr. Hicks has sole voting and dispositive
power with respect to 564,043 shares. Of the 564,043 shares for which Mr. Hicks
has sole voting and dispositive power, (i) 540,785 shares are owned of record by
Mr. Hicks and (ii) 23,258 shares are held of record by trusts of which Mr. Hicks
serves as sole trustee and by a limited partnership the general partner of which
is a limited liability company wholly owned by Mr. Hicks. Mr. Hicks has shared
voting and dispositive power with respect to the remaining 31,525,012 shares as
a result of the relationships described in the paragraphs below.
Of the 31,525,012 shares for which Mr. Hicks has shared voting and
dispositive power, (i) 30,649,966 shares are owned by Fund III, (ii) 721,413
shares are owned by Coinvestors and (iii) 153,633 shares are owned by HM3/IH
Partners.
Mr. Hicks is the Chairman of the Board and Chief Executive Officer of
Fund III Inc. Fund III Inc. is the general partner of Partners III, which is the
general partner of Coinvestors and HM3. HM3 is the general partner of HM3/IH
Partners and Fund III. Mr. Hicks is a limited partner of Coinvestors.
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(c) Of the 540,785 shares owned of record by Mr. Hicks, Mr. Hicks
acquired (i) 100,000 shares on November 18, 1997 with $200,000 of his personal
funds, (ii) 190,785 shares in a distribution made by Coinvestors in February
1998, (iii) 25,000 shares on August 28, 1998 with $446,875 of his personal
funds, (iv) 125,000 shares on August 31, 1998 with $2,239,063 of his personal
funds, (v) 50,000 shares on September 1, 1998 with $850,000 of his personal
funds, (vi) 42,000 shares on September 2, 1998 with $756,000 of his personal
funds and (vii) 8,000 shares on September 3, 1998 with $139,000 of his personal
funds.
Fund III Inc. may be deemed to beneficially own 31,525,012 shares of
Common Stock, representing approximately 42.6% of the total outstanding shares
of Common Stock. Partners III may be deemed to beneficially own 31,525,012
shares of Common Stock, representing approximately 42.6% of the total
outstanding shares of Common Stock. HM3 may be deemed to beneficially own
30,803,599 shares of Common Stock, representing approximately 41.6% of the total
outstanding shares of Common Stock. Fund III Inc., Partners III and HM3 have
shared dispositive and voting power over the shares each beneficially owns.
Fund III may be deemed to beneficially own 30,649,966 shares of Common
Stock, representing approximately 41.4% of the total outstanding shares of
Common Stock. Fund III acquired substantially all of its shares through a
property dividend from AHFP Holding Corporation ("AHFP") on November 14, 1997.
On November 1, 1996, AHFP purchased the shares distributed to Fund III in a
leverage buyout for $5.33 per share. The buyout was financed through (i)
borrowings under the Company's senior bank facilities with The Chase Manhattan
Bank, Bankers Trust Company and Morgan Stanley Senior Funding, Inc., (ii) the
issuance of $400 million 10 3.8% Senior Subordinated Notes due 2006 of the
Company in a Rule 144A offering managed by Chase Securities Inc and BT
Securities Corporation, and (iii) an equity contribution from partners of Fund
III. The remainder of Fund III's shares was acquired in a transaction pursuant
to which the Company acquired Fund III's interest in Productos Del Monte. Fund
III has shared dispositive and voting power over its shares.
Each of the Reporting Persons expressly disclaims beneficial ownership
with respect to any shares of Common Stock not owned by such Reporting Person of
record.
The percent of outstanding shares of Common Stock is based on
73,964,174 shares outstanding as of March 31, 2000.
(d) The right to receive distributions, and proceeds from the sale of,
the 30,649,966 shares of Common Stock held of record by Fund III is governed by
its limited partnership agreement, and such distributions or proceeds may be
made with respect to the general and limited partnership interests in Fund III.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mr. Hicks, Fund III and HM3/IH Partners are parties to that certain
Registration Rights Agreement, dated November 1, 1996, between the Company and
the other parties signatory thereto (the "Registration Rights Agreement"). The
Registration Rights Agreement was terminated as of the date the Merger Agreement
was signed.
As described in Item 4, Fund III, Coinvestors, and HM3/IH Partners (the
"Agreement Parties") are each a party to Stock Voting Agreements (the "Voting
Agreements") dated as of June 22, 2000, by and among the Agreement Parties,
ConAgra, and the Company. Pursuant to the Voting Agreements, the Agreement
Parties agreed to vote in favor of the Merger. Pursuant to the Voting
Agreements, the Agreement Parties granted to ConAgra an irrevocable proxy to
vote, at any meeting of the Company's stockholders, the Agreement Parties'
shares of Common Stock in favor of the Merger. The Agreement Parties also agreed
not to transfer their shares, except pursuant to the Merger, and not to engage
in any solicitation of alternate merger partners for the Company. The Agreement
Parties agreed that, in the event that the Merger Agreement is terminated under
certain circumstances and the Company engages in a later specified transaction,
or in the event that a merger is consummated with ConAgra under an agreement
whereby the amount of consideration paid by ConAgra is greater than the
consideration contemplated under the Merger Agreement, the Agreement Parties
shall provide certain consideration to ConAgra. The foregoing summary of the
Voting Agreements is qualified in its entirety by reference to the Voting
Agreements, copies of which are incorporated herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement and Plan of Merger among ConAgra, Inc., CAG Acquisition
Sub, Inc. and International Home Foods, Inc., dated as of June 22, 2000.*
(b) Stock Voting Agreement, dated as of June 22, 2000, by and between
Hicks, Muse, Tate & Furst Equity Fund III, L.P., ConAgra, Inc., and
International Home Foods, Inc.*
(c) Stock Voting Agreement, dated as of June 22, 2000, by and between
HM3/IH Partners, L.P., ConAgra, Inc., and International Home Foods, Inc.*
(d) Stock Voting Agreement, dated as of June 22, 2000, by and between
HM3 Coinvestors, L.P., ConAgra, Inc., and International Home Foods, Inc.*
(e) Power of Attorney for Thomas O. Hicks. (1)
(f) Joint Filing Statement, dated September 2, 1998, among Thomas O.
Hicks, Fund III, HM3, Partners III and Fund III Inc. (1)
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* Incorporated by reference to the Company's Current Report on Form 8-K dated
June 22, 2000.
(1) Incorporated by reference to the Schedule 13D dated August 28, 1998.
[Remainder of this page intentionally left blank]
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 22, 2000 THOMAS O. HICKS
By: /s/ David W. Knickel
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David W. Knickel, Attorney-in-Fact
Dated: June 22, 2000 HICKS, MUSE, TATE & FURST EQUITY FUND, III,
L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ David W. Knickel
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Name: David W. Knickel
Title: Vice President
Dated: June 22, 2000 HM3/GP PARTNERS, L.P.
By: Hicks, Muse GP Partners III, L.P.,
its General Partner
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ David W. Knickel
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Name: David W. Knickel
Title: Vice President
Dated: June 22, 2000 HICKS, MUSE GP PARTNERS III, L.P.
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ David W. Knickel
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Name: David W. Knickel
Title: Vice President
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Dated: June 22, 2000 HICKS, MUSE FUND III INCORPORATED
By: /s/ David W. Knickel
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Name: David W. Knickel
Title: Vice President
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