<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 33-97752
VAN DE KAMP'S, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 43-1721518
-------------------------------- ----------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
1000 St. Louis Union Station
St. Louis, Missouri 63103
(Address of Principal Executive Office)
(314) 241-0303
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Shares Outstanding
September 28, 1996
Common stock, no par value 200
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VAN DE KAMP'S, INC.
BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 28, June 29,
1996 1996
-------------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 414 $ 4,040
Accounts receivable - net of allowance
of $250 and $190, respectively 35,860 16,250
Accounts receivable - other 660 506
Inventories (Note 3) 41,521 30,202
Prepaid expenses 1,493 724
Net current deferred tax asset 4,946 3,230
-------- --------
Total current assets 84,894 54,952
Property, plant and equipment, net 84,229 35,943
Goodwill and other intangible assets 341,048 203,736
Other assets 15,861 10,725
-------- --------
Total Assets $526,032 $305,356
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long term debt $ 9,451 $ 5,000
Revolving credit facility 19,000 -
Senior secured convertible debt 20,000 -
Accounts payable 16,895 14,144
Accrued liabilities 23,342 15,789
-------- --------
Total current liabilities 88,688 34,933
Deferred tax liability 2,997 2,997
Senior secured term debt 213,232 83,750
Senior subordinated notes 100,000 100,000
-------- --------
Total liabilities 404,917 221,680
-------- --------
Stockholder's equity:
Common stock, no par value - -
Paid in capital 124,115 84,115
Accumulated deficit (3,000) (439)
-------- --------
Total stockholder's equity 121,115 83,676
-------- --------
Total Liabilities and Stockholder's Equity $526,032 $305,356
======== ========
</TABLE>
See accompanying notes to financial statements
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<PAGE>
VAN DE KAMP'S, INC.
STATEMENTS OF OPERATIONS
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended September 30, 1995
-------------------------------------
The Company Predecessor
----------------------------------------- -----------
Operating Period Period
Three Months September 19, 1995 July 1, 1995
Ended through through
September 28, 1996 September 30, 1995 September 18, 1995
------------------ ------------------ ------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Net sales $78,153 $4,555 $21,061
Cost of goods sold 33,825 1,996 10,267
------- ------ -------
Gross profit 44,328 2,559 10,794
Selling, distribution and marketing expenses:
Selling and distribution 9,441 517 2,843
Trade promotions 19,848 791 3,699
Consumer marketing 3,935 197 1,919
------- ------ ------
Total selling, distribution and marketing expenses 33,224 1,505 8,461
Amortization of goodwill and other intangibles 3,375 198 689
General and administrative expenses 2,624 170 1,370
Other expenses 48 - -
Transition related costs (Note 4) 1,090 - -
------- ------ -------
Total operating expenses 40,361 1,873 10,520
------- ------ -------
Operating income 3,967 686 274
Interest income (285) - -
Interest expense 7,995 512 -
Amortization of deferred financing expense 499 22 -
Other bank and financing expenses 26 - -
------- ------ -------
(Loss) income before income taxes (4,268) 152 274
Income tax benefit (provision) 1,707 (61) (396)
------- ------ -------
Net (loss) income $(2,561) $ 91 $ (122)
======= ====== =======
</TABLE>
See accompanying notes to financial statements
-3-
<PAGE>
VAN DE KAMP'S, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Additional
Common Paid-in Accumulated
Shares Capital Deficit Total
------ ---------- ----------- ---------
<S> <C> <C> <C> <C>
Balance at June 29, 1996 200 $ 84,115 $ (439) $ 83,676
Capital contribution - 40,000 - 40,000
Net loss - - (2,561) (2,561)
------ ---------- ----------- ---------
Balance at September 28, 1996 200 $ 124,115 $ (3,000) $ 121,115
====== ========== =========== =========
</TABLE>
See accompanying notes to financial statements
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<PAGE>
VAN DE KAMP'S, INC.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Operating Period
Three Months September 19, 1995
Ended through
September 28, 1996 September 30, 1995
------------------- -------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (2,561) $ 91
Adjustments to reconcile net (loss) income to cash
provided by (used in) operating activities:
Depreciation and amortization 5,534 319
Deferred income taxes (1,716) 61
Change in assets and liabilities, net of effects of
businesses acquired:
(Increase) in accounts receivable (19,763) (4,050)
(Increase) decrease in inventories (5,433) 481
