SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 9, 1998
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VACU-DRY COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation)
01912 94-1069729
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(Commission File Number) (I.R.S. Employer Identification No.)
7765 Healdsburg Avenue, Sebastopol, California 95472
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(Address of Principal Executive Offices) (Zip Code)
(707) 829-4600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Repurchase of Common Stock
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On January 9 and 20, 1998 the Company completed the purchase of two
blocks of its Common Stock aggregating 139,100 shares, equal to approximately
8.5% of its outstanding Common Stock. The shares were purchased in two privately
negotiated transactions: 94,000 shares from Catherine C. Boothe, a beneficial
owner of approximately 10.3% of the Company's Common Stock, and 45,100 shares
from trusts for the benefit of Kenneth P. Gill (a director of the Company) or
members of his family. The purchase price in each transaction was $6.00 per
share. Payment was made by delivery of the Company's subordinated, interest-only
notes. The notes bear interest at 8-1/2% per annum and are due in full in five
years. Payment of principal and interest is subordinated to any of the Company's
indebtedness to banks and other financial institutions. The shares were
purchased for use in possible future acquisitions, for issuance pursuant to
employee stock option and stock purchase plans and for other corporate purposes.
While the Company may make additional purchases of its stock from time to time,
it does not contemplate making any purchases of such shares in the public
markets.
ITEM 7. Exhibits
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7.1 Press release issued in connection with the Company's share
repurchases.
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 hereunto duly authorized.
VACU-DRY COMPANY
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Date: January 22, 1998 By: /s/ Gary L. Hess
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Gary L. Hess
Its: President and Chief Executive Officer
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EXHIBIT 7.1
FOR IMMEDIATE RELEASE
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January 21, 1998
Contact: Gary L. Hess, President - 707/829-4600
VACU-DRY COMPANY REPURCHSES COMMON STOCK
SEBASTOPOL, CALIFORNIA...............................January 21, 1998 - Vacu-dry
Company (NASDAQ: VDRY)announced today that it has repurchased 139,100 shares of
its Common Stock in the month of January.
The shares were repurchased by the Company in two blocks, aggregating to
approximately 8.5% of its outstanding Common Stock. The repurchases were
effected in privately negotiated transactions.
The shares were purchased for use in possible future acquisitions, for issuance
pursuant to employee stock option and stock purchase plans and for other
corporate purposes. The Board of Directors believes that at current price levels
its Common Stock represents an attractive investment opportunity for the
Company. While the Company may make additional purchases of its stock from time
to time, it does not contemplate making any purchases of such shares in the
public markets.
Vacu-dry Company has been engaged in the production of low moisture fruits since
1933. The Company's products include low moisture and evaporated fruits, bulk
apple juice, apple juice concentrate, private label drink mixes and low moisture
food for the food storage market.
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