UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 25, 1998
(DATE OF EARLIEST EVENT REPORTED: AUGUST 24, 1998)
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KEEBLER FOODS COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE NO. 001-13705 36-3839556
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
677 LARCH AVE., ELMHURST, IL 60126
(Address of principal executive offices)
630-833-2900
(Registrant's telephone number, including area code)
NOT APPLICABLE.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On August 24, 1998, Keebler Foods Company, a Delaware corporation (the
"Company"), President International, Inc., a Delaware corporation ("PII"), and
President International Trade and Investment Corporation, a company limited by
shares under the International Business Companies Ordinance of the British
Virgin Islands ("Parent"), jointly announced that the Company, PII and Parent
had entered into a Stock Purchase Agreement dated as of August 24, 1998 (the
"Stock Purchase Agreement"), pursuant to which the Company shall acquire from
Parent all of the issued and outstanding capital stock of PII.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
EXHIBIT NO. DOCUMENT
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99.1 Press Release dated as of August 24, 1998
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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.
KEEBLER FOODS COMPANY
By: /S/ JAMES T. SPEAR
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Name: James T. Spear
Title: Vice President Finance and Corporate Controller
Date: August 25, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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99.1 Press Release dated as of August 24, 1998
Contact: Lori P. Marin
Treasurer
Keebler Foods Company
630-782-2690
Troy Rutman
Golin Harris Communications
212-697-9191
KEEBLER TO ACQUIRE PRESIDENT BAKING COMPANY
FIRST ACQUISITION AS PUBLIC COMPANY STRENGTHENS BRANCHES OF HOLLOW TREE
ELMHURST, IL (August 24, 1998) ----Keebler Foods Company (NYSE: KBL) has reached
an agreement to acquire President Baking Company, it was announced today by
Robert P. Crozer, Chairman of the Board of Keebler Foods. President is the
leading supplier of Girl Scout cookies and counts "Famous Amos," "Plantation",
and "Murray" among its key brands. President, headquartered in Atlanta, is a
leading manufacturer of cookies and brownies with annualized net sales of over
$450 million.
The transaction, Keebler's first acquisition since its initial public offering
in January, is expected to close in September of this year. Keebler will finance
the acquisition, valued at $450 million, with cash and new bank debt. The Seller
is President International Trading and Investment, Inc., which is 61% owned by
President Enterprises Corp., a leading food and distribution company in Taiwan.
The closing of the transaction is subject to customary conditions, including the
Hart-Scott-Rodino waiting period.
"We are thrilled to bring Elfin Magic to PBC operations," commented Sam K. Reed,
President and Chief Executive Officer. "Acquiring President gives Keebler the
number one position in supplying cookies for the annual Girl Scout sale. Murray
is an excellent supermarket brand and both Famous Amos and Plantation have key
positions in the vending, convenience and club store channels of distribution.
We expect the acquisition to be accretive to earnings starting in 1999, due to
the manufacturing, distribution and purchasing economies of a combined
operation," Reed continued.
President operates eight bakeries throughout the country. It services
supermarkets through an extensive direct store door (DSD) distribution system.
Leading cookie brands include Murray, Murray Sugar Free and Famous Amos. In
addition, President also distributes cookie products nationally under other
value-oriented brands and produces private-label cookies and snack cakes.
Keebler (NYSE:KBL) is the second largest cookie and cracker manufacturer in the
United States. The company markets its products under well-recognized brands
such as Keebler(registered trademark), Cheez-It(registered trademark),
Carr's(registered trademark), and Ready Crust(registered trademark).
Statements contained in this press release that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. All forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ from those
projected. Other factors that may cause actual results to differ from the
forward-looking statements contained in this release and that may affect the
Company's prospects in general are described in the company's filings with the
Securities and Exchange Commission.
