DISCLOSURES AND NOTICES§24.757
September 1992 24-363
Offer to Purchase for Cash
All Outstanding Shares of Common Stock of
Wilson Foods Corporation by
HL Inc.
A Wholly Owned Subsidiary of
International Fish & Meat USA, Inc. at
$13.50 Per Share Net
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 14, 1988, UNLESS EXTENDED.
THIS OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE OF
THE OFFER A NUMBER OF SHARES SUCH THAT, UPON CONSUMMATION OF THE
OFFER, PARENT AND ITS AFFILIATES WILL BENEFICIALLY OWN IN THE
AGGREGATE NOT LESS THAN A MAJORITY OF THE SHARES OUTSTANDING ON A
FULLY DILUTED BASIS.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED
THE OFFER AND THE MERGER, DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY’S STOCKHOLDERS
AND UNANIMOUSLY RECOMMENDS ACCEPTANCE OF THE OFFER BY HOLDERS OF SHARES.
IMPORTANT
Any stockholder desiring to tender all or any portion of his shares of common stock, par
value $0.50 per share, of the Company (the “Shares”) should either: (1) complete and sign the
Letter of Transmittal, or a facsimile thereof, in accordance with the instructions in t he Letter of
Transmittal, mail or deliver it and any other required documents to the Depositary and eithe r
deliver the certificates for such Shares to the Depositary along with the Letter of Transmittal or
tender such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 or (2)
request his broker, dealer, commercial bank, trust company or other nominee to effect the
transaction for him. A stockholder who has Shares regirstered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee if he desires to tender such Shares.
Any holder of Shares desiring to tender such Shares and whose certificates for such
Shares are not immediately available, or who cannot comply with the procedures for book-entry
transfer on a timely basis, may tender such Shares by following the procedure for guaranteed
delivery set forth in Section 3.
Questions and requests for assistance or for additional copies (this Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone numbers set forth on
the back cover of this Offer to Purchase.
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-364© 1992 Jefren Publishing Company, Inc.
The Dealer Manager for the Offer is:
The First Boston Corporation
September 16, 1988
DISCLOSURES AND NOTICES§24.757
September 1992 24-365
To the Holders of Common Stock of
Wilson Foods Corporation:
HL Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of
International Fish & Meat USA, Inc., a Delaware corporation (“Parent”), hereby offers to
purchase all of the outstanding shares of common stock, par value $0.50 per share (the “Shares” ),
of Wilson Foods Corporation, a Delaware corporation (the “Company”), at $13.50 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in thi s Offer to
Purchase and in the related Letter of Transmittal (which together constitute the “Offer”).
Tendering stockholders will not be obligated to pay brokerage commissions or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. The Purchaser will pay all charges and expenses of The First
Boston Corporation (“First Boston” or the “Dealer Manager”), Morgan Shareholder Services
Trust Company (the “Depositary”) and Morrow & Co., Inc. (the “Information Agent”) in
connection with the Offer.
The Offer is conditioned upon, among other things, there being validly tendered and
not withdrawn as of the Expiration Date of the Offer a number of Shares (the “Minimum
Number of Shares”) such that, upon consummation of the Offer, Parent and its affiliates
will beneficially own in the aggregate not less than a majority of the Shares outstanding on
a fully diluted basis (the “Minimum Condition”).
The Board of Directors of the Company has unanimously approved the Offer and
the Merger, determined that the Offer and the Merger are fair to and in the best intere sts
of the Company’s stockholders and unanimously recommends acceptance of the Offer by
holders of Shares.
The Company has informed the Purchaser that as of September 6, 1988, there were
10,225,845 Shares issued and outstanding, 656,950 Shares reserved for issuance upon the
exercise of employee stock options and 260,000 Shares reserved for issuance upon the exercise
of warrants to purchase Shares. According to the Company, between September 6, 1988, and
September 10, 1988, no more than 25,000 additional Shares were issued. The Purchaser and its
affiliates currently do not own any Shares. Accordingly, assuming the issuance of the Shares
reserved for issuance pursuant to the employee stock options and the warrants, the Minimum
Number of Shares would be 5,583,898.
On September 10, 1988, the Purchaser, Soparind Meat Packing Corporation, a Delaware
corporation (“Soparind”) of which the Purchaser is an indirect wholly owned subsidiary, and the
Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), which,
subject to the terms and conditions thereof, provides that the Company and the Purchaser will be
merged (the “Merger”). On September 15, 1988, with the consent of the Company, Soparind
assigned its rights under the Merger Agreement to Parent. See Section 12. The Merger
Agreement provides that the Offer will be the first step in Parent’s proposed acquisiti on of the
entire equity interest in the Company. In the Merger, each outstanding Share (other than Sha res
held by the Company, Soparind, Parent, the Purchaser, or any other subsidiary of Parent or
Shares that are subject to dissenters’ rights) will be converted into the right to recei ve $13.50 in
cash, without interest. The Merger is subject to a number of conditions, including approval by
the stockholders of the Company if such approval is required by applicable law. See Section 12.
On September 10, 1988, the Purchaser and the Company also entered into an option
agreement (the “Fischer Option Agreement”), pursuant to which the Company granted the
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-366© 1992 Jefren Publishing Company, Inc.
Purchaser the option (the “Fischer Option”) to purchase all of the issued and outstanding share s
of capital stock of Fischer Packing Company, a Kentucky corporation (“Fischer”), at an
aggregate purchase price of $35,000,000. The Fischer Option is exercisable by the Purchaser at
any time prior to the Option Expiration Date, as hereinafter defined, if (i)any enti ty other than the
Purchaser or any of its affiliates shall have acquired beneficial ownership of twenty-five (25%)
percent or more of the outstanding Shares, (ii) any person shall have consummated or entered
into an agreement with respect to any merger or consolidation with, or other business
combination involving the acquisition of, or sale of substantially all of the
DISCLOSURES AND NOTICES§24.757
September 1992 24-367
assets of, the Company, which, in the case of any agreement, shall not have been terminated or
publicly withdrawn at the time of exercise of the Fischer Option or (iii) the Merger Agre ement
shall be terminated in accordance with its terms under circumstances where the Purchaser would
be entitled to be reimbursed for its expenses pursuant to the Merger Agreement. Under certa in
circumstances, the Company may elect to terminate the option by paying $2,000,000 to t he
Purchaser, and under certain circumstances the Purchaser may elect to terminate t he Fischer
Option in exchange for a $2,000,000 payment from the Company. See Section 12.
