RFM Corporation

March 16, 1999 PSE CIRCULAR FOR BROKERS NO. 504-99 SUBJECT : RFM Corporation Attached is a copy of RFM Corporation's ("RFM") SEC Form 33-A (Tender Offer Report) in connection with RFM and Swift Foods, Inc. share swap. For your information. cdt (SGD.) RAFAEL L. LLAVE Chief Operating Officer SECURITIES AND EXCHANGE COMMISSION FORM 33-A TENDER OFFER REPORT 1. Check the appropriate box ______ Initial filing ______ Amendment Amendment No. ___________ Items amended by the filing ___________ 2. SWIFT FOODS, INC. Exact Name of Subject Company as Specified in its Charter 3. RFM Corporate Center, corner Pioneer & Sheridan Sts., Mandaluyong City Address of the Principal Office 4. SEC Identification Number ASO-94005066 Industry Classification Code 5. [ ] (sec use only) 6. BIR Tax Identification Number 410-003-973-161-V 7. Name of Bidder RFM Corporation 8. RFM Corporate Center, corner Pioneer & Sheridan Sts., Mandaluyong City Address of Bidder 9. Common shares of Swift Foods, Inc. Title or Class of Securities Subject to Tender Offer Item 1 . Subject Company 1. Subject Company: Swift Foods, Inc. RFM Corporate Center Corner Pioneer & Sheridan Sts. Mandaluyong City 2. a) Amount of Class Being Sought: 194,102,786 common shares as of 26 February 1999 b) Type and Consideration Being Offered: Share swap at the ratio o f three (3) Swift common shares i n Exchange for one (1) RFM Common shares c) Principal Market: Philippine Stock Exchange d) Swift Foods, Inc. Share Price Movement for the past two (2) years PSE Closing Prices High Low Period End Year ended Dec. 31, 1996 1st Quarter 3.5 02.08 2.10 2nd Quarter 3.0 1.76 2.14 3rd Quarter 2.28 1.80 1.90 4th Quarter 2.48 1.76 2.10 Year ended Dec. 31, 1997 1st Quarter 2.85 2.10 2.18 2nd Quarter 2.30 1.70 1.86 3rd Quarter 1.86 0.90 1.10 4th Quarter 1.04 0.70 0.82 Year ended Dec. 31, 1998 1st Quarter 1.20 0.45 1.00 2nd Quarter 1.02 0.70 0.70 3rd Quarter 0.70 0.38 0.52 4th Quarter 0.75 0.58 0.65 Item 2 . Identity and Background of Bidder 1. Name : RFM Corporation 2. Affiliation with Issuer : RFM Corporation is the majority shareholder/ parent company of the issuer, SwiftFoods, Inc. 3. Address : RFM Corporate Center Corner Pioneer & Sheridan Sts. Mandaluyong City 4. Principal Business : Manufacturing, importing, exporting, buying, selling or otherwise dealing in, at wholesale of goods such as but not limited to fresh, processed, canned and prepared foods, meat and meat products, poultry and poultry products and animal feeds and other food products, and any all equipment, materials, supplies used or employed in or related to the manufacture of such finished products. 5. Citizenship : Filipino 6. Directors and Officers of Bidder : Jose Ma . A . Concepcion III has a Bachelor of Science degree in Business Management from De La Salle University. He is the current Chairman of the Board and CEO of Cosmos Bottling Corporation, Selecta Dairy Products, Inc., PSI Technologies, Inc., Consumer Savings Bank and Philippine Townships Inc. He is likewise the President and CEO of RFM Corporation, Swift Foods, Inc., Asia Food Franchising Corporation, RFM-Indofood Philippines, Inc., RFM Equities, Inc., RFM Insurance Brokers, Inc. and Rizal Lighterage Corporation. He is also a member of a number of business organizations such as the Philippine Association of Flourmillers, Philippine Chamber of Commerce and Industry and the Management Association of the Philippines. He is also an officer of socio-civic associations such as the RFM Foundation, Inc. as Vice-Chairman and trustee; Laura Vicuna foundation for Street Children as Director, Philippine Basketball association as Director. He was an awardee of the Outstanding Young Men of the Philippines, 1995 and Time Global 100 List of Young Leaders for the New Millennium, 1994. He was born on 23 June 1958, married to Ma. Luisa Orosa with four children. Luis Bernardo A . Concepcion received a degree in AgriBusiness from the St. Ambrose College of Iowa, U.S.A. He's been the Executive Vice-President and Chief Operating Officer of Swift-AgriBusiness Division since its incorporation in 1994 and is also the president of the Philippine Association of Broilers Integrators (PABI). Ernest Fritz Server has a Bachelor of Arts degree in Economics from the Ateneo de Manila University and a Master's degree in Business Administration from the Wharton School of University