(Increase) in prepaid expenses (769) (55)
Increase in accounts payable 2,751 2,637
Increase in accrued expenses 5,553 408
(Increase) in other assets (305) (7)
--------- ---------
Net cash used in operating activities (16,709) (115)
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (4,476) -
Payment for acquisition of businesses (189,744) (192,682)
--------- ---------
Net cash used in investing activities (194,220) (192,682)
--------- ---------
Cash flows from financing activities:
Proceeds from short term borrowings 39,000 32,500
Proceeds from long term borrowings 135,000 100,000
Payment of borrowings (1,066) -
Capital contributions 40,000 69,491
Debt issuance costs (5,631) (8,809)
--------- ---------
Net cash provided by financing activities 207,303 193,182
--------- ---------
(Decrease) increase in cash and cash equivalents (3,626) 385
Cash and cash equivalents, beginning of period 4,040 355
--------- ---------
Cash and cash equivalents, end of period $ 414 $ 740
========= =========
</TABLE>
See accompanying notes to financial statements
-5-
<PAGE>
VAN DE KAMP'S, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY
Basis of Presentation
The interim financial statements of Van de Kamp's, Inc. (the "Company"),
included herein, have not been audited by independent accountants. The
statements include all adjustments, such as normal recurring accruals, which
management considers necessary for a fair presentation of the financial position
and operating results of the Company for the periods presented. Operating
results during the predecessor's prior year period include certain
reclassifications to conform with the Company's presentation. The statements
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosure normally included in financial statements prepared in
conformity with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The operating results for
interim periods are not necessarily indicative of results to be expected for an
entire year.
The prior owners did not operate the Company's product lines as separate
divisions and accordingly, it is not practicable to present a statement of cash
flows during the predecessor period. The Company was granted a waiver by the
Securities and Exchange Commission with respect to the presentation of these
cash flows.
For further information, reference should be made to the financial statements
for the period ended June 29, 1996 and notes thereto included in the Company's
Annual Report on Form 10-K on file at the Securities and Exchange Commission.
NOTE 2 - ACQUISITIONS
On September 19, 1995 (commencement of operations), Van de Kamp's, Inc. acquired
the assets of the frozen seafood business (which operated as Van de Kamp's) and
the frozen dessert product lines, (together the "Businesses") from The Pillsbury
Company and Pet Incorporated. The Company acquired the inventories, property,
plant and equipment and intangible assets of the Businesses for a purchase price
of $190 million. The acquisition was accounted for by the purchase method of
accounting.
On May 6, 1996, substantially all the assets of the Mrs. Paul's frozen food
business were purchased from Campbell Soup Company ("CSC") for $73.2 million.
The Company acquired the inventories, certain manufacturing equipment and
intangible assets from CSC. On July 9, 1996, substantially all of the assets of
the frozen food division of The Quaker Oats Company ("Quaker") were purchased
for $188.0 million. The Company purchased the Celeste(R) trademark and was
granted an exclusive perpetual, transferable, royalty-free license of the Aunt
Jemima(R) trademark for use in the frozen breakfast products business. Also
included in the acquisition were inventories and the manufacturing facility
where the Company produces both product lines. The allocation of purchase price
for these acquisitions has not been finalized; however, any changes are not
expected to be material. The acquisitions have been accounted for using the
purchase method and, accordingly, the results of operations are included in the
Statements of Operations from the dates of acquisition. Assets acquired and
liabilities assumed were recorded at their estimated fair market value, and the
excess costs over net tangible assets are being amortized over the estimated
useful lives of the related intangible assets.
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<PAGE>
Had the three acquisitions described in this Note 2 taken place July 1, 1995,
the unaudited pro forma net sales and income (loss) before income taxes for the
quarter ended September 30, 1995 would have been $79,549,000 and $(3,571,000),
respectively. Results for the quarter ended September 28, 1996 would not have
been significantly different from those reflected in the Statement of
Operations.
NOTE 3 - INVENTORIES
Inventories are stated at the lower of cost (determined by the first-in, first-
out method) or market. Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
September 28, 1996 June 29, 1996
------------------ -------------
<S> <C> <C>
Raw materials $ 9,183 $ 6,856
Packaging 2,992 2,022
Finished goods 29,346 21,324
------- -------
$41,521 $30,202
======= =======
</TABLE>
NOTE 4 - TRANSITION RELATED COSTS
Transition related costs consist of what management believes are one-time costs
incurred to establish operations and integrate the businesses acquired,
including relocation expenses, recruiting fees, sales training, computer systems
conversion and other one-time transitional expenses.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to Notes to Financial Statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations presented in the
Registrant's 1996 Form 10-K for the period ended June 29, 1996.
A. The following table sets forth for the period indicated the percentage which
the items in the Statement of Operations bear to net sales. The Statement of
Operations column for the three months ended September 30, 1995 combines the
Company's operating period of September 19, 1995 through September 30, 1995
and the predecessor's period of July 1, 1995 through September 18, 1995,
without any pro forma adjustments.
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 28, 1996 September 30, 1995
------------------ ------------------
<S> <C> <C> <C> <C>
Net sales $78,153 100.0% $25,616 100.0%
Cost of goods sold 33,825 43.3 12,263 47.9
------- ----- ------- -----
Gross profit 44,328 56.7 13,353 52.1
Selling, distribution and marketing expenses:
Selling and distribution 9,441 12.1 3,360 13.1
Trade promotions 19,848 25.4 4,490 17.5
Consumer marketing 3,935 5.0 2,116 8.3
------- ----- ------- -----
Total selling, distribution and marketing expenses 33,224 42.5 9,966 38.9
Amortization of goodwill and other intangibles 3,375 4.3 887 3.5
General and administrative expenses 2,624 3.4 1,540 6.0
Other expenses 48 .1 - -
Transition related costs (Note 4) 1,090 1.4 - -
------- ----- ------- -----
Total operating expenses 40,361 51.6 12,393 48.4
------- ----- ------- -----
Operating income 3,967 5.1 960 3.7
Interest income (286) (.4) - -
Interest expense 7,995 10.2 512 2.0
Amortization of deferred financing expense 499 .6 22 -
Other bank and financing expenses 26 - - -
------- ----- ------- -----
(Loss) income before income taxes (4,267) (5.5) 426 1.7
Income tax benefit (provision) 1,707 2.2 (457) (1.8)
------- ----- ------- -----
Net loss $(2,560) (3.3)% $ (31) (0.1)%
======= ===== ======= =====
</TABLE>
-8-
<PAGE>
RESULTS OF OPERATIONS
Quarter Ended September 28, 1996 Compared to Quarter Ended September 30, 1995:
Net Sales. Net sales for the quarter were $78.2 million, an increase of $52.6
million versus the same quarter last year. The increase was due to (1) a $2.3
million increase in Van de Kamp's seafood sales, (2) a $0.4 million decrease in
desserts sales, (3) $13.9 million in Mrs. Paul's branded seafood sales, and (4)
$36.8 million of sales of Celeste(R) pizza and Aunt Jemima(R) frozen breakfast
products (together "Celeste/Aunt Jemima").
Two primary factors contributed to the increase in Van de Kamp's seafood sales.
A price increase instituted in January 1996 contributed $0.5 million during the
quarter, and new products introduced during the quarter generated sales of $1.8
million.
The change in desserts sales was caused primarily by a $1.4 million decrease in
private label whipped toppings sales, a product category which continues to be
competitive. This was partially offset by strong sales of pie shells during the
quarter due to the introduction of Mrs. Paul's pie shells, which generated $0.3
million of sales during the quarter. Sales of other dessert products were
higher than the same period last year due to the introduction of new products
and the reformulation of certain existing products.