On July 27, 1988, Doskocil Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Doskocil Companies Incorporated (“Doskocil”), commenced a tender offer to
purchase all the outstanding Shares, including the associated preferred stock purchase rights (t he
“Rights”) issued pursuant to the Rights Agreement, dated as of April 19, 1988, as amended (the
“Rights Agreement”), between the Company and MTrust Corp, N.A., as Rights agent (the
“Rights Agent”), at $12.50 per Share and Right (the “Doskocil Tender Offer”). On August 8,
1988, the Board of Directors of the Company by unanimous vote determined that the Doskocil
Tender Offer was financially inadequate and not in the best interest of the Company or i ts
stockholders and recommended that the stockholders reject the Doskocil Tender Offer and not
tender their Shares pursuant thereto. On September 1, 1988, Doskocil Acquisition Corp.
amended the Doskocil Tender Offer to decrease the cash tender price to $12.25 per Share a nd
Right (the “Amended Doskocil Tender Offer”). See Section 11.
In order to be assured of participation in the Offer and to receive the $13.50 per Share
offered hereby, stockholders who have tendered Shares pursuant to the Amended Doskocil
Tender Offer must withdraw their Shares from the Amended Doskocil Tender Offer and tender
their Shares to the Purchaser. Enclosed with this Offer to Purchase is a notice of withdra wal that
may be used to withdraw Shares tendered to Doskocil. Stockholders who desire assistance in
withdrawing Shares so tendered may contact the Information Agent at the address and tel ephone
numbers set forth on the back cover of this Offer to Purchase.
According to the Company’s Registration Statement on Form 8-A dated April 29, 1988,
relating to the Rights Agreement, the Company declared a dividend distribution on April 19,
1988, of one Right for each outstanding Share to stockholders of record on April 29, 1988.
Under the terms of the Rights Agreement, the Rights become exercisable on the tent h day (which
period may be extended by the Board of Directors of the Company) following the earlier to occur
of (i) the date the Company shall become aware of, or the date of a public announcem ent of, a
person acquiring beneficial ownership of 20% or more of the outstanding Shares (the “Stock
Acquisition Date”) or (ii) the date of the commencement of, or the announcement of a n intent to
commence, a tender or exchange offer for 25% or more of the Shares. According to the Rights
Agreement, if, once the Rights become exercisable, the acquiring person engages in cert ain types
of transactions with the Company, including a merger or transfer of assets, and certain self-
dealing transactions, or any person shall become the Beneficial Owner of 25% or more of the
Shares (other than pursuant to certain excluded transactions), then the holder of each Ri ght will
have the right to purchase Shares at one-half the then current market price. In additi on, the
Rights Agreement provides that following an acquisition of the Company (whether by an
acquisition of Shares or assets), holders of Rights will be permitted to purchase additiona l shares
in the new entity at half price. At any time until the earlier of (i) ten days following the Stock
Acquisition Date (subject to extension by the Board of Directors) or (ii) April 19, 1998, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right; provided,
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-368© 1992 Jefren Publishing Company, Inc.
that the vote of a majority of Continuing Directors is required if the Company authorize s
redemption at or after the time a person becomes the Beneficial Owner of 20% or more of the
Shares. Terms which are capitalized in the preceding sentence not otherwise defined he rein have
the meanings ascribed to them in the Rights Agreement.
Pursuant to the terms of the Merger Agreement, prior to the purchase of Shares under the
Offer, the Company will not, except in certain circumstances and as provided below, redeem the
Rights or
DISCLOSURES AND NOTICES§24.757
September 1992 24-369
otherwise amend the Rights Agreement to provide that the Rights shall not become exercisable
or that the Rights Agreement shall not otherwise apply to any acquisition of Shares, business
combination or self-dealing transaction. The Merger Agreement provides that prior to the
purchase of Shares under the Offer, unless previously redeemed, the Company, after consultation
with Parent, shall (i) redeem the Rights or (ii) amend the Rights Agreement in order that Rights
not be exercisable as a result of the Offer and the Merger or (iii) otherwise take such action with
respect to the Rights as shall be mutually agreed upon by Parent and the Company. For furt her
information with respect to the Rights and the circumstances under which the Company may
redeem the Rights or amend the Rights Agreement with respect to any acquisit ion of Shares
other than pursuant to the Offer, see Section 12.
Under Article Fourteenth of the Company’s Restated Certificate of Incorporation
(“Article Fourteenth”), any merger or consolidation of the Company with or into the Purchaser,
or the sale or lease of all or any substantial part of the assets of the Company to the Purchaser, or
any sale or lease to the Company or any subsidiary thereof in exchange for securities of the
Company of any assets (except assets having an aggregate fair market value of less t han $5
million) of the Purchaser would, if the Purchaser beneficially owns, directly or indirectly, more
than thirty (30%) percent of the oustanding Shares entitled to vote in the election of directors of
the Company, require the affirmative vote or consent of ninety-five percent (95%) of the
outstanding Shares entitled to vote thereon, unless certain “fair price” and other requi rements of
Article Fourteenth are met.
Under the terms of the Merger Agreement, prior to the purchase of Shares pursuant to the
Offer, the Company’s Board of Directors shall not recommend the deletion of Article Fourteent h
or the amendment of Article Fourteenth to make it inapplicable to any other tra nsaction, except
with respect to a tender or exchange offer meeting the standards described in Sect ion 12 hereof,
and shall unanimously recommend to stockholders of the Company either the deletion of Artic le
Fourteenth or the amendment of Article Fourteenth making it inapplicable to the consummation
of the transactions contemplated by the Merger Agreement. See Section 12.