of Pennsylvania in the United States. He is the Vice-Chairman of RFM Corporation and Cosmos Bottling Corporation. He is also Chairman of the following companies: Republic Dynamics Corporation, Uniphil Computer Corporation, Unidata Corporation, Intercity Properties, Inc. and Millennium Mining and Management Corporation. He is a director of Swift Foods, Inc., Selecta Dairy Products, Inc., Cosmos Bacolod Bottlers, Inc., Invest Asia Corporation, PSI Technologies, Inc., Conglomerate Securities and Financing Corporation, BJS Development Corporation and Worldwide Paper Mills, Inc. He is also President of BJS Development Corporation, Sta. Mesa Machinery Company, Inc., Trans-Pacific Properties, Inc., Geosands Resources Corporation, Eaglerock Mining Corporation and Philam Fund, Inc. He was born on 8 July 1943. Francisco A . Segovia has a degree in Business Management from the Ateneo De Manila University. He is the current President of the SCI Group of Companies, Araneta Group of Companies Regina Realty/Chilco Holdings, Republic Consolidated Corporation and Admiral Realty Corporation. He is likewise a director of the aforestated companies and of RFM Corporation, Cosmos Bottling Corporation. Swift Foods, Inc., Selecta Dairy Products, Inc., Consumer Savings Bank, Asia Food Franchising, Inc. and other companies of the RFM Group. He is also the Assistant Treasurer of Feati University. Felicisimo M . Nacino Jr . has a Bachelor of Arts degree in Economics and a Master's degree in Business Administration, both from the University of the Philippines. Mr. Nacino is the Executive Vice President of RFM Corporation and serves as a director of the following companies: Asia Food Franchising Corporation, Consumer Savings Bank, Philippine Townships, Inc., PSI Technologies, Inc., and other companies in the RFM group. None of the directors of RFM. have been convicted in a criminal proceeding during the last five (5) years. Further, neither RFM nor any of its directors was party to a civil proceeding of a judicial or administrative body of competent jurisdiction, domestic or foreign, for the same period which resulted to any order, judgment or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities, commodities or banking. Item 3 . Purpose of . the Tender Offer This offer will allow the present Swift shareholders, the chance to move into a more actively traded stock and more broadly diversified food company that RFM represents. Items 3 (a) to (h) of the Tender Offer Rules are not applicable as of 12 March 1999. Item 4 . Interest in Securities of the Issuer a) The aggregate number of the outstanding securities which is the subject of the Tender Offer is 194,102,786 Swift common shares or 24.184% of the total outstanding Swift common shares. The number of Swift common shares owned by RFM as of 26 February 1999 is 608,518,710 or 75.816% of the total outstanding Swift common shares. b) Not applicable. Item 5 . Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 6 . Materials to be Filed as Exhibits a) Notices requirement for the RFM SFI swap see annex "A"' b) Letter to SFI Common Shareholders on the Swap Offering see Annex "B" c) Application to Swap - See Annex "C" SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Mandaluyong on 15 March 1999. dctai By: _____________ (Signature) (SGD.) ATTY. CRISTINA D. REYES Asst Corporate Secretary, RFM Corporation RFM CORPORATION This is being published pursuant to Sections (d) and (e) of RSA Rule 33 (a)-1, Tender Offer Rules, in relation to offer of RFM CORPORATION to the stockholders of SWIFT FOODS, INC., to swap their common shares with RFM Corporation's common shares. A. IDENTITY OF THE BIDDER : RFM Corporation B. IDENTITY OF THE SUBJECT COMPANY : Swift Foods, Inc. C. AMOUNT OF CLASS OF SECURITIES BEING SOUGHT : 194,102,786 common shares of Swift D. RECORD DATE : Only stockholders of as of 26 February 1999(included are those E. SCHEDULE OF THE OFFER : 15 March 1999 until 12 April 1999 at 5.00 p.m. The period of the Tender Offer will not be subject to extension. F. RIGHT TO WITHDRAW : The shareholders may withdraw their application for the share swap at any time during the offer period provided that the receiving agent as stated in the application form to be distributed to the shareholders of Swift, receives the notice of withdrawal on or before the end of the offer period. All applicationsshall