<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
REGISTRATION NO. 333 -
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEEBLER FOODS COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2052 36-1894790
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
</TABLE>
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677 Larch Avenue
Elmhurst, Illinois 60126
(312) 833-2900
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive office)
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Thomas E. O'Neill
Vice President, Secretary and General Counsel
Keebler Foods Company
677 Larch Avenue
Elmhurst, Illinois 60126
(630) 833-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
<TABLE>
<S> <C> <C>
Bruce A. Toth Stephen L. Burns
John L. MacCarthy Cravath, Swaine & Moore
Winston & Strawn Worldwide Plaza
35 West Wacker Drive 825 Eighth Avenue
Chicago, Illinois 60601 New York, New York 10019
(312) 558-5600
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following
box. / /
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act of 1933, please check the following box and list the
Securities Act of 1933 registration statement number of the
earlier effective registration statement for the same offering.
/X/ 333-42075
If this Form is a post-effective amendment filed
pursuant to Section 462(c) under the Securities Act of 1933,
check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
<PAGE> 2
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE (1) FEE (1)
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share ........... 201,911(2) $ 24.00 $ 4,845,864 $ 1,430
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</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(o)
(2) Includes 26,336 shares issuable pursuant to over-allotment option
granted to underwriters
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION V OF FORM S-1.
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1, THE
REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-42075) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997, AS AMENDED BY AMENDMENT
NO. 1 DATED JANUARY 7, 1998, AS AMENDED BY AMENDMENT NO. 2 DATED JANUARY 23,
1998, WHICH SUCH REGISTRATION STATEMENT WAS DECLARED EFFECTIVE ON JANUARY 28,
1998.
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<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
(a) EXHIBITS. All Exhibits filed with the Registration Statement on
Form S-1 (File No. 333-42075) are incorporated herein by reference
thereto, and shall be deemed part of, this Registration Statement, except
the following, which are filed herewith:
Exhibit 5.1 Opinion of Winston & Strawn re: legality
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.2 Consent of DeLoitte & Touche LLP
Exhibit 23.3 Consent of Winston & Strawn (contained in Exhibit 5.1)
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 28th day of January, 1998.
KEEBLER FOODS COMPANY
By: /s/ Sam K. Reed
----------------------------------------
Sam K. Reed
President and Chief Executive Officer
Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities on this 28th day of
January, 1998.
<TABLE>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Sam K. Reed
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Sam K. Reed President, Chief Executive Officer (Principal Executive Officer) and Director
/s/ E. Nichol McCully
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E. Nichol McCully Chief Financial Officer and Senior Vice President - Finance (Principal
Financial Officer) and Director
/s/ James T. Spear
- ----------------------------
James T. Spear Vice President Finance and Corporate Controller (Principal Accounting Officer)
*
- ----------------------------
Robert P. Crozer Director
*
- ----------------------------
Raymond Debbane Director
*
- ----------------------------
Sacha Lainovic Director
*
- ----------------------------
Amos R. McMullian Director
*
- ----------------------------
Christopher J. Sobecki Director
*
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C. Martin Wood III Director
* /s/ E. Nichol McCully
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E. Nichol McCully
Attorney-in-Fact
</TABLE>
II-2
<PAGE> 5
<TABLE>
LIST OF EXHIBITS
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C> <C>
Exhibit 5.1 Opinion of Winston & Strawn re: legality
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.2 Consent of DeLoitte & Touche LLP
Exhibit 23.3 Consent of Winston & Strawn (contained in Exhibit 5.1)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION OF WINSTON & STRAWN
January 29, 1998
Keebler Foods Company
677 Larch Avenue
Elmhurst, IL 60127
Re: 201,911 Shares of Common Stock, $0.01 par value, of Keebler Foods
Company
Ladies or Gentlemen:
We refer to the Registration Statement on Form S-1 (as amended, the
"Registration Statement"), filed on January 29, 1998 by Keebler Foods Company
(the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to the registration
and sale of 201,911 shares of Common Stock, $0.01 par value (the "Shares"), of
the Company by certain selling stockholders.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with an
original or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement; (ii) the form of underwriting agreement and the
form of subscription agreement incorporated by reference as exhibits to the
Registration Statement (collectively, the "Underwriting Agreements"); (iii)
the Amended and Restated Certificate of Incorporation of the Company, as
currently in effect; (iv) the Amended and Restated By-laws of the Company, as
currently in effect; and (v) resolutions of the Board of Directors of the
Company relating to, among other things, the Registration Statement. We have
also examined such other documents and records as we have deemed necessary or
appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
and records submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon representatives of the Company and others.
Based on the foregoing, we are of the opinion that the Shares when sold in
accordance with the terms of the Underwriting Agreements, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Winston & Strawn
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our report dated December 5, 1997, except for Note 23, as to which the date is
January 22, 1998, on our audits of the consolidated financial statements and
financial statement schedule of Keebler Foods Company. We also consent to the
references to our firm under the captions "Experts", "Summary Consolidated
Historical Financial Data" and "Selected Historical Financial Data."
/s/ Coopers and Lybrand L.L.P.
Chicago, Illinois
January 28, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registrant Statement of Keebler Foods
Company of our report dated May 15, 1996 on our audit of the financial
statements of Sunshine Biscuits, Inc. incorporated by reference in such
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 28, 1998