Article III, Section l(b) of the Company’s By-laws provides for a classified Board of
Directors, consisting of three approximately equal classes, each serving for a term of three years,
with their elections staggered so that the term of only one class expires at eac h annual meeting of
stockholders. Article III, Section l(a) of the Company’s By-laws provides that the number of
directors from time to time may be altered (but in no case to less than thre e) by resolution
adopted by a majority of the entire Board of Directors, or at the annual meeting of st ockholders
by the affirmative approval of the holders of sixty-six and two-thirds percent (662/3%) of the
Company’s oustanding stock entitled to vote. The Company currently has six directors. Artic le
III, Section 2 of the Company’s By-laws provides that vacancies and newly created directorshi ps
resulting from any increase in the authorized number of directors may be filled by a m ajority of
directors. The provisions of Section I of Article III of the Bylaws may be amended only by the
affirmative vote of the holders of two-thirds of the Shares. All other provisions of the By-laws
may be amended by the affirmative vote of a majority of the Shares present in person or by
proxy at a meeting at which there is a quorum. Absent an amendment of this provision, at least
two annual meetings could be required for the Purchaser to elect new directors comprising a
majority of the Board of Directors. Pursuant to the terms of the Merger Agreement, if the
Purchaser becomes beneficial owner of at least a majority of the Shares outstanding on a fully
diluted basis, the Purchaser will be entitled to designate representation on the Board of Directors
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-370© 1992 Jefren Publishing Company, Inc.
proportional to its ownership of Shares, subject to certain restrictions. See Section 12.
1. Terms of the Offer. Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any extensi on or
amendment), the Purchaser will accept for payment and pay for all Shares which are va lidly
tendered on or prior to the Expiration Date (as hereinafter defined) and not theretofore
withdrawn in accordance with the procedures set forth in Section 4. The term “Expirat ion Date”
means 12:00 midnight, New York City time, on Friday, October 14, 1988, unless and until the
Purchaser, in its sole discretion, shall have
DISCLOSURES AND NOTICES§24.757
September 1992 24-371
extended the period of time during which the Offer is open, in which event the term “Expiration
Date” shall refer to the latest time and date at which the Offer, as so extended by the Purchaser,
shall expire.
The Offer is conditioned upon, among other things, the satisfaction of the Minimum
Condition. Subject to the limitations set forth in the Merger Agreement, the Purchaser expressly
reserves the right (but shall not be obligated), in its sole discretion, at any tim e or from time to
time, and regardless of whether or not any of the events set forth in Section 14 shall have
occurred or shall have been determined by the Purchaser to have occurred, (i) to extend the
period of time during which the Offer is open by giving oral or written notice of such extension
to the Depositary, and (ii) to amend the Offer by giving oral or written notice of suc h amendment
to the Depositary. The rights reserved by the Purchaser in this paragraph are in addition to the
Purchaser’s rights to terminate the Offer pursuant to Section 14. Pursuant to the Merger
Agreement, the Purchaser has agreed that, without the prior written consent of the Company, it
will not amend or waive the Minimum Condition, reduce the maximum number of Shares to be
purchased pursuant to the Offer, reduce the price to be paid pursuant to the Offer or amend any
other material term of the Offer in a manner adverse to the holders of Shares. Any ext ension,
amendment or termination of the Offer will be followed as promptly as practicable by publ ic
announcement thereof. Without limiting the manner in which the Purchaser may choose to make
any public announcement, subject to the Purchaser’s obligations under Rule 14d-4(c) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (relating to the Purcha ser’s
obligation to disseminate public announcements concerning material amendments to t he Offer to
Purchase) if such rule is applicable, the Purchaser presently intends to make public
announcements by issuing a release to the Dow Jones News Service.
If the Purchaser extends the Offer, or if the Purchaser (whether before or after its
acceptance for payment of Shares) is delayed in its payment for Shares or is unable to pay for
Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser’s rights
under the Offer, the Depositary may retain tendered Shares on behalf of the Purchaser, and such
Shares may not be withdrawn except to the extent tendering stockholders are entitled to
withdrawal rights as described in Section 4. However, the ability of the Purchaser to delay the
payment for Shares that the Purchaser has accepted for payment is limited by Rule 14e -1 under
the Exchange Act, which requires. that a bidder pay the consideration offered or return the
securities deposited by or on behalf of holders of securities promptly after the termination or
withdrawal of the Offer.
If the Purchaser makes a material change in the terms of the Offer or the information
concerning the Offer or waives a material condition of the Offer (including a waiver of t he
Minimum Condition), the Purchaser will disseminate additional tender offer materials and extend
the Offer to the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The
Securities and Exchange Commission (the “Commission”) has taken the position that t he
minimum period during which an offer must remain open following material changes in the
terms of the offer or information concerning the offer, other than a change in price or a change of
more than two percent in percentage of securities sought, will depend upon the facts and
circumstances, including the relative materiality of the terms or information. Wi th respect to a
change in price or a change in percentage of securities sought, a minimum ten business da y
period is generally required to allow for adequate dissemination to stockholders and investor
response. In addition, the Merger Agreement provides that the Purchaser shall not waive or
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-372© 1992 Jefren Publishing Company, Inc.
amend the Minimum Condition without the Company’s consent. As used in this Offer to
Purchase, “business day” means any day other than a Saturday, Sunday or Federal holiday and
consists of the time period from 12:01 a.m. through Midnight, New York City time.
The Company has provided the Purchaser with the Company’s stockholder list and
security position listings for the purpose of disseminating the Offer to holders of Shares. This
Offer to Purchase and the related Letter of Transmittal will be mailed by t he Purchaser to record
holders of Shares and will be furnished by the Purchaser to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees, appear on
the stockholder list or, if applicable,
DISCLOSURES AND NOTICES§24.757
September 1992 24-373
who are listed as participants in a clearing agency’s security position listing, for subsequent
transmittal to beneficial owners of Shares.
