<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of Earliest Event Reported): March 10, 1998
INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-18859 13-3377322
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (973) 359-9920
Not Applicable
(Former name or address, if changed since last report)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
On March 10, 1998, International Home Foods, Inc., a Delaware
corporation ("IHF"), IHF/GM Holding Corporation, a Delaware
corporation and wholly owned subsidiary of IHF ("IHF/GM Holding"),
IHF/GM Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of IHF/GM Holding ("IHF/GM Acquisition"), and Grist
Mill Co., a Delaware corporation ("Grist Mill"), entered into an
Agreement and Plan of Merger and related agreements pursuant to
which IHF is to acquire (the "Acquisition") each outstanding share
of common stock, par value $0.10 per share, of Grist Mill in
consideration of $14.50 per share. Consummation of the Acquisition
is subject to certain conditions. A copy of the press release
relating to the Acquisition, dated March 11, 1998, issued jointly by
IHF and Grist Mill, is attached as exhibit 99 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
99 Joint press release of IHF and Grist Mill dated March
11, 1998, announcing the Acquisition.
<PAGE> 3
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.
INTERNATIONAL HOME FOODS, INC.
(REGISTRANT)
Date: March 13, 1998 /s/ N. Michael Dion
------------------------------------
N. Michael Dion
Chief Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99 Joint press release of IHF and Grist Mill dated March
11, 1998, announcing the Acquisition.
</TABLE>
<PAGE> 1
INTERNATIONAL HOME FOODS AGREES TO ACQUIRE GRIST MILL CO.,
A LEADING MANUFACTURER OF PRIVATE LABEL FOOD PRODUCTS,
IN TRANSACTION VALUED AT $105 MILLION
PARSIPPANY, N.J. and LAKEVILLE, Minn., Mar. 11, 1998 -- International Home
Foods, Inc. (NYSE: IHF), a leading branded food products company, and Grist
Mill Co. (Nasdaq: GRST), a leading U.S. manufacturer of private-label cereal
bars and fruit snack products, today announced that they have signed a
definitive agreement under which IHF will acquire Grist Mill in a transaction
valued at approximately $105 million.
Under the terms of the merger agreