UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 27, 2000
(Date of earliest event reported: January 20, 2000)
KEEBLER FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-13705 36-3839556
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
677 Larch Avenue
Elmhurst, Illinois 60126
(Address of principal executive offices) (Zip Code)
(630) 833-2900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 20, 2000, Keebler Foods Company, a Delaware corporation
("Keebler"), announced that Keebler, R&H Trust Co. (Jersey) Limited, as Trustee,
HB Marketing & Franchising L.P., 697163 Alberta Ltd., William C. Burkhardt and
Austin Quality Foods, Inc., a Delaware corporation ("Austin"), had entered into
a Stock Purchase Agreement dated as of January 19, 2000 (the "Stock Purchase
Agreement"), pursuant to which Keebler shall acquire from certain sellers
identified therein all of the issued and outstanding capital stock of Austin.
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
----------- --------
99.1 Press Release dated as of January 20, 2000
-2-
<PAGE>
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.
KEEBLER FOODS COMPANY
By: /s/ THOMAS E. O'NEILL
-------------------------
Name: Thomas E. O'Neill
Title: Vice President, Secretary
and General Counsel
January 27, 2000
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
----------- --------
99.1 Press Release dated as of January 20, 2000
-4-
<PAGE>
E. Nichol McCully
Senior Vice President and
Chief Financial Officer
630-782-2690
Lori P. Marin
Vice President and Treasurer
630-782-2690
KEEBLER TO ACQUIRE AUSTIN QUALITY FOODS
ELMHURST, IL (January 20, 2000) - Keebler Foods Company (NYSE:KBL) has reached
an agreement to acquire Austin Quality Foods, Inc., it was announced today by
Robert P. Crozer, Chairman of the Board of Keebler Foods.
Austin is a leading producer and marketer of single serve baked snacks,
including cracker sandwiches and bite-sized crackers and cookies. Austin is
headquartered in Cary, North Carolina and has annual sales of approximately $200
million.
The transaction is expected to close in February, subject to customary
conditions including the Hart-Scott-Rodino waiting period. Keebler will finance
the acquisition, valued at $250 million, with borrowings under its existing
credit facilities. Keebler expects the acquisition will be accretive to earnings
by the end of 2000.
"We are thrilled to be adding Austin's product lines and manufacturing
capabilities to Keebler," said Sam K. Reed, President and Chief Executive
Officer of Keebler. "Austin is a very well-run company that has successfully
focused on single-serve and bite-sized products. These capabilities will
complement Keebler's product lines and sales channels in the biscuit industry."
"Keebler is a great company and a perfect fit for Austin," added Bill Burkhardt,
President and Chief Executive Officer of Austin Quality Foods. "We are excited
about this next step in the growth of Austin. Keebler will provide many new
opportunities for our products and associates."
Austin's products include cracker sandwiches under the AUSTIN(R) brand, Zoo(R)
brand animal crackeRS, SEANImals(R) brand cookies and DOLPHINS AND FRIENDSTM
bite-sized cheddar cheese crackers. Austin was founded in 1935. The company
employs over 1,200 associates in a state-of-the-art bakery. The company was
privately held and was advised in the sale by Lazard Freres & Co. LLC.
Keebler, founded in 1853, is the second largest cookie and cracker manufacturer
in the United States with the last trailing twelve-month net sales of $2.7
billion. Keebler markets its products under well-recognized brands such as
KEEBLER, CHEEZ-IT, CARR'S, READY CRUST, FAMOUS AMOS, MURRAY, and PLANTATION.
Keebler is also a leading manufacturer for both the private label and
foodservice markets. Through its Little Brownie Baker subsidiary, Keebler is
also a leading licensed supplier of Girl Scout Cookies. Keebler Foods Company is
headquartered in Elmhurst, Illinois. For additional information, please visit
the Keebler Web site at WWW.KEEBLER.COM.
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 that 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.