2. Acceptance for Payment and Payment. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the terms and condit ions
of any extension or amendment), the Purchaser will purchase, by accepting for payment, and wil l
pay for, all Shares validly tendered prior to the Expiration Date (and not properly withdrawn in
accordance with Section 4) as soon as practicable after the later to occur of (a) the Expiration
Date and (b) the expiration or termination of the waiting period under the Hart-Scott-R odino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”) applicable to tile Purc haser’s
acquisition of Shares pursuant to the Offer. See Sections 14 and 15. Any determination
concerning the satisfaction of such terms and conditions shall be within the sole discre tion of the
Purchaser. See Section 14.
In all cases, payment for Shares purchased pursuant to the Offer will be made only after
timely receipt by the Depositary of certificates for such Shares or timely confi rmation of a book-
entry transfer (a “Book-Entry Confirmation”) of such Shares into the Depositary’s account at
The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia
Depository Trust Company (collectively, the “Book-Entry Transfer Facilities”) pursuant to the
procedures set forth in Section 3, a properly completed and duly executed Letter of T ransmittal
(or facsimile thereof) and any other documents required by the Letter of Transmittal.
For purposes of the Offer, the Purchaser will be deemed to have accepted for payment
(and thereby purchased) Shares tendered to the Purchaser and not withdrawn, if, as and when the
Purchaser gives oral or written notice to the Depositary of tile Purchaser’s acceptance of such
Shares for payment pursuant to the Offer. In all cases, payment for Shares purchased pursuant to
the Offer will be made by deposit of the purchase price with the Depositary, which wil l act as
agent for tendering stockholders for the purpose of receiving payment from the Purchaser and
transmitting payment to tendering stockholders. Under no circumstances will interest on the
purchase price of Shares be paid by the Purchaser by reason of any delay in making payment.
If any tendered Shares are not purchased pursuant to the Offer for any reason, or if
certificates submitted represent more Shares than are tendered, certificates for Sha res not
purchased or tendered will be returned, without expense to the tendering stockholder (or, in the
case of Shares tendered by book-entry transfer into the Depositary’s account at a Book-Entry
Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to
an account maintained at such Book-Entry Transfer Facility), as promptly as practi cable after the
expiration or termination of the Offer.
The Purchaser reserves the right to transfer or assign, in whole at any time or in part from
time to time, to Soparind or to one or more affiliates of Soparind, the right to purchase all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or prejudice the rights of tenderi ng
stockholders to receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer. On September 15, 1988 Soparind, with the Company’s consent, assigned its rights
and obligations under the Merger Agreement to Parent. See Section 12.
3. Procedures for Tendering Shares. For Shares to be validly tendered pursuant to the
Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees and any other required documents, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-374© 1992 Jefren Publishing Company, Inc.
to the Expiration Date. In addition, either (i) the certificates for Sharcs must be re ceived by the
Depositary along with the Letter of Transmittal, or Shares must be tendered pursuant to the
procedures for book-entry transfer described below and a Book-Entry Confirmation must be
received by the Depositary, in each case prior to the Expiration Date, or (it) the t endering
stockholder must comply with the guaranteed delivery procedures described below.
DISCLOSURES AND NOTICES§24.757
September 1992 24-375
The Depositary will make a request for the establishment of an account with respect to
the Shares at each Book-Entry Transfer Facility for purposes of the Offer within two business
days after the date of this Offer to Purchase, and any financial institution that is a participant in
any of the Book-Entry Transfer Facilities’ systems may make book-entry delivery of Shares by
causing a Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account at a
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility’s procedures
for transfer. Although delivery of Shares, if available, may be effected through book-entry
transfer at a Book-Entry Transfer Facility, the Letter of Transmittal or facsimil e thereof, with any
required signature guarantees and any other required documents, must, in any case, be
transmitted to and received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Date or the guaranteed delivery procedures
described below must be complied with. Delivery of documents to a Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constit ute
delivery to the Depositary.
Signatures on all Letters of Transmittal must be guaranteed by a member firm of a
registered national securities exchange, a member of the National Association of Securities
Dealers, Inc. (“NASD”) or a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as an “Eligibl e
Institution”), unless the Shares tendered thereby are tendered (i) by a registered holder of Sha res
who has not completed either the box entitled “Special Delivery Instructions” or the box entitled
“Special Payment Instructions” on the Letter of Transmittal, or (ii) for the account of an Eligible
Institution. See Instruction 1 of the Letter of Transmittal. If the certificates a re registered in the
name of a person other than the signer of the Letter of Transmittal or if payment is to be made or
certificates for unpurchased Shares are to be issued to a person other than the registered holder,
then the tendered certificates must be endorsed or accompanied by appropriate stock powe rs, in
either case signed exactly as the name or names of the registered owner or owners appe ar on the
certificates, with the signatures on the certificates or stock powers guaranteed a s described
above. See Instruction 5 of the Letter of Transmittal.
The method of delivery of the Shares, the Letter of Transmittal and any other
required documents is at the option and risk of the tendering stockholder. If delivery is by
mail, registered mail with return receipt requested, properly insured, is recommended.
If a stockholder desires to tender Shares pursuant to the Offer and such stockholder’s
certificates for Shares are not immediately available or time will not pe rmit all required
documents to reach the Depositary on or prior to the Expiration Date, or the procedure for book-
entry transfer cannot be completed on a timely basis, such Shares may nevertheless be tendered
if all the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Purchaser herewith, is received by the
Depositary as provided below on or prior to the Expiration Date; and
(iii) the certificates for all tendered Shares, in proper form for transfer (or a Book-
Entry Confirmation), together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by the Letter of
Transmittal, are received by the Depositary within five New York Stock Exchange, Inc.
(“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery.
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-376© 1992 Jefren Publishing Company, Inc.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegra m,
telex, facsimile transmission or mail to the Depositary and must include a guarant ee by an
Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for Shares purchased pursuant to
the Offer will in all cases be made only after timely receipt by the Deposita ry of certificates for
such Shares (or a
DISCLOSURES AND NOTICES§24.757
September 1992 24-377
Book-Entry Confirmation), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of Transmittal.