Gross Profit. Gross profit increased from 52.1% of sales in fiscal 1996 to
56.7% in fiscal 1997. The increase was caused by three factors: (1) a favorable
mix resulting from increased seafood sales versus lower margin dessert sales in
the base business, (2) lower manufacturing costs stemming primarily from reduced
overhead levels realized after the Celeste/Aunt Jemima acquisition, and (3)
higher inherent gross profit margins of the Celeste/Aunt Jemima products.
Selling, Distribution and Marketing Expenses. Selling, distribution and
marketing expenses increased from 38.9% of sales in the prior year to 42.5% of
sales in the current year. The increase in trade promotion spending was caused
by (1) higher spending levels to support new product introductions under the Van
de Kamp's and Mrs. Paul's brands and (2) the inclusion in fiscal 1997 of the
Celeste pizza business, which requires a higher rate of trade spending than the
seafood business. Selling and distribution expenses declined as a percentage of
sales due to distribution efficiencies resulting from the Mrs. Paul's and
Celeste/Aunt Jemima acquisitions. Consumer marketing decreased as a percentage
of sales due primarily to the increase in sales mass resulting from the
Celeste/Aunt Jemima acquisition. In addition, consumer marketing as a percentage
of sales is lower for the Celeste pizza and Aunt Jemima breakfast products than
for the Company's other product lines.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
intangibles increased $2.5 million due to the increase in intangibles resulting
from the acquisition of Van de Kamp's late in the first quarter of fiscal 1996
and the acquisitions of Mrs. Paul's in the fourth quarter of fiscal 1996 and
Celeste/Aunt Jemima which occurred early in the first quarter of fiscal 1997.
General and Administrative Expenses. General and administrative expenses
increased $1.1 million to facilitate the management of the businesses acquired
during calendar 1996. General and administrative expenses decreased from 6.0% of
sales to 3.4% of sales during this period due to the increased scale of the
business.
Transition Related Costs. Transition related costs consist of what management
believes to be one-time costs incurred to establish operations and integrate
acquired businesses, including relocation expenses,
-9-
<PAGE>
recruiting fees, sales training, broker conversions and orientations, computer
systems conversion and other unique transitional expenses.
Operating Income. Operating income increased $3.1 million due to the increased
size of the Company and the operating efficiencies described previously
associated with the increase in scale.
Interest Expense. Interest expense increased due to the additional financing
required to complete the acquisitions of Mrs. Paul's and Celeste/Aunt Jemima.
Prior year interest expense is for twelve days only, as the predecessor did not
separately allocate this cost to the Businesses.
Provision for Income Taxes. The Company anticipates a combined federal and
state tax rate of 40%, which has been applied to the quarter ended September 28,
1996. This rate is lower than the rate experienced by the prior owners,
primarily because the Company's amortization of goodwill is deductible for
income tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
On July 9, 1996 the Company acquired substantially all of the assets of the
frozen foods division of The Quaker Oats Company ("Quaker Oats") for
approximately $188 million. These assets included the Celeste frozen pizza
business and the Aunt Jemima frozen breakfast products business of Quaker Oats.
The acquisition was financed by (i) an equity capital contribution of $40
million from VDK Holdings, Inc. (the Company's parent), (ii) $135 million of
additional borrowings through the Company's existing senior bank facility and
(iii) a $20 million senior secured convertible loan which is secured by cash
collateral posted by VDK Holdings, Inc. Total sources of financing of $195
million were used to fund the acquisition and pay transaction fees and expenses.
For the quarter ended September 28, 1996, cash used in operations was $16.7
million. Net income before depreciation and amortization provided $3.0 million
of operating cash flow which was offset by an increase in working capital of
$17.9 million. Current assets, excluding cash, increased $26.3 million
primarily due to the acquisition of the Quaker frozen food businesses which
resulted in increased accounts receivable and inventory balances and a build up
of seafood inventory preceding the relocation of Mrs. Paul's production
equipment from Campbell's facility to the Company's manufacturing facilities.
The increases in current assets were partially offset by an $8.3 million
increase in accounts payable and accrued expenses of which $2.0 million related
to the acquired business.
The Company spent $4.5 million on property, plant and equipment during the
quarter, the majority of which was expended to relocate production lines
purchased from CSC into the Company's manufacturing facilities.
