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) June 24, 1999
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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.)
100 Stony Point Road, Suite 200, Santa Rosa, California 95401
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(Address of Principal Executive Offices) (Zip Code)
(707) 534-4000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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Item 5: Other Events.
On June 21, 1999, Registrant entered into a contract with Tree Top, Inc.
pursuant to which Registrant will sell substantially all of the assets of
Registrant relating to its product lines of processed apple products and
products containing processed apple products. The sale is subject to shareholder
approval. The assets to be sold include specified equipment, related trade
secrets and information, certain trademarks, and goodwill related to those
product lines for a purchase price of $12 million in cash, plus inventory
remaining unsold as of September 30, 1999, up to an additional $2.75 million
dollars. Assets not being sold include certain other processed apple product
lines, the Company's vacuum-dried apple product line, its food storage business,
and its Made In Nature line of organic natural foods and chilled juices.
Item 7: Exhibits
7.1 Press release issued June 24, 1999 in connection with the transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VACU-DRY COMANY
Date: June 24, 1999 By: /s/_____________________________
Gary L. Hess
Its: President & Chief Executive Officer
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EXHIBIT 7.1
NEWS RELEASE
Contact: Gary L. Hess, President - 707/535-4000
Bill Burgess, Vice President - 707/535-4000
SANTA ROSA, CALIFORNIA VACU-DRY COMPANY
(NASDAQ: VDRY) announced today that it has entered into a definitive agreement
to sell the bulk of its apple-based industrial ingredients product line to Tree
Top, Inc., of Selah, Washington. The agreement, which excludes inventory and
real estate, calls for a purchase price of $12 million in cash and is subject to
approval by Vacu-dry's shareholders.
The sale is an important element in Vacu-dry's strategic plan to transform
itself from an industrial ingredients supplier to a major participant in the
retail natural foods industry. It builds on last year's acquisition of Made In
Nature, a leading brand of organic fruit and vegetable products.
Gary Hess, CEO of Vacu-dry, stated that "The sale of this product line is a bold
move to increase shareholder value by exiting a business with low returns and
high capital requirements. It will provide significant financial resources to
support the repositioning of our company as a participant in the high
value-added natural foods industry."
The transaction will result in the closing of Vacu-dry's apple processing plant
located on Gravenstein Highway North in Sonoma County, Sebastopol, California.