Unless an exemption applies under the applicable law and regulations, the
Depositary will be required to withhold, and will withhold, 20% of the gross proceeds
otherwise payable to a stockholder or other payee pursuant to the Offer unless the
stockholder or other payee provides his tax identification number (social security number
or employer identification number) and certifies that such number is correct. Each
tendering stockholder (and, if applicable, each other payee) should complete and sign the
main signature form and the Substitute Form W-9 included as part of the Letter of
Transmittal, so as to provide the information and certification necessary to avoid backup
withholding, unless an applicable exemption exists and is proved in a manner satisfactory
to the Purchaser and the Depositary.
By executing a Letter of Transmittal as set forth above, a tendering stockholder
irrevocably appoints designees of the Purchaser as the stockholder’s attorneys-in-fact and
proxies, in the manner set forth in the Letter of Transmittal, each with full powe r of substitution,
to the full extent of the stockholder’s rights with respect to the Shares tendered by the
stockholder and accepted for payment by the Purchaser (and any and all other Shares or other
securities issued or issuable in respect of such Shares on or after September 10, 1988). All such
proxies shall be considered coupled with an interest in the tendered Shares. This appointm ent
will be effective when, and only to extent that, the Purchaser accepts Shares for payment . Upon
acceptance for payment, all prior proxies given by the stockholder with respect to the Shares or
other securities will, without further action, be revoked, and no subsequent proxies may be give n.
The designees of the Purchaser will, with respect to the Shares and other securities, be
empowered to exercise all voting and other rights of such stockholder as they in their sole
discretion may deem proper at any annual, special or adjourned meeting of the Compa ny’s
stockholders, by written consent or otherwise. The Purchaser reserves the right to require that, in
order for Shares to be deemed validly tendered immediately upon the Purchaser’s accepta nce for
payment of such Shares, the Purchaser must be able to exercise full voting rights with respe ct to
such Shares.
All questions as to the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tendered Shares pursuant to any of the procedures described
above will be determined in the sole discretion of the Purchaser, whose determination wi ll be
final and binding. The Purchaser reserves the absolute right to reject any or all tenders
determined by it not to be in proper form or if the acceptance for payment of, or payment for
which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves
the absolute right to waive any of the conditions of the Offer (other than as provided by the
Merger Agreement) or any defect or irregularity in any tender with respect to Share s of any
particular stockholder, and the Purchaser’s interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final and binding. None
of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defects or irregularities in t enders or
will incur any liability for failure to give any such notification.
The tender of Shares to the Purchaser pursuant to any of the procedures described above
will constitute a binding agreement between the tendering stockholder and the Purchaser upon
the terms and subject to the conditions of the Offer, including the tendering stockholder’s
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-378© 1992 Jefren Publishing Company, Inc.
representation that (i) such stockholder owns the Shares being tendered within the meaning of
Rule 10b-4 under the Exchange Act, and (ii) the tender of such Shares complies with Rule 10b-4.
4. Withdrawal Rights. Except as otherwise provided herein, tenders of Shares made
pursuant to the Offer are irrevocable, except that Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment
by the Purchaser pursuant to the Offer, may also be withdrawn at any time after Novembe r 14,
1988.
For withdrawal to be effective, a written, telegraphic, telex or facsimile transmi ssion
notice of withdrawal must be timely received by the Depositary at one of its addresse s set forth
on the back
DISCLOSURES AND NOTICES§24.757
September 1992 24-379
cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the
person who tendered the Shares to be withdrawn, the number of such Shares to be withdrawn
and the name of the registered holder, if different from that of the person who tendered such
Shares. If certificates for Shares have been delivered or otherwise identified to the De positary,
then, prior to the release of such certificates, the serial numbers of the particula r certificates
evidencing the Shares to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution, except in the case of Shares tendered for the a ccount of an
Eligible Institution, must also be furnished to the Depositary as described above. If Shares have
been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3, any
notice of withdrawal must also specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply
with such facility’s procedures. Any Shares withdrawn will be deemed to be not validly tende red
for purposes of the Offer. However, withdrawn Shares may be retendered by again following one
of the procedures described in Section 3 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of any notice of
withdrawal will be determined by the Purchaser in its sole discretion, whose determina tion will
be final and binding. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to give notification of any defec ts
or irregularities in any notice of withdrawal or incur any liability for failure t o give any such
notification.
5. Certain Tax Consequences. The receipt of cash for Shares pursuant to the Offer (or
the Merger) will be a taxable transaction for federal income tax purposes under the Int ernal
Revenue Code of 1986, as amended (the “Code”), and also may be a taxable transact ion under
applicable state, local and other tax laws. In general, a stockholder will recogniz e gain or loss
equal to the difference between · the tax basis for the Shares sold and the amount of cash
received in exchange therefor. Long-term capital gains recognized in 1988 are taxable at the
same rate as ordinary income.
The foregoing discussion may not apply to stockholders who acquired their Shares
pursuant to the exercise of employee stock options or other compensation arrangements with t he
Company or who are not citizens or residents of the United States or who are otherwise subje ct
to special tax treatment under the Code.
Holders of Shares should consult their tax advisors as to the federal income tax
consequences of the redemption of the Rights in their particular circumstances.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY, AND EACH STOCKHOLDER IS
URGED TO CONSULT HIS OWN TAX ADVISOR WITH RESPECT TO THE
SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE MERGER,
INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL OR OTHER TAX
LAWS.
6. Price Range of Shares; Dividends. The Shares are principally traded in the over-the-
counter market and are quoted through the NASD Automated Quotation System (“NASDAQ”)
National Market System under the symbol WILF. The following table sets forth, for the fisc al
quarters of the Company indicated, the high and low sale price per Share on the NASDAQ
National Market System all as reported in the Company’s 1987 Annual Report on Form 10-K as
to the fiscal year ended August 1, 1987 (the “1987 10-K”) and in published financial sources
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-380© 1992 Jefren Publishing Company, Inc.
(with respect to the periods thereafter):
DISCLOSURES AND NOTICES§24.757
September 1992 24-381
High Low
Fiscal Year Ended August 1, 1987:
First Quarter Quarter ..................................................................... 11 3
8 9
Second Quarter .............................................................................. 10 78 83 4
Third Quarter ................................................................................. 12 12 95 8
Fourth Quarter ............................................................................... 11 12 914
Fiscal Year Ended July 30, 1988:
First Quarter .................................................................................. 10 7 8 678
Second Quarter .............................................................................. 9 7
Third Quarter ................................................................................. 13 78 758
Fourth Quarter ............................................................................... 12 78 93 8
Fiscal Year Ending July 29, 1989 .............................................................
First Quarter (through 9/15/88) ..................................................... 13 38 12
On September 9, 1988, the last day of trading prior to the public announcement of the
execution of the Merger Agreement and the Purchaser’s intention to commence the Offer, the
reported closing sale price per share on NASDAQ was $121/8. On September 15, 1988, the last
full trading day prior to the commencement of the Offer, the reported closing sale pric e per Share
on NASDAQ was $13 1/4. Stockholders are urged to obtain a current market quotation for
the Shares.
According to the Company, no dividends on the Shares have been paid or declared by the
Company since 1981.
7. Effect of the Offer on the Market for the Shares; NASDAQ Quotation and
Exchange Act Registration. The purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and the number of holders of Shares and
could adversely affect the liquidity and market value of the remaining Shares held by the public.
Depending upon the number of Shares purchased pursuant to the Offer, the Shares may
no longer meet the requirements for continued inclusion in the NASDAQ National Market
System, which require that an issuer have at least 200,000 publicly held shares with a market
value of $2,000,000, and must have had a net income of $200,000 in the previous fiscal year or
in two of its last three fiscal years or net worth of at least $1,000,000. If these standards are not
met, quotations might continue to be published in the over-the-counter “additional list ” or in one
of the “local lists”, but if the number of holders of the Shares falls below 300, or if the number of
publicly held Shares falls below 100,000, or there is not at least one market maker for t he Shares,
NASD rules provide that the securities would no longer be “authorized” for NASDAQ reporting
and NASDAQ would cease to provide any quotations. Shares held directly or indirectly by an
officer or director of the Company or by any beneficial owner of more than 10% of the Shares
will ordinarily not be considered as being publicly held for this purpose. In the event the Sha res
were no longer eligible for NASDAQ quotation, quotations might still be available from other
sources. The extent of the public market for the Shares and the availability of such quot ations
would, however, depend upon the number of holders of such Shares remaining at such time, the
interest in maintaining a market in such Shares on the part of securities firms, the possible
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-382© 1992 Jefren Publishing Company, Inc.
termination of registration of such Shares under the Exchange Act, as described below, and othe r
factors.
The Shares are currently “margin securities” under the regulations of the Board of
Governors of the Federal Reserve System (the “Federal Reserve Board”) which has the effect ,
among other things, of allowing brokers to extend credit on the collateral of the Shares.
Depending upon factors similar to those described above regarding quotation, following the
Offer it is possible that the Shares would no longer constitute “margin securities” for t he purpose
of the margin regulations of the Federal Reserve Board and therefore could no longer be use d as
collateral for margin loans made by brokers. In
DISCLOSURES AND NOTICES§24.757
September 1992 24-383
addition, if registration of Shares under the Exchange Act were terminated, the Shares would no
longer constitute margin securities.
Registration of the Shares under the Exchange Act may be terminated upon application of
the Company to the Commission if the Shares are not listed on a national securiti es exchange and
there are fewer than 300 record holders of the Shares. Termination of registration of the Shares
under the Exchange Act would substantially reduce the information required to be furnished by
the Company to its stockholders and to the Commission and would make certain provisions of
the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the
requirement of furnishing a proxy statement in connection with stockholders’ meetings pursuant
to Section 14(a), and the requirements of Rule 13e-3 under the Exchange Act with respect to
“going private” transactions no longer applicable to the Company. Furthermore, if the Purchase r
acquires a substantial number of Shares, the ability of “affiliates” of the Company and persons
holding “restricted securities” of the Company to dispose of such securities pursuant to R ule 144
under the Securities Act of 1933 (the “Securities Act”) may be impaired or elimina ted. If
registration of the Shares under the Exchange Act were terminated, the Shares would no longer
be eligible for NASDAQ reporting. It is the present intention of the Purchaser to seek to ca use
the Company to make an application for termination of registration of the Shares as soon as
possible following the Offer if the requirements for termination of registration are met.
8. Certain Information Concerning the Company. The Company is a Delaware
corporation with its principal executive offices located at 4545 Lincoln Boulevard, Okl ahoma
City, Oklahoma 73105. According to the 1987 10-K, the business of the Company is the
processing of fresh and frozen meat products made primarily from pork.
Set forth below is a summary of certain consolidated financial information with respect to
the Company, excerpted or derived from the information contained in the 1987 10-K and the
Company’s preliminary prospectus filed on July 11, 1988, with the Commission with respect to
Convertible Exchangeable Preferred Stock of the Company, par value $1.00 per share. More
comprehensive financial information is included in such reports and other documents fi led by the
Company with the Commission, and the following summary is qualified in its entirety by
reference to such reports and other documents and all of the financial information (incl uding any
related notes) contained therein. Such reports and other documents may be inspected and copies
may be obtained from the offices of the Commission in the manner set forth below.
Wilson Foods Corporation
Selected Consolidated Financial Data
(Dollars in thousands except per share data)
Fiscal Year Ended Thirty-nine Weeks Ended
August 1, 1987 August 2,1986 August 3, 1985 April 30,1999 May 2,1987
Income Statement Data:
Net sales .............................................. $1,347,570 $1,454,210 $1,533,155 $998,761 $1,001,649
Income (loss) before taxes and
extraordinary gains ........................... 6,095 (25,028) (16,978) 5,263 4,861
Net income (loss) 5,581 (23,514) (16,185) 4,900 4,536
Net income (loss) per share ofCommon Stock ............................... $.67 $(3.80) $(2.71) $.48 $.58
August 1, 1987 August 2,1986 April 30,988
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-384© 1992 Jefren Publishing Company, Inc.