be deemed automatically accepted for payment at end of the offer period. G. PLAN IN THE EVENT OF OVERSUBSCRIPTION : The bidder has enough common shares for the swapin the event that all the minority stockholders of Swift exercise their option to swap their common shares with RFM common shares. A copy of the Form 33-A may be secured from Mr. Carlos Noriega, 6th Floor, Corporate Legal Division, RFM Corporate Center, Corner Pioneer & Sheridan Sts., Mandaluyong City, Tel. Nos. 6318101 (local 7611) or 6315007 free of charge. (SGD.) ATTY. CRISTINA D. REYES Assist. Corporate Secretary RFM CORPORATION March 1, 1999 Dear Swift Stockholder: We are pleased to inform you that RFM Corporation is offering all Swift Stockholders of record as of February 26, 1999 an opportunity to exchange their Swift Common Shares for RFM Common Shares on a purely voluntary basis. This is meant to give Swift Stockholders the chance move into a more actively traded stock and more broadly diversified Food Company that RFM represents. The swap ratio is set at one (1) RFM Common Share for every three (3) Swift Common Shares. Fractional shares arising from the exchange will be paid in cash at the rate of P2.00 per Swift Common Share. The offer period for the share swap is from March 15, 1999 up to and until 5:00 p.m. of April 12, 1999. Should you desire to exchange your Swift Common Shares for RFM Common Shares, please accomplish the attached Application to Swap, and submit the same together with your Swift Common Stock Certificates, duly endorsed in blank, to Securities Transfer Services, Inc., 4th Floor, Benpres Bldg. Exchange Road cor. Meralco Ave., Pasig City. For inquiries about RFM and this offer, please call Mr. B.J. Sebastian or Mr. Ramon Lopez of RFM at Tel. 631-8101. For inquiries about the number of Swift Common Shares you may have, please call Mr. Eduardo Castro or Ms. Menchie Millares of Securities Transfer Services at Tel. 631-8024 up to 30. Considering the benefits not only in the short term but also in the long term, I would like to encourage all Swift Common Stockholders to avail of this offer within the limited period available. cdlex Very truly yours, (SGD.) JOSE A CONCEPCION III President & CEO, RFM Corporation President & CEO, Swift Foods, Inc. APPLICATION TO SWAP This Application, together with the duly endorsed Swift Common Stock Certificates, must be received not later than April 12, 1999, 5:00 p.m. Applications received thereafter or without the attachment specified below will be rejected. This application is deemed automatically accepted at the end of the offer period unless sooner withdrawn in writing. The notice of withdrawal, to be effective, must be received by the Receiving Agent before the end of the Offer Period. The undersigned registered stockholder (the "Applicant") of SWIFT FOODS, INC. ("Swift") hereby applies to exchange the number of Swift Common Shares indicated herein below for RFM Corporation ("RFM"or the "Company") Common Shares at a swap ratio of One (1) RFM Common Share for every Three (3) Swift Common Shares. Fractional Swift Common Shares shall be paid P2.00 per share Payment for the fractional shares shall be made within thirty (30) trading days after the end of the Offer Period. The Applicant has enclosed the attached Swift Common Stock Certificate(s): Swift Stock Certificate No. No. of Swift Common Shares Total Swift Shares: Swap Ratio: 3 Swift:1 RFM * Equivalent RFM Common: * Note Equivalent RFM Common = Total Swift Shares / 3 The Applicant, in executing this Application, warrants that he has read and understood, and has relied solely upon the Terms of the Offer set forth in the attachment to this Application. The Applicant understands that no person has been authorized to give any information or to make any representation with respect to the shares subject hereof Applicant's Full Name (Print) Applicant's Address Applicant's Signature Tel. No(s). T.I.N. Nationality Requirement for Corporate Applicants : Acceptance . This Application is Notarized Secretary's Certificate setting forth hereby accepted subject to the the resolutions of the Applicant's Board of terms and conditions set forth Directors or equivalent body authorizing swap herein. of shares subject to this application, and Securities Transfer Services, Inc. designated signatories for the purpose. Authorized Signature:_______ Date: