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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 (Date of Earliest Event Reported): June 23, 1997
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UNITED NATURAL FOODS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-1020859 05-0376157
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(Commission File Number) (I.R.S. Employer Identification No.)
260 Lake Road, Dayville, Connecticut 06241
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(Address of Principal Executive Offices) (Zip Code)
(860) 779-2800
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(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.
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On June 23, 1997, United Natural Foods, Inc. (the "Company") announced that
it has entered into an agreement with Stow Mills, Inc. ("Stow Mills") with
respect to a merger in which the two companies will be combined. The Company
will issue 5 million shares of Common Stock, representing a value of
approximately $91.25 million, based upon the Company's June 20, 1997 closing
stock price of $18.25 per share. The combination has been structured as a tax-
free transaction and is expected to be completed by September 1997, subject to
approval by shareholders and other conditions, including the termination of the
waiting period under the Hart-Scott-Rodino Improvements Act of 1976.
The Company serves more than 5,500 customers in 43 states and distributes
over 25,000 natural foods and products across the eastern, Rocky Mountain and
Plains regions and western United States. Stow Mills, based in Chesterfield,
New Hampshire, is a distributor of natural products in the Northeast, Mid-
Atlantic and Midwest regions of the United States. Together the two companies
will distribute natural foods and products in 46 states. The Company issued the
press release attached as Exhibit 99 hereto regarding the acquisition.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
(99) Press Release dated June 23, 1997.
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SIGNATURE
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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.
Date: July 9, 1997 United Natural Foods, Inc.
(Registrant)
/s/ Norman A. Cloutier
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By: Norman A. Cloutier
Chairman of the Board
and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number
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99 Press release dated June 23, 1997
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Exhibit 99
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FOR IMMEDIATE RELEASE
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Dayville, Connecticut - June 23, 1997 -- United Natural Foods, Inc (NASDAQ:
UNFI) and Stow Mills, Inc., two leading natural products distributors, jointly
announced today that they have entered into an agreement with respect to a
merger in which the two companies will be combined. The Boards of Directors of
each of United Natural Foods and Stow Mills approved the merger. On a combined
basis, the Company will distribute in 46 states, including the Mid-West.
United Natural Foods will issue 5.0 million shares of Common Stock in the
transaction, representing a transaction equity value of approximately $91.25
million, based upon United Natural Foods June 20, 1997 closing stock price of
$18.25 per share. The combination has been structured as a tax-free transaction
and is expected to be accounted for as a pooling of interests. The merger is
expected to be completed by September 1997, subject to approval by shareholders
of United Natural Foods and certain other conditions, including the termination
of the waiting period under the Hart-Scott-Rodino Improvements Act of 1976.
United Natural Foods is one of only two national distributors of natural foods
and related products in the United States. United Natural Foods currently
serves more than 5,500 customers in 43 states, predominantly in the eastern,
Rocky Mountain and Plains regions and western United States. United Natural
Foods distributes more than 25,000 high-quality, national, regional and private
label products spanning six categories including groceries and general
merchandise, nutritional supplements, bulk and food service products, personal
care items, perishables and frozen foods. For the twelve months ended April 30,
1997 United Natural Foods achieved record sales of $409 million.
Stow Mills, based in Chesterfield, New Hampshire, is a leading distributor of
natural products in the Northeastern, Mid-Atlantic and Mid-western regions of
the United States. Stow Mills distributes a line of over 12,000 natural
products including groceries, vitamins and nutritional supplements, refrigerated
foods, frozen foods, bulk foods and personal care items. For the fiscal year
ended December 31, 1997 Stow Mills achieved sales of $208 million. Stow Mills'
sales and operating income have increased in each of the last three fiscal
years.
Norman Cloutier, Chairman and Chief Executive Officer of United Natural Foods,
and Barclay McFadden and Richard Youngman, Chief Executive Officer and
President, respectively, of Stow Mills, expressed their commitment to and
enthusiasm for the combination of the two companies. Mr. Cloutier further
stated, "The combination of the two companies broadens United Natural Foods'
geographic base and market share by enabling United Natural Foods to expand its
Mid-West operations and to better penetrate the Northeastern and Mid-Atlantic
regions. In
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addition, the combined company will be able to provide an improved merchandise
mix, marketing and customer service programs and distribution logistics. The
merger with Stow Mills is a terrific complement to our organization and
consistent with our strategy of increasing sales to existing and new customers
within existing and new distribution territories. The geographic relationship as
well as the similarities in merchandise mix and customer base and the
experienced management team at Stow Mills make this combination a natural fit.
We believe that our combined strengths enhance value for our shareholders and
generate savings that will flow to our customers."
Mr. Cloutier also said, "The business combination is expected to be accretive to
the earnings of United Natural Foods within the first fiscal year of combined
operations, prior to the realization of any synergies. The transaction will
also enhance United Natural Foods' capital strength and better positions the
combined company for continuing future growth. I strongly believe the combined
business will be positioned to capture substantial financial benefits associated
with increased market share and geographic presence as well as the thoughtful
integration of marketing and customer service programs, distribution logistics,
purchasing strategies, systems integration and administrative functions."
As a result of the transaction, the operations of Stow Mills will be
consolidated into the operations of United Natural Foods. Mr. Cloutier will
continue as Chairman and Chief Executive Officer of United Natural Foods. Mr.
Youngman will continue to operate Stow Mills on a day-to-day basis and report
directly to Mr. Cloutier. Both Mr. Youngman and Mr. McFadden will be nominated
to serve as members of the Board of Directors of United Natural Foods.
FOR MORE INFORMATION ON UNITED NATURAL FOODS, INC., VIA FAX AT NO CHARGE,
PLEASE DIAL 1-800-PRO-INFO AND ENTER THE COMPANY'S TICKER SYMBOL UNFI.
FOR ADDITIONAL INFORMATION CONTACT:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Steven Townsend Laurie Berman Lynn Sawyer-Landau
Chief Financial Officer General Information Analyst Information
(860) 779-2800 (212) 661-8030 (212) 661-8030
This press release contains forward-looking statements. Actual results may
differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
materially differ from those in the forward-looking statements is contained in
the Company's SEC filings, including its periodic reports filed under the
Securities Exchange Act of 1934, as amended (copies of which are available upon
request from the Company's investor relations department).
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