The senior secured revolving debt facility commitment is $25 million. The
balance outstanding at September 28, 1996 was $19 million. The revolver balance
was reduced in October after receivables collected by Quaker Oats were remitted
to the Company.
At September 28, 1996, the Company had $0.4 million of cash and cash equivalents
and an unused commitment on its $25 million revolving debt facility, net of
reduction for previously issued letters of credit, of $5.6 million. Cash
provided by operations and borrowings under the revolving credit facility are
the primary sources of liquidity. The available borrowing capacity under the
revolving credit facility, combined with cash provided by operations should
continue to provide the Company with the capital flexibility necessary to fund
future operations as well as to meet existing obligations.
-10-
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT
- ------ -------
2.1 Asset Purchase and Sale Agreement, dated as of May 15, 1996, between
Van de Kamp's, Inc. and The Quaker Oats Company ("Quaker")
(incorporated by reference to Exhibit 2.1 and to a list of the
contents of the schedules of which was filed with Van de Kamp's, Inc.
report on Form 8-K, dated July 9, 1996 and filed on July 24, 1996 (the
"8-K")).
2.2 Supplement No. 1 to Asset Purchase and Sale Agreement, dated as of
July 9, 1996, between Van de Kamp's, Inc. and Quaker (incorporated by
reference to Exhibit 2.2 to the 8-K).
3.1 Certificate of Incorporation of Van de Kamp's, Inc. with amendments
thereto (incorporated by reference to Exhibit 3.1 of Van de Kamp's
Inc. Form S-4 filed October 4, 1995 (the "S-4")).
3.2 Amended and Restated By-Laws of Van de Kamp's, Inc. (incorporated by
reference to Exhibit 3.2 to the S-4).
10.1 Amendment No. 1 to Ellinwood Employment Agreement, dated as of July
1, 1996, between Thomas O. Ellinwood and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.4 of Van de Kamp's, Inc.'s
annual report on Form 10-K, dated as of June 29, 1996, and filed on
September 27, 1996 (the "10-K")).
10.2 Amendment No. 1 to Gudmundsson Employment Agreement, dated as of July
1, 1996 between Olafur Gudmundsson and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.6 of the 10-K).
10.3 Amendment No. 1 to Sloan Employment Agreement, dated as of July 1,
1996, between C. Renee Sloan and Van de Kamp's, Inc. (incorporated by
reference to Exhibit 10.8 of the 10-K).
10.4 Amendment No. 1 to Youngerman Employment Agreement, dated July 1,
1996, between Thomas J. Youngerman and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.10 of the 10-K).
10.5 Amendment No. 1 to Andersen Employment Agreement, dated as of July 1,
1996, between Timothy B. Andersen and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.12 of the 10-K).
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<PAGE>
10.6 Second Amended and Restated Credit and Guarantee Agreement, dated as
of July 9, 1996, among VDK Holdings, Inc., Van de Kamp's, Inc., the
banks and other financial institutions named as parties thereto and
The Chase Manhattan Bank, N.A., as Agent (incorporated by reference to
Exhibit 10.21 of the 10-K).
10.7 First Amendment, dated as of August 28, 1996, to the Second Amended
and Restated Credit and Guarantee Agreement among VDK Holdings, Inc.,
Van de Kamp's, Inc., the banks and other financial institutions named
as parties thereto and The Chase Manhattan Bank, N.A., as Agent
(incorporated by reference to Exhibit 10.22 of the 10-K).
10.8 Second Amendment to Guarantee and Collateral Agreement, dated July 9,
1996, between Van de Kamp's, Inc. and VDK Holdings, Inc. in favor of
The Chase Manhattan Bank, N.A., as agent for the several banks and
other financial institutions (incorporated by reference to Exhibit
10.23 of the 10-K).
10.9 Trademark License Agreement, dated July 9, 1996, between Quaker, The
Quaker Oats Company of Canada Limited and Van de Kamp's, Inc.
(incorporated by reference to Exhibit H to Exhibit 2.1 to the 8-K).
