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): December 6, 1999
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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)
000-21531 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
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On December 6, 1999, United Natural Foods, Inc. announced in a press
release (1) the election of Michael S. Funk as Chief Executive Officer, (2) the
election of Richard S. Youngman as President, (3) the election of Kevin T.
Michel as Vice President and Chief Financial Officer, (4) the election of Thomas
B. Simone as Chairman of the Board of Directors and (5) the resignation of
Norman A. Cloutier as Chief Executive Officer and Chairman of the Board of
Directors. The complete text of this press release is included in this form 8-K
as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index attached hereto.
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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.
Date: December 8, 1999 UNITED NATURAL FOODS, INC.
By: /s/ Kevin T. Michel
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Kevin T. Michel
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release dated December 6, 1999.
EXHIBIT 99
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FOR IMMEDIATE RELEASE
December 6, 1999
UNITED NATURAL FOODS, INC. ANNOUNCES MANAGEMENT RESTRUCTURING AND RESULTS FOR
FIRST QUARTER FISCAL 2000
Dayville, Connecticut - December 6, 1999. The Board of Directors of United
Natural Foods announced today that it has elected Michael S. Funk as Chief
Executive Officer and Thomas B. Simone as Chairman of the Board of Directors.
Norman A. Cloutier has previously served in those capacities.
United Natural Foods also announced that the Board of Directors has elected
Richard Youngman to serve as President of the Company and Kevin Michel to serve
as Vice President and Chief Financial Officer of the Company.
Each of these newly elected officers has had multiple years of experience at
United Natural Foods. Michael Funk has been Vice Chairman of the Board of United
Natural Foods since February 1996 and President since October 1996. Mr. Funk
also founded Mountain Peoples Warehouse Inc., now a wholly owned subsidiary of
the Company, in 1976 and has served as President of Mountain Peoples Warehouse
since that time.
Richard Youngman has served as Vice President of Business Development for the
Company since March 1999. Mr. Youngman served as President of United Natural
Foods' Eastern Region from October 1997 to March 1999 and has been a member of
the Board of Directors since October 1997. Mr. Youngman served as President of
Stow Mills, Inc., now a wholly owned subsidiary of the Company, from 1979 until
October 1997.
Kevin Michel has served as interim Chief Financial Officer of the Company since
August 1999. From March 1998 to April 1999, Mr. Michel served as President of
United Natural Foods' Central Region. Mr. Michel served as Chief Financial
Officer of Mountain Peoples Warehouse from January 1995 until March 1998.
Thomas B. Simone has served on the Company's Board of Directors since October
1996. Mr. Simone has served as President and Chief Executive Officer of Simone &
Associates, a healthcare and natural products investment and consulting company,
since April 1994. Mr. Simone was President of McKesson Drug Company from
February 1991 until April 1994.
In addition, the Company's Board of Directors was recently strengthened by the
addition of Gordon D. Barker and Joseph M. Cianciolo. Mr. Barker was employed
for 30 years at PayLess Drug Stores (subsequently known as ThriftyPayLess Drug
Stores). While at PayLess, Mr. Barker rose from pharmacist, through several
levels of management and ultimately became its Chief Executive Officer and
President. Mr. Cianciolo was the Managing Partner of the Providence, Rhode
Island office of KPMG LLP from June 1990 until June 1999. Prior to his
appointment as Managing Partner, Mr. Cianciolo served as Engagement Partner for
manufacturing, distribution, health and beauty companies, restaurant chains and
manufacturers of electronic devices.
United Natural Foods also announced that Net Sales in the first quarter of
Fiscal 2000 increased 9.3% to $218.5 million from $199.9 million in the same
period in Fiscal 1999. Net income (loss) in the period decreased to ($1,018) or
($0.06) per share from $4,779 or $0.26 per share.
The company attributes these results to the continuing problems related to the
consolidation of the Eastern region systems and operations. The related problems
have resulted in lower sales, lower gross margins and higher operating expenses
than in prior quarters in the Eastern Region.
United Natural Foods, Inc. distributes over 26,000 products to more than 6,500
customers in 47 states. The Company serves a wide variety of retail formats
including conventional supermarket chains, natural product superstores and
independent retail operators.
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Financial Tables Follow
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.
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
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Thomas Simone Joseph Calabrese Lynn Sawyer-Landau
Chairman of the Board General Information Analyst Information
(860) 779-2800 (212) 661-8030 (212) 661-8030
This press release contains forward-looking statements, and such statements
involve a number of risks and uncertainties. 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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UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED
OCTOBER 31,
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(In thousands, except per share data) 1999 1998
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Net sales $ 218,455 $ 199,889
Cost of sales 178,003 157,275
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Gross profit 40,452 42,614
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Operating expenses 40,610 32,825
Amortization of intangibles 347 286
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Total operating expenses 40,957 33,111
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Operating income (505) 9,503
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Other expense (income):
Interest expense 1,267 1,516
Other, net (75) (176)
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Total other expense 1,192 1,340
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Income before income taxes (1,697) 8,163
Income taxes (679) 3,384
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Net income $ (1,018) $ 4,779
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Per share data (basic):
Net income $ (0.06) $ 0.26
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Weighted average basic shares of common stock 18,260 18,175
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Per share data (diluted):
Net income $ (0.06) $ 0.26
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Weighted average diluted shares of common stock 18,260 18,537
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