FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 1998
Yogen Fruz World-Wide Inc.
(Translation of registrant's name into English)
8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-_________
<PAGE>
Incorporation by Reference
This Form 6-K shall be incorporated by reference into the Registration
Statement on Form F-4 of the Registrant (No. 333-8078) declared effective by the
U.S. Securities and Exchange Commission on February 19, 1998 and into the
definitive prospectus of the Registrant dated February 19, 1998 relating to such
registration statement.
Materials relating to Registrant and filed pursuant to this Form 6-K
include:
(a) Second Quarterly Report for the period ended February 27, 1998.
(b) (Second) Letter of Transmittal for Common Shares of Registrant and for
Common Shares of Integrated Brands, Inc. which was mailed out in
respect of the merger between the Registrant and Integrated Brands,
Inc. which closed on March 18, 1998.
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.
YOGEN FRUZ WORLD-WIDE INC.
Date May 11, 1998 By Aaron Serruya
-----------------------------
Name: Aaron Serruya
Title: Executive Vice President
<PAGE>
April 30, 1998
TO WHOM IT MAY CONCERN:
Dear Sirs:
RE: Yogen Fruz World-Wide Incorporated (TSE: YF.A)
We enclose our Second Quarterly Report for the period ending February 27, 1998
for filing.
As well, we enclose the (Second) Letter of Transmittal for Common Shares of
Yogen Fruz World-Wide Inc. and for Common Shares of Integrated Brands Inc. which
was mailed out in respect of the merger with Integrated Brands Inc. which closed
on March 18, 1998.
We declare that the above documents were sent by prepaid mail to all
shareholders of the Company on April 30, 1998 and May 1, 1998. However, we have
not mailed to shareholders in cases where notices or other documents have been
returned undelivered by the Post Office.
Yours very truly,
YOGEN FRUZ WORLD-WIDE INCORPORATED
"Sarah Oziel"
Sarah Oziel
Public Relations
<PAGE>
Second Quarter, 1998 Fiscal Year
To Our Shareholders . . .
We are pleased to report to shareholders that for the period ending February 28,
1998, we have achieved our fourteenth consecutive record quarter. Net earnings
for the six months ending February 28, 1998 advanced 56% to $3,811,559 ($0.11
per share fully diluted) from $2,451,126 ($0.08 per share fully diluted) for the
same period last year. Net earnings for the three months ended February 28, 1998
increased 56% to $2,110,282 ($0.06 per share fully diluted) from $1,348,672
($0.04 per share fully diluted) for the same period last year.
Revenues for the second quarter jumped to $11,161,872 from $7,026,704 an
increase of 59%. Shareholders' equity increased to $73,528,683 from $60,664,202
last year. The Company remains institutionally debt-free with cash holdings of
$20,758,959.
For the three months ended February 28, 1998, corporate store sales were
$2,974,503 compared to $422,565. The increase was primarily as a result of the
Golden Swirl stores acquired on May 31, 1997. Product sales also advanced to
$5,807,466 from $3,828,451 due to the overall growth of the system in the
quarter. Franchising income and fees decreased to $1,738,999 from $1,915,834,
due to fewer international Master Franchise Agreements signed during the
quarter. All of our Brands however, continued to contribute towards our record
net earnings this quarter.
During the quarter, Yogen Fruz acquired the franchisee and territorial agency
agreements, trademarks and other specified assets of Ice Cream Churn, a Byron,
Georgia chain consisting of 361 ice cream scoop outlets operating in 11 southern
states. This acquisition has added important volume and distribution advantages
in the southeastern U.S., as well as an opportunity to increase production in
our Dallas-based plant, thereby expanding the potential of the brand to serve a
broader market base.
On March 18, 1998, subsequent to the end of the second quarter, Yogen Fruz
completed its merger of Integrated Brands Inc., which markets, sells and
distributes Tropicana(R) frozen desserts, as well as a variety of other branded
frozen dessert products, under the Betty Crocker(R), Trix(R), Yoplait(R),
Colombo(R), Trix(R), Lucky Charms(R) and Yoo Hoo(R) brand names, pursuant to
long-term exclusive license agreements. Integrated Brands Inc., directly and
through subsidiaries, also operates, franchises and licenses Swensen's(R) Ice
Cream, Steve's(R) Ice Cream and triple trademark frozen dessert stores
throughout the United States and certain foreign countries.
With the acquisition of Integrated Brands now behind us, we will begin to
consolidate our Franchise businesses. The Integrated Brands deal has given us
additional critical mass, while at the
<PAGE>
same time significantly increasing our U.S. distribution base. We also feel that
there is a tremendous opportunity for us to develop the Tropicana(R) and Betty
Crocker(R) frozen dessert lines throughout Canada. Initial response to the
Tropicana frozen dessert in Canada has exceeded our expectation.
We are also pleased to announce that for the second consecutive year, Yogen Fruz
has been named by Entrepreneur Magazine, a U.S. publication, as #3 in their
annual top franchise 500 issue. Yogen Fruz was listed only behind McDonald's and
Burger King. Yogen Fruz also ranked #3 in the category of the fastest growing
franchise.
As of February 28, 1998, the Company had 4,036 locations in 82 countries, and is
the world's largest franchisor of frozen yogurt outlets, operating a Family of
Brands, including Yogen Fruz, Bresler's Ice Cream and Premium Frozen Yogurt, I
Can't Believe It's Yogurt, Golden Swirl, Paradise, Ice Cream Churn and Java
Coast Fine Coffees.
Our System is growing, both domestically and internationally, winning new
consumers wherever our Brands are introduced. As always at this time, we thank
the people who have supported us and contributed so much to our success - our
employees, shareholders, Master Franchisees and Franchisees.
On Behalf of the Board,
"Michael Serruya"
Chairman of the Board
Yogen Fruz World-Wide Inc.
<PAGE>
Yogen Fruz World-Wide Inc.
Consolidated Statement of Earnings and Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
---------------- ------------------
February 28, February 29, February 28, February 29,
------------ ------------ ------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Product Sales $11,243,420 $ 8,620,732 $ 5,807,466 $ 3,828,451
Franchising income and fees 3,145,986 3,694,798 1,738,999 1,915,834
Sales by corporate-owned stores 6,237,611 859,078 2,974,503 422,565
Rental and other income 1,464,529 1,582,646 640,904 859,854
-----------------------------------------------------------------------------------
22,091,546 14,757,254 11,161,872 7,026,704
-----------------------------------------------------------------------------------
Direct Costs and Administrative
Expenses 16,762,250 11,403,738 8,301,270 5,220,930
Amortization 1,138,887 816,090 555,860 442,316
-----------------------------------------------------------------------------------
17,901,137 12,219,828 8,857,130 5,663,246
-----------------------------------------------------------------------------------
Earnings Before Income Taxes 4,190,409 2,537,426 2,304,742 1,363,458
Provision For Income Taxes 378,850 86,300 194,460 14,786
-----------------------------------------------------------------------------------
Net Earnings 3,811,559 2,451,126 2,110,282 1,348,672
Retained Earnings -
Beginning of Period 18,215,366 8,278,427 19,916,643 9,380,881
-----------------------------------------------------------------------------------
Retained Earnings -
End of Period $22,026,925 $10,729,553 $22,026,925 $10,729,553
=========== =========== =========== ===========
Earnings Per Share
- - Basic $0.11 $0.09 $0.06 $0.05
- - Fully Diluted $0.11 $0.08 $0.06 $0.04
-----------------------------------------------------------------------------------
Weighted Average Number of
Common Shares Outstanding 35,126,906 28,602,583
</TABLE>
<PAGE>
Yogen Fruz World-Wide Inc.
Consolidated Balance Sheet
As at February 28
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and short-term deposits $20,758,959 $26,967,896
Accounts receivable 16,164,674 8,263,994
Inventory 2,654,306 2,042,942
Prepaid expenses and sundry 2,401,282 1,410,855
Advances to related parties 404,411 424,374
Notes receivable 54,150 85,792
--------------------------------------------------------
42,437,782 39,195,853
Notes Receivable 116,520 186,106
Deferred Income taxes 328,470 71,686
Capital Assets 3,943,072 2,414,193
Other Intangibles 2,874,759 1,545,316
Goodwill 33,405,411 27,666,840
--------------------------------------------------------
$83,106,014 $71,079,994
========================= =========================
Liabilities
Current Liabilities
Accounts payable and accrued
liabilities $8,828,582 $ 9,815,841
Income taxes payable 440,176 287,347
--------------------------------------------------------
9,268,758 10,103,188
Lease Security Deposits 308,573 312,604
--------------------------------------------------------
9,577,331 10,415,792
--------------------------------------------------------
Shareholders' Equity
Capital Stock 51,501,758 49,934,649
Retained Earnings 22,026,925 10,729,553
--------------------------------------------------------
73,528,683 60,664,202
--------------------------------------------------------
$83,106,014 $71,079,994
========================= =========================
</TABLE>
<PAGE>
Yogen Fruz World-Wide Inc.
Consolidated Statement of Changes in Financial Position
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
---------------- ------------------
February 28, February 29, February 28, February 29,
------------ ------------ ------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Provided By (Used In):
Operating Activities
Net earnings $3,811,559 $2,451,126 $2,110,282 $1,348,672
Items not affecting cash
Amortization 1,138,887 816,090 555,860 442,316
Loss (gain) on sale of
capital assets (514,965) 17,533 (514,965) 53,797
Deferred Income taxes (72,546) -- (72,546) --
-------------------------------------------------------------------------------------
4,362,935 3,284,749 2,078,631 1,844,785
Net change in non-cash
working capital balances
related to operations (6,942,275) (3,510,138) (753,516) (1,939,782)
-------------------------------------------------------------------------------------
(2,579,340) (225,389) 1,325,115 (94,997)
-------------------------------------------------------------------------------------
Investing Activities
Repayment of (advances on)
notes receivable (67,818) (76,410) (73,433) (38,077)
Purchase of capital assets (690,380) (300,316) (660,576) (284,330)
Proceeds on sale of capital
assets 676,000 171,380 676,000 27,530
Acquisition of operating
company/net of cash acquired
of $nil (1997-$178,034)
(1,680,000) (328,562) (1,680,000) --
Other intangibles -- (30,806) -- (30,806)
-------------------------------------------------------------------------------------
(1,762,198) (564,714) (1,738,009) (325,683)
-------------------------------------------------------------------------------------
Financing Activities
Net proceeds from issue of
special warrants -- 21,847,563 -- 21,847,563
Issue of common shares 1,168,775 517,944 55,175 269,926
Payment of acquisition
payable (4,544,000) -- -- --
-------------------------------------------------------------------------------------
(3,375,225) 22,365,507 55,175 22,117,489
-------------------------------------------------------------------------------------
Increase (Decrease) in Cash
Position (7,716,763) 21,575,404 (357,719) 21,696,809
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Cash and Short-Term
Deposits - Beginning of 28,475,722 5,392,492 21,116,678 5,271,087
Year
-------------------------------------------------------------------------------------
Cash and Short-Term
Deposits - End of Year $20,758,959 $26,967,896 $20,758,959 $26,967,896
=========== =========== =========== ===========
</TABLE>
<PAGE>
(SECOND) LETTER OF TRANSMITTAL FOR COMMON SHARES OF
YOGEN FRUZ WORLD-WIDE INC. AND FOR
COMMON SHARES OF INTEGRATED BRANDS INC.
This (Second) Letter of Transmittal ("Letter") must accompany certificates
representing common shares ("Yogen Fruz Common Shares") of Yogen Fruz World-Wide
Inc. ("Yogen Fruz"), or common shares ("Integrated Brands Common Shares") of
Integrated Brands Inc. ("Integrated Brands") delivered pursuant to the
transactions described in the Yogen Fruz Management Information Circular and
Proxy Statement dated January 15, 1998, (the "Yogen Fruz Proxy Circular") and
the Integrated Brands Proxy Statement dated February 19, 1998 (the "Integrated
Brands Proxy Statement").
Before completing this Letter, please read carefully the instructions set out
below. Holders of Yogen Fruz Common shares who did not return the completed and
signed (First) Letter of Transmittal and Election Form which accompanied the
Yogen Fruz Proxy Circular to Equity Transfer Service Inc. prior to 5:00p.m. on
February 27, 1998 were deemed to exchange each of their Yogen Fruz Common Shares
for 1.05 Yogen Fruz Class A Subordinate Voting Shares in accordance with the
terms of the share capital reorganization of Yogen Fruz.
Holders of Integrated Brands Common Shares who did not return the completed and
signed (First) Letter of Transmittal which accompanied the Integrated Brands
Proxy Statement to Equity Transfer Services Inc. prior to 5:00p.m. on March 11,
1998, were deemed to exchange each of their Integrated Brands Common Shares for
0.585129 Yogen Fruz Class A Subordinate Voting Shares in accordance with the
terms of the merger of Integrated Brands and Yogen Fruz Acquisition Corp.
In order for shareholders to exchange their certificates representing either
Yogen Fruz Common Shares or Integrated Brands Common Shares for certificates
representing Yogen Fruz Class A Subordinate Voting Shares, such shareholders
must complete and sign this Letter and return it together with the
certificate(s) representing the Yogen Fruz Common Shares or the Integrated
Brands Common Shares in accordance with Instruction No. 1.
TO: Yogen Fruz World-Wide Incorporated
c/o Equity Transfer Services Inc. - The Registrar and Transfer Agent
at the office set out in the Instructions hereto.
1. The Undersigned transmits herewith for exchange the following certificate(s)
representing or comprising Yogen Fruz Common Shares:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Certificate number(s) Number of Yogen Fruz Common Shares
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total:
----------------------------------------------------------------------
</TABLE>
The Undersigned transmits herewith for exchange the following
certificate(s) representing or comprising Integrated Brands Common Shares:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Certificate number(s) Number of Integrated Brands Common Shares
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total:
----------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE: If the above space is insufficient, details may be listed on a
separate schedule which should then be attached to this Letter.
2. The Undersigned hereby represents that the Undersigned is the owner of the
Yogen Fruz Common Shares and/or Integrated Brands Common Shares represented by
the certificate(s) described above and has good title to such shares free and
clear of all liens, charges, security interests, encumbrances and adverse
interests of every kind, and has all necessary right and authority to exchange
the Yogen Fruz Common Shares and/or Integrated Brands Common Shares referred to
above and to make any election and give all of the directions herein contained.
3. The Undersigned acknowledges that each Yogen Fruz Common Share described
above was changed into 1.05 Yogen Fruz Subordinate Voting Shares and that each
Integrated Brands Common Share described above was exchanged for 0.585129 Yogen
Fruz Subordinate Voting Shares, in accordance with the transactions described in
the Yogen Fruz Proxy Circular and the Integrated Brands Proxy Statement.
4. Upon receipt by the Registrar and Transfer Agent of this Letter and of the
certificate(s) identified above and as soon as practicable Yogen Fruz, or the
Registrar and Transfer Agent, will deliver (i) certificates representing whole
Subordinate Voting Shares to which the Undersigned is entitled, and (ii) a
cheque representing the cash value of any fractional interest in a Subordinate
Voting Share to which the Undersigned would otherwise have been entitled.
Certificates representing Subordinate Voting Shares and, if applicable, a cheque
will be in the name of the shareholder set forth below. Certificates and, if
applicable, a cheque will be mailed to the address of the shareholder set forth
below.
THE UNDERSIGNED ACKNOWLEDGES HAVING READ THE TERMS SET OUT ABOVE AND THE
INSTRUCTIONS BELOW.
DATED the ________ day of _______________________________, 199____.
Shareholder's Name: Shareholder's Address:
_____________________________________
(Please Print)
Per:_________________________________
Authorized Signatory (Area Code and Telephone Number)
Date: ______________ , 199___
(Canadian Social Insurance Number-for
Canadian income tax purposes)
<PAGE>
INSTRUCTIONS
1. This Letter must be duly signed by the Shareholder or a duly authorized
representative and completed and returned together with the appropriate
certificate(s) representing the Yogen Fruz Common Shares and/or the Integrated
Brands Common Shares referred to in paragraph 1 of the Letter to Equity Transfer
Services Inc. at:
Equity Transfer Services Inc. - The Registrar and Transfer Agent
120 Adelaide Street West
Suite 420
Toronto, Ontario
M5H 4C3
2. Where this Letter is executed on behalf of a corporation, partnership or
association or by an agent, executor, administrator, trustee, curator, guardian
or any person acting in a representative capacity, this Letter must be
accompanied by satisfactory evidence of authority to act.
3. To complete this Letter, you must:
(a) in paragraph 1 of this Letter, list the number(s) of the certificate(s)
representing the Yogen Fruz Common Shares and/or the Integrated Brands
Common Shares owned by you and transmitted with this Letter and the number
of shares represented by each certificate by completing the panel provided
in paragraph 1;
(b) sign this Letter and print your name and address in the space provided.
4. Any share certificate(s) registered in the name of the person by whom or on
whose behalf this Letter is signed need not be endorsed or accompanied by a
share transfer power other than this Letter itself. Any share certificate(s) not
so registered must be endorsed by the registered holder thereof or be
accompanied by a share transfer power duly and properly completed by its
registered holder, with signature guaranteed in either case by a Canadian
chartered bank or trust company, a member of a recognized stock exchange in
Canada or a member of the Transfer Association Medallion (Stamp) Program. The
signature of the registered holder must correspond in every respect with the
name of the registered holder appearing on the face of the share certificate(s).
5. The method of delivery of this Letter and the appropriate certificate(s) to
the Registrar and Transfer Agent is at the option and risk of the shareholder
but, if delivery by mail is used, registered mail with return receipt requested,
properly insured, is recommended.
6. If additional copies of this Letter are desired, they may be obtained from
the Registrar and Transfer Agent at the office specified in paragraph 1 of these
Instructions.
<PAGE>
To Lean More About Us, Contact:
World-Wide Head Office
Yogen Fruz World-Wide Inc.
8300 Woodbine Avenue, 5th Floor
Markham, Ontario, Canada, L3R 9Y7
Telephone: (905) 479-8762
Fax: (905) 479-5235
Internet: http://www.yogenfruz.com
E-mail: [email protected]
U.S.A. Head Office:
Kayla Foods, Inc.
3361 Boyington Drive, Suite 200
Carrollton, Texas, U.S.A., 75006-9112
Telephone: (972) 788-4788
Fax: (972) 788-5036
E-mail: [email protected]
For International Franchises, contact:
Kayla Foods Int'l (Barbados) Inc.
"Aberfoyle", 5th Avenue
Belleville, St. Michael, Barbados, W.I.
Telephone: (246) 228-9505
Fax: (246) 228-7321
E-mail: [email protected]
Investor Relations: Sarah Oziel
Telephone: (905) 479-8762
Fax: (905) 479-5235
e-mail: [email protected]
Internet: http://www.yogenfruz.com
Toronto Stock Exchange (Trading Symbol: YF.A)