10.10 Patent License Agreement, dated July 9, 1996, between Quaker and Van
de Kamp's, Inc. (incorporated by reference to Exhibit K to Exhibit 2.1
to the 8-K).
10.11 Shared Technology License Agreement, dated July 9, 1996, between
Quaker and Van de Kamp's, Inc. (incorporated by reference to Exhibit M
to Exhibit 2.1 to the 8-K).
10.12 McDonald's Co-Pack Agreement, dated July 9, 1996, by Quaker and Van
de Kamp's, Inc. (incorporated by reference to Exhibit L to Exhibit 2.1
to the 8-K).
10.13 Senior Convertible Loan Credit and Guarantee Agreement, dated as of
July 9, 1996, among VDK Holdings, Inc., Van de Kamp's, Inc., the banks
and other financial institutions named as parties thereto and The
Chase Manhattan Bank, N.A., as Agent (incorporated by reference to
Exhibit 10.28 of the 10-K).
10.14 Cash Collateral Agreement, dated July 9, 1996, between VDK Holdings,
Inc. and The Chase Manhattan Bank, N.A. (incorporated by reference to
Exhibit 10.29 of the 10-K).
27.1 Financial Data Schedule.
-12-
<PAGE>
(b) Reports on Form 8-K
1. A report on Form 8-K, dated July 9, 1996, was filed on July 24, 1996,
with Item 2 and Item 7. No financial statements were filed.
2. A report on Form 8-KA, dated July 9, 1996 was filed on September 22,
1996 with Item 2 and Item 7 and which included the following financial
statements:
(a) The audited Combined Statements of Certain Assets and Liabilities,
Revenues and Expenses, Changes in Equity and Cash Flows of the
frozen foods division of The Quaker Oats Company, as of and for
the twelve months ended June 30, 1996, 1995, and 1994 together
with the report of independent accountants thereon.
(b) The pro forma statement of operations of Van de Kamp's, Inc. for
the year ended June 30, 1996 and the pro forma balance sheet as of
June 30, 1996 together with notes.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VAN DE KAMP'S, INC.
Dated: November 12, 1996 By: /s/ Timothy B. Andersen
-----------------------------
Timothy B. Andersen
Chief Financial Officer and
Vice President, Administration
and duly authorized officer
-14-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
<S> <C> <C>
2.1 Asset Purchase and Sale Agreement, Dated as of May 15, 1996, between
Van de Kamp's, Inc. and The Quaker Oats Company ("Quaker")
(incorporated by reference to Exhibit 2.1 and to a list of contents of
the schedules which was filed with Van de Kamp's Inc. report on
Form 8-K, dated July 9, 1996 and filed on July 24, 1996 (the "8-K")).
2.2 Supplement No. 1 to Asset Purchase and Sale Agreement, dated as of
July 9, 1996, between Van de Kamp's, Inc. and Quaker (incorporated by
reference to Exhibit 2.2 to the 8-K).
3.1 Certificate of Incorporation of Van de Kamp's, Inc., with amendments
thereto (incorporated by reference to Exhibit 3.1 of Van de Kamp's,
Inc. Form S-4 filed on October 4, 1995 (the "S-4")).
3.2 Amended and Restated By-Laws of Van de Kamp's, Inc. (incorporated by
reference to Exhibit 3.2 of the S-4).
10.1 Amendment No. 1 to Ellinwood Employment Agreement, dated as of July 1,
1996, between Thomas O. Ellinwood and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.4 of Van de Kamp's, Inc.'s
annual report on Form 10-K, dated as of June 29, 1996, and filed on
September 27, 1996 (the "10-K")).
10.2 Amendment No. 1 to Gudmundsson Employment Agreement, dated as of July
1, 1996 between Olafur Gudmundsson and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.6 of the 10-K).
10.3 Amendment No. 1 to Sloan Employment Agreement, dated as of July 1,
1996, between C. Renee Sloan and Van de Kamp's, Inc. (incorporated by
reference to Exhibit 10.8 of the 10-K).
</TABLE>
<PAGE>
10.4 Amendment No. 1 to Youngerman Employment Agreement, dated July 1,
1996, between Thomas J. Youngerman and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.10 of the 10-K).