Balance Sheet Data:
Total assets ............................................... $ 203,362 $ 220,165 $220.746
Working capital ...................................... 38,934 6,617 54,551
Long-term debt and capitalized
lease obligations, less current
portion .............................................. 45,406 45,449 68,432
Total long-term liabilities ..................... 64,140 72,789 82,807
Total stockholders’ equity..................... 70,802 36,746 76,326
DISCLOSURES AND NOTICES§24.757
September 1992 24-385
In the course of the due diligence investigation of the Company conducted by the
Purchaser and Soparind, the Company furnished to the Purchaser and Soparind certain non-
public information. The information was contained in a booklet (the “Smith Barney Bookl et”)
prepared by Smith Barney, Harris Upham & Co. Incorporated (“Smith Barney”), the Company’s
financial advisor. Such information included an overview of the Company’s recent history,
business strategy and prospects; a narrative review of the Company’s business segments; and a
discussion of the organization and management of the Company. In addition, the information
included certain historical and projected financial information for the Company as a whole and
for each of its business segments. No assumptions regarding the projected results of the
Company and its various segments were described in the Smith Barney Booklet.
Parent, the Purchaser and Soparind have been advised that the projected financial
information contained in the Smith Barney Booklet was not prepared with a view to public
disclosure or compliance with published guidelines of the Commission regarding
projections or forecasts, nor was such information prepared in accordance with generally
accepted accounting principles. The projected information has been included herein solely
to comply with rules adopted by the Commission pursuant to the Exchange Act and
because such information was furnished to the Purchaser in connection with the
Purchaser’s evaluation of the Company. Projections regarding future performance are
merely estimates and are inherently subject to significant economic and competitive
uncertainties beyond the Company’s control. Some of the assumptions upon which the
projected results of the Company were based inevitably will not materialize and
unanticipated events may occur. Therefore, the actual results achieved during the periods
for which projections are set forth will vary from those projections, and the variations
could well be material. Parent, the Purchaser and Soparind make no representation as to,
and accept no responsibility whatsoever for, the accuracy or reliability of the projected
financial information. In addition, Parent, the Purchaser and Soparind assume no
responsibility for any failure by the Company to disclose events that may have occurred
and may affect the significance or accuracy of any such information but that are unknown
to Parent, the Purchaser or Soparind. The Company has advised Parent, the Purchaser
and Soparind that actual results could be higher or lower than those projected and,
accordingly, the projections should not necessarily be relied upon. The Company has
further advised Parent, the Purchaser and Soparind that, although such results have not
been finalized, results for the fiscal year ended July 30, 1988, are likely to be slightly lowe r
than the projections indicate.
The projections which follow have been taken in their entirety from the Smith Ba rney
Booklet.
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-386© 1992 Jefren Publishing Company, Inc.
EXCERPTS FROM THE SMITH BARNEY BOOKLET FOR
WILSON FOODS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets
Fiscal Year Ending
1988 1989 1990 1991 1992
% of
Assets % of
Assets % of
Assets % of
Assets % of
Assets
Current Assets
Cash ................................................... $ 3.0 1.4% $ 3.0 1.3% $ 3.0 1.4% $ 3.0 1.3% $ 3.0 1.3%
Receivables........................................ 52.0 24.1% 63.2 27.1% 58.9 26.6% 62.7 27.3% 66.9 28.3%
Inventories ......................................... 58.1 26.9% 63.3 27.1% 54.5 24.6% 58.0 25.3% 61.1 25.9%
Other .................................................. 1.6 0.7% 1.4 0.6% 1.4 0.6% 1.4 0.6% 1.4 0.6%
Total Current Assets 114.7 53.1% 130.9 56.0% 117.7 53.2% 125.1 54.4% 132.4 56.1%
Property, Plant & Equipment ............... 151.8 70.3% 168.6 72.2% 182.6 82.6% 197.6 86.0% 213.6 90.5%
Less: Accumulated Deprectiation ..... (71.4) -33.1% (82.2) -35.2% (93.1) -42.1% (104.2) -45.3% (115.7) -49.0%
Net Property, Plant & Equipment ..... 80.4 37.2% 86.4 37.0% 89.5 40.5% 93.4 40.6% 97.9 41.5%
Notes Receivable ................................ 16.8 7.8% 12.4 5.3% 10.1 4.6% 7.6 3.3% 2.0 0.8%
Other Assets ........................................ 4.0 1.9% 3.9 1.7% 3.8 1.7% 3.7 1.6% 3.6 1.5%
Total Assets $ 215.9 100.0% $ 233.6 100.0% $ 221.1 100.0% $ 229.8 100.0% $ 235.9 100.0%
Current Liabilities
Payable to Bank .............................. $ 13.9 6.4% $ 20.3 8.7% ($ 8.9) -4.0% ($ 1.7) -0.7% ($ 16.0) -6.8%
Current Portion of Long-Term Debt 4.0 1.9% 4.6 2.0% 27.5 12.4% 4.4 1.9% 4.2 1.8%
Accounts Payable ........................... 20.7 9.6% 20.6 8.8% 20.4 9.2% 20.3 8.8% 20.4 8.6%
Accruals and Others ........................ 40.3 18.7% 37.3 16.0% 37.8 17.1% 38.7 16.8% 40.2 17.0%
Total Current Liabilities 78.9 36.5% 82.8 35.4% 76.8 34.7% 61.7 26.8% 48.8 20.7%
Long-Term Debt 47.2 21.9% 51.2 21.9% 28.4 12.8% 27.8 12.1% 26.1 11.1%
Other Non-Current Liabilities 11.2 5.2% 8.6 3.7% 8.1% 3.7% 7.6 3.3% 7.1 3.0%
Stockholders’ Equity 78.6 36.4% 91.0 39.0% 107.8 48.7% 132.7 57.8% 153.9 65.2%
Total Liabilities & Stockholders’ Equity
$ 215.9 100.0% $ 233.6 100.0% $ 221.1 100.0% $ 229.8 100.0% $ 235.9 100.0%
