Wilson Foods Corp. of Oklahoma City has sent a letter to suitor
Doskocil Companies Inc., offering to discuss confidential
information Doskocil needs to effect a merger or takeover of Wilson,
according to a senior official of Doskocil.
Wilson officials, Doskocil Spokesman David Smoak said Wednesday,
sent a letter to Doskocil Tuesday offering to at least discuss the
possiblity of releasing confidential information about the value of
That information is crucial to Doskocil because without it, the
Kansas firm may not be able to secure the financing from Chemical
Bank of New York, financing it needs to take over the much larger
Wilson Foods Corp.
Doskocil, a Hutchinson, Kan., pizza-topping supplier, extended a
$12.50 per share, $115 million offer in July for any or all of
Wilson's 10,000,000 outstanding shares.
Wilson's board of directors rejected that offer early this
month, telling stockholders not to tender any shares by saying the
offer was "highly conditional" and "not in the best interests of the
company. . ."
Wilson had over $1.3 billion in revenues last year, employs
approximately 5,000 workers in 10 states and New Zealand, and has
900 workers in Oklahoma City alone.
"Wilson may be in the process of opening up communications,"
said Smoak. "They've said, `at least let's talk about the
possibility of talking.' We sent back a letter saying we'd love to
sit down and talk and explain our position."
Wilson officials could not be reached for comment and Spokesman
David Almond did not return several telephone calls placed to his
In Doskocil's return letter, company Chairman Larry Doskocil, a
former Oklahoman, said:
"We would like to believe that your (Wilson's) letter contains
an implicit suggestion that we sit down to discuss the seriousness
of our offer. We would propose to set up a meeting to address your
But, Doskocil said, "we would like to first reiterate our view
that Doskocil's offer is not `highly conditional,' but that it
contains conditions customary in tender offers of this type."
That statement was in response to earlier Wilson assertions that
Doskocil's offer violated Securities and Exchange Commission
regulations and was dependent upon too many variables, such as
Chemical Bank's asset valuation conditions and conditions that
Wilson remove several antitakeover measures implemented by the board
of directors to prevent a hostile takeover.
Doskocil officials said Wilson Foods Corp. officers could
"easily satisfy" what conditions do exist "by making a positive
recommendation" of their offer and by releasing confidential
information about the value of Wilson's assets.
Chemical Bank has conditionally agreed to finance the takeover
by loaning Doskocil about $155 million, which Doskocil will
supplement with about $35 million of its own corporate funds, if
Doskocil obtains the confidential asset reports and those documents
prove Wilson's assets are valuable enough to secure the financing.
Doskocil officials also said in the return letter, which was
sent to Wilson Chairman Kenneth Griggy, that whatever conditions
exist in Chemical Bank's financing agreement, "the actions necessary
to allieviate its conditionality are, in large part, within the
control of the Wilson board of directors. …