10.5 Amendment No. 1 to Andersen Employment Agreement, dated as of July 1,
1996, between Timothy B. Andersen and Van de Kamp's, Inc.
(incorporated by reference to Exhibit 10.12 of the 10-K).
10.6 Second Amended and Restated Credit and Guarantee Agreement, dated as
of July 9, 1996, among VDK Holding, Inc., Van de Kamp's, Inc., the
banks and other financial institutions named as parties thereto and
The Chase Manhattan Bank, N.A., as Agent (incorporated by reference to
Exhibit 10.21 of the 10-K).
10.7 First Amendment, dated as of August 28, 1996, to the Second Amended
and Restated Credit and Guarantee Agreement among VDK Holdings, Inc.,
Van de Kamp's, Inc., the banks and other financial institutions named
as parties thereto and The Chase Manhattan Bank, N.A., as Agent
(incorporated by reference to Exhibit 10.22 of the 10-K).
10.8 Second Amendment to Guarantee and Collateral Agreement, dated July 9,
1996, between Van de Kamp's, Inc. and VDK Holding, Inc. in favor of
The Chase Manhattan Bank, N.A., as agent for the several banks and
other financial institutions (incorporated by reference to Exhibit 2.1
to the 8-K).
10.9 Trademark License Agreement, dated July 9, 1996, between Quaker, The
Quaker Oats Company of Canada Limited and Van de Kamp's, Inc.
(incorporated by reference to Exhibit H to Exhibit 2.1 to the 8-K).
10.10 Patent License Agreement, dated July 9, 1996, between Quaker and Van
de Kamp's, Inc. (incorporated by reference to Exhibit K to Exhibit 2.1
to the 8-K).
10.11 Shared Technology License Agreement, dated July 9, 1996, between
Quaker and Van de Kamp's, Inc. (incorporated by reference to Exhibit M
to Exhibit 2.1 to the 8-K).
10.12 McDonald's Co-Pack Agreement, dated July 9, 1996, by Quaker and Van
de Kamp's Inc. (incorporated by reference to Exhibit L to Exhibit
2.1 to the 8-K).
10.13 Senior Convertible Loan Credit and Guarantee Agreement, dated as of
July 9, 1996, among VDK Holdings, Inc., Van de Kamp's Inc., the banks
and other financial institutions named as parties thereto and The
Chase Manhattan Bank, N.A., as Agent (incorporated by reference to
Exhibit 10.28 of the 10-K).
10.14 Cash Collateral Agreement, dated July 9, 1996, between VDK Holdings,
Inc. and The Chase Manhattan Bank, N.A. (incorporated by reference
to Exhibit 10.29 of the 10-K).
27.1 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Balance Sheets and Statements of Operations and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> JUN-30-1997 JUN-29-1996
<PERIOD-START> JUN-30-1996 SEP-19-1995
<PERIOD-END> SEP-28-1996 SEP-30-1995
<CASH> 414 740
<SECURITIES> 0 0
<RECEIVABLES> 36,770 4,550
<ALLOWANCES> (250) 0
<INVENTORY> 41,521 19,037
<CURRENT-ASSETS> 84,894 24,967
<PP&E> 88,512 30,887
<DEPRECIATION> (4,284) (99)
<TOTAL-ASSETS> 526,032 206,942
<CURRENT-LIABILITIES> 88,688 9,799
<BONDS> 313,232 127,500
<COMMON> 0 0
0 0
0 0
<OTHER-SE> 121,115 69,582
<TOTAL-LIABILITY-AND-EQUITY> 526,032 206,942
<SALES> 78,153 25,616
<TOTAL-REVENUES> 78,153 25,616
<CGS> 33,825 12,263
<TOTAL-COSTS> 33,825 12,263
<OTHER-EXPENSES> 40,301 12,393
<LOSS-PROVISION> 60 0
<INTEREST-EXPENSE> 8,235 534
<INCOME-PRETAX> (4,268) 426
<INCOME-TAX> (1,707) 457
<INCOME-CONTINUING> (2,561) (31)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,561) (31)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