DISCLOSURES AND NOTICES§24.757
September 1992 24-387
EXCERPTS FROM THE SMITH BARNEY BOOKLET FOR
WILSON FOODS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
Income Statements
Fiscal Year Ending
1988 1989 1990 1991 1992
% ofNet
Sales
% of
Net Sales % of
Net Sales % of
Net Sales % of
Net Sales
Net Sales ...................... $
1,309.7 100.0% $ 1,434.9 100.0% $ 1,457.4 100.0% $ 1,531.1 100.0% $ 1,601.1 100.0%
Cost & Expenses Cost of Sales ...................... 1,194.7 91.2% 1,308.8 91.2% 1,324.3 90.9% 1,387.2 90.6% 1,449.8 90.6%
Depr. & Amortization 9.4 0.7% 10.8 0.8% 10.9 0.7% 11.1 0.7% 11.5 0.7%
Selling, Gen. &
Admin..................... 93.6 7.1% 97.2 6.8% 100.3 6.9% 103.3 6.7% 106.4 6.6%
Interest Expense (Income) ................. 4.4 0.3% 4.7 0.3% 3.7 0.3% 2.4 0.2% 2.1 0.1%
Unusual Items 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0%
Other Income Net 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0%
Income (Loss) before Taxes &
Extraordinary
Items .......................... 7.6 0.6% 13.4 0.9% 18.2 1.2% 27.1 1.8% 31.3 2.0%
Income Taxes (Credits) ..................... 0.6 0.0% 1.0 0.1% 1.4 0.1% 2.1 0.1% 10.1 0.6%
Income (Loss) before Extiaordinary
Items .......................... 7.0 0.5% 12.4 0.9% 16.8 1.1% 25.0 1.6% 21.2 1.3%
Extraordinary Items 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0% 0.0 0.0%
Net Income (Loss) ....... $ 7.0 0.5% $ 12.4 0.9% $ 16.8 1.1% $ 25.0 1.6% $ 21.2 1.3%
Wghtd avg shares outstanding ................. 10,200,000 10,210,000 10,220,000 10,230,000 10,240,00 0
Per Share of Common Stock:
Income (Loss) before xtraordinary
Items ....................... $
0.69 $ 1.21 $ 1.64 2.44 $ 2.07
Extraordinary Items ....................... 0.00 0.00 0.00 0.00 0.00
Net Income(Loss) ........ $
0.69 $ 1.21 $ 1.64 $ 2.44 $ 2.07
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-388© 1992 Jefren Publishing Company, Inc.
EXCERPTS FROM THE SMITH BARNEY BOOKLET FOR
WILSON FOODS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS Sources and Uses of Funds
Fiscal Year Ending
1988 1989 1990 1991 1992
SOURCES
Income before Extraordinary Items ......... $ 7,000 $ 12,400 $ 16,751 $24,976 $21,173
Depreciation and Amortization ................ 9,400 10,800 10,900 11,100 11,500
Federal Income Tax (Credits) .................. 0 0 0 0 0
Other ........................................................ 0 0 0 0 0
Total Provided by Operations ............ 16,400 23,200 27,651 36,076 32,673
Change in Working Capital ..................... 3,100 0 7,200 0 0
Extraordinary Items ................................. 0 0 0 0 0
Issuance of Common Stock ..................... 30 30 30 30 30
Issuance of Debt....................................... 8,789 1,366 390 0 0
Sale of PP&E .......................................... 0 0 0 0 0
Other ........................................................ 0 4,504 0 25,109 5,081
Total Sources of Funds ...................... $28,319 $29,100 $35,271 $61,215 $37,784
USES
Additions to PP&E .................................. $15,500 $16,800 $14,000 $15,000 $16,000
Change in Working Capital ..................... 0 12,300 0 22,500 20,200
Decreases in Debt .................................... 0 0 0 23,715 1,584
Other ........................................................ 12,819 0 21,271 0 0
Total Uses of Funds ........................... $28,319 $29,100 $35,271 $61,215 $37,784
The Company is subject to the informational filing requirements of the Exchange Act and
is required to file reports and other information with the Commission relating to its business,
financial condition and other matters. Information as of particular dates concerning the
Company’s directors and officers, their remuneration, options granted to them, the principal
holders of the Company’s securities and any material interest of such persons in transactions
with the Company is required to be described in proxy statements distributed to the Compa ny’s
stockholders and filed with the Commission. These reports, proxy statements and other
information should be available for inspection at the Commission’s office at 450 Fifth St reet,
N.W., Washington, D.C. 20549, and also should be available for inspection and copying at the
regional offices of the Commission located in the Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604, and the Jacob K. Javits Federal Building, 26 Federa l
Plaza, New York, New York 10278. Copies of the material may also be obtained by mail, upon
payment of the Commission’s customary fees, from the Commission’s principal office at 450
Fifth Street, N.W., Washington, D.C. 20549.
9. Certain Information Concerning the Purchaser, Parent and Soparind. The
Purchaser was incorporated in Delaware on September 8, 1988 for the purpose of acquiring the
Company and to date has engaged in no activities other than those incident to the organization of
the Purchaser and the making of the Offer. The Purchaser is a wholly owned subsidiary of
DISCLOSURES AND NOTICES§24.757
September 1992 24-389
Parent. The principal executive offices of the Purchaser are located at 1190 Rout??,
Mountainside, New Jersey 07092. Parent was incorporated in Delaware on September 14, 1988. Parent is a wholly-owned
subsidiary of Soparind. Under the terms of an assignment and assumption agreement dated
September 15, 1988
§24.757 PROXY STATEMENTS: STRATEGY & FORMS
24-390© 1992 Jefren Publishing Company, Inc.
(“Assignment and Assumption Agreement”), Soparind (i) assigned all of its right, title and
interest in and to all of the issued and outstanding shares of capital stock of Fiel d Packing
Company, a Kentucky corporation (“Field”), Sunnyland of America Inc., a Georgia corporation
(“Sunnyland”), Soparind Energy Corporation, a Georgia c
