Wilson Officials to Discuss Confidential Information / According to Doskocil

Article excerpt

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 Wilson's assets.

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 office.

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 stated concerns."

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. …

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