-5-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 27, 2000
(Date of earliest event reported: January 20, 2000)
KEEBLER FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-13705 36-3839556
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
677 Larch Avenue
Elmhurst, Illinois 60126
(Address of principal executive offices) (Zip Code)
(630) 833-2900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 20, 2000, Keebler Foods Company, a Delaware corporation
("Keebler"), announced that Keebler, R&H Trust Co. (Jersey) Limited, as Trustee,
HB Marketing & Franchising L.P., 697163 Alberta Ltd., William C. Burkhardt and
Austin Quality Foods, Inc., a Delaware corporation ("Austin"), had entered into
a Stock Purchase Agreement dated as of January 19, 2000 (the "Stock Purchase
Agreement"), pursuant to which Keebler shall acquire from certain sellers
identified therein all of the issued and outstanding capital stock of Austin.
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
----------- --------
99.1 Press Release dated as of January 20, 2000
-2-
<PAGE>
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.
KEEBLER FOODS COMPANY
By: /s/ THOMAS E. O'NEILL
-------------------------
Name: Thomas E. O'Neill
Title: Vice President, Secretary
and General Counsel
January 27, 2000
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
----------- --------
99.1 Press Release dated as of January 20, 2000
-4-
<PAGE>
E. Nichol McCully
Senior Vice President and
Chief Financial Officer
630-782-2690
Lori P. Marin
Vice President and Treasurer
630-782-2690
KEEBLER TO ACQUIRE AUSTIN QUALITY FOODS
ELMHURST, IL (January 20, 2000) - Keebler Foods Company (NYSE:KBL) has reached
an agreement to acquire Austin Quality Foods, Inc., it was announced today by
Robert P. Crozer, Chairman of the Board of Keebler Foods.
Austin is a leading producer and marketer of single serve baked snacks,
including cracker sandwiches and bite-sized crackers and cookies. Austin is
headquartered in Cary, North Carolina and has annual sales of approximately $200
million.
The transaction is expected to close in February, subject to customary
conditions including the Hart-Scott-Rodino waiting period. Keebler will finance
the acquisition, valued at $250 million, with borrowings under its existing
credit facilities. Keebler expects the acquisition will be accretive to earnings
by the end of 2000.
"We are thrilled to be adding Austin's product lines and manufacturing
capabilities to Keebler," said Sam K. Reed, President and Chief Executive
Officer of Keebler. "Austin is a very well-run company that has successfully
focused on single-serve and bite-sized products. These capabilities will
complement Keebler's product lines and sales channels in the biscuit industry."
"Keebler is a great company and a perfect fit for Austin," added Bill Burkhardt,
President and Chief Executive Officer of Austin Quality Foods. "We are excited
about this next step in the growth of Austin. Keebler will provide many new
opportunities for our products and associates."
Austin's products include cracker sandwiches under the AUSTIN(R) brand, Zoo(R)
brand animal crackeRS, SEANImals(R) brand cookies and DOLPHINS AND FRIENDSTM
bite-sized cheddar cheese crackers. Austin was founded in 1935. The company
employs over 1,200 associates in a state-of-the-art bakery. The company was
privately held and was advised in the sale by Lazard Freres & Co. LLC.
Keebler, founded in 1853, is the second largest cookie and cracker manufacturer
in the United States with the last trailing twelve-month net sales of $2.7
billion. Keebler markets its products under well-recognized brands such as
KEEBLER, CHEEZ-IT, CARR'S, READY CRUST, FAMOUS AMOS, MURRAY, and PLANTATION.
Keebler is also a leading manufacturer for both the private label and
foodservice markets. Through its Little Brownie Baker subsidiary, Keebler is
also a leading licensed supplier of Girl Scout Cookies. Keebler Foods Company is
headquartered in Elmhurst, Illinois. For additional information, please visit
the Keebler Web site at WWW.KEEBLER.COM.
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 that 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.
-5-
