SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 6, 1996
VAN DE KAMP'S, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 33-97752 43-1721518
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1000 St. Louis Union Station, St. Louis, Missouri 63103
(Address of Principal Executive Offices) (Zip Code)
(314) 241-0303
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 6, 1996, Van de Kamp's, Inc., a Delaware corporation,
("the Company") completed an acquisition of substantially all
the assets of the Mrs. Paul's(R) frozen food business, which was owned by
Campbell Soup Company, for a purchase price of approximately $72.9 million. The
Mrs. Paul's(R) frozen food business consists primarily of frozen breaded or
battered seafood and frozen vegetable products which are sold at retail under
the Mrs. Paul's(R) trademark. The purchase price is subject to
adjustment upon completion of an audit of inventory as of the closing of the
acquisition. The acquisition was a purchase of assets and included trademarks,
intangibles, inventories and certain manufacturing equipment (collectively, the
"MRS. PAULS'S ASSETS"). The purchase price was established through a sale
process conducted by Lazard Freres & Co. and through subsequent negotiations
with Campbell Soup Company.
The manufacturing equipment acquired consists of the equipment (such as
fryers and freezing equipment) used by Campbell Soup Company to produce its
Mrs. Paul's(R) brand frozen products. The Company intends to install this
equipment primarily in its Erie, Pennsylvania plant and to use it for the
production of Mrs. Paul's(R) brand frozen seafood and frozen vegetables
products and for the production of certain of Van de Kamp's(R) brand frozen
seafood products.
In order to achieve certain objectives of Campbell Soup Company, the
acquisition was structured as a sale by Campbell Soup Company of the
Mrs. Paul's Assets to Shellfish Acquisition Company, LLC ("SHELLFISH")
for a $72,884,548 promissory note of Shellfish due August 22, 1996 (the
"SHELLFISH NOTE") and an immediate resale by Shellfish to the Company
of the Mrs. Paul's Assets for $72,884,548 in cash. Because Shellfish resold the
Mrs. Paul's Assets to the Company for the same price at which it acquired
them from Campbell Soup Company, Shellfish realized no profit on its resale
of the Mrs. Paul's Assets to the Company.
All of the cash received by Shellfish from the Company on account of the
Company's purchase of the Mrs. Paul's Assets was transferred by Shellfish
to a grantor trust to secure the issuance of a bank letter of credit in favor
of Campbell Soup Company which, in turn, secures payment of the Shellfish Note.
As part of the transaction, all contractual rights of Shellfish under its
purchase agreement with Campbell Soup Company were assigned by Shellfish to
the Company. Shellfish did not assign its obligations under the Shellfish Note.
The Company financed the acquisition and related costs with an equity
contribution by VDK Holding, Inc., the Company's parent, of $15 million and
with increased senior secured bank debt totalling $60 million. This bank debt
was incurred through an amendment to the Company's existing senior bank
facilities with Chemical Bank as agent for the following lenders: Chemical
Bank; Banque Paribas; Caisse Nationale de Credit Agricole; Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York
Branch; Dresdner Bank AG, New York and Grand Cayman Branches; Fleet Bank of
Massachusetts, N.A.; Harris Trust and Savings Bank; The First National Bank of
Boston; Merrill Lynch Senior Floating Rate Fund, Inc.; Prime Income Trust; and
Van Kampen American Capital Prime Rate Income Trust.
Shellfish is a Delaware limited liability company. Its members are
Dartford Partnership L.L.C. and James B. Ardrey. The Company is a wholly-owned
subsidiary of
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VDK Holdings, Inc., which is a wholly-owned subsidiary of VDK Foods LLC,
Dartford Partnership L.L.C. is a member of VDK Foods LLC. Mr. Ardrey is a
Director and Executive Vice President of the Company and a member of Dartford
Partnership L.L.C.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b). Providing the financial statements and pro forma
financial information required by this item is not practical at the time of
this report on Form 8-K. Such financial statements and pro forma financial
information are expected to filed within 60 days of this filing by an
amendment to this report on Form 8-K.
(c) Exhibits. The following exhibits are filed herewith in
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accordance with Item 601 of Regulation S-K:
EXHIBIT NO. EXHIBIT DESCRIPTION
2.1 Asset Purchase and Sale Agreement, dated as of January
17, 1996, between Shellfish Acquisition Company, LLC and
Campbell Soup Company (the text of which and exhibits to
which are incorporated by reference to Exhibit 2.1 to
Van de Kamp's, Inc.'s Form 10-Q for the quarter ended
March 30, 1996 (the "10-Q") and a list of the contents
of the schedules to which is filed herewith)
2.2 Asset Purchase Agreement, dated as of January 17, 1996,
between Van de Kamp's, Inc. and Shellfish Acquisition
Company, LLC (incorporated by reference to Exhibit 2.2
to the 10-Q).
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SIGNATURE
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 hereunto duly authorized.
VAN DE KAMP'S, INC.
Dated: May 21, 1996 By: /s/ Timothy B. Andersen
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Timothy B. Andersen
Chief Financial Officer and duly
authorized officer
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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2.1 Asset Purchase and Sale Agreement, dated as of
January 17, 1996, between Shellfish Acquisition
Company, LLC and Campbell Soup Company
(the text of which and exhibits to which are
incorporated by reference to Exhibit 2.1 to Van de
Kamp's Inc.'s Form 10-Q for the quarter ended
March 30, 1996 (the "10-Q")and a list of the contents
of the schedules to which is filed herewith).
2.2 Asset Purchase Agreement, dated as of January 17,
1996, between Van de Kamp's, Inc., and Shellfish
Acquisition Company, LLC (incorporated by reference
to Exhibit 2.2 to the 10-Q).
Exhibit 2.1
The following list briefly identifies the contents of the schedules
to the Asset Purchase and Sale Agreement, dated as of January 17, 1996, between
Shellfish Acquisition Company, LLC and Campbell Soup Company, the text of which
and exhibits to which are incorporated herein by reference to Exhibit 2.1 to the
10-Q. In accordance with Regulation S-K under the Securities Act of 1933 the
actual schedules have not been filed with the Securities and Exchange Commission
(the "Commission"). The Company hereby agrees to furnish supplementally a copy
of any omitted schedule to the Commission upon request.
1. Schedule 2.1(a) contains a list of machinery, equipment and other
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tangible personal property included in the assets purchased by the Company.
2. Schedule 2.1(c) contains a list of foreign trademarks included in
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the assets purchased by the Company.
3. Schedule 2.1(i) contains a list of government licenses, permits
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and approvals issued to Campbell Soup Company (the "Seller") with respect to the
Mrs. Paul's business.
4. Schedule 2.2(h) contains a list of assets which are expressly
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excluded from the business, assets, properties and rights purchased by the
Company.
5. Schedule 4.2(a) contains (i) a summary schedule of the quantity
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of items of Inventory (as defined) carried on the books of the Seller relating
to the Mrs. Paul's business as of July 30, 1995, and (ii) the cost at which
such Inventory is carried.
6. Schedule 5.5 contains copies of certain financial information
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with respect to the Mrs. Paul's business and a summary of accounting policies
and procedures for unaudited financial information.
7. Schedule 5.6 contains a list of specified material changes to the
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Mrs. Paul's business after October 29, 1995.
8. Schedule 5.8 contains a list of exceptions to the Seller's
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representation that it has good and marketable title to the assets purchased
by the Company.
9. Schedule 5.9 contains of list of Inventory of the Mrs. Paul's
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business which is not substantially usable or saleable in the ordinary course
of business.
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10. Schedule 5.10 contains a list of material exceptions to the
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Sellers's representation that it possesses all permits, licenses and government
approvals necessary to the conduct of the Mrs. Paul's business.
11. Schedule 5.12 contains a list of Material Contracts (as defined)
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relating to the Mrs. Paul's business included in the assets purchased by the
Company and material amendments, modifications, supplements to, or defaults or
claims under, such Material Contracts.
12. Schedule 5.13 contains (i) a list of patents, trademarks, trade
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names and copyrights used exclusively in the Mrs. Paul's business, including
applications and licenses and claims relating thereto, and (ii) consents
required for the use thereof by the Company.
13. Schedule 5.15 contains a summary of potentially material pending
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or threatened actions, suits, proceedings or investigations relating to the
Mrs. Paul's business.
14. Schedule 5.16 contains a list of material exceptions to the
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Seller's representation that the Mrs. Paul's business is being conducted in
compliance with laws, ordinances and regulations.
15. Schedule 5.19 contains a summary of trade deals, trade promotions
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or programs, trade refunds or cooperative programs or consumer promotions or
programs which the Seller has offered or become bound by or a party to as of
January 3, 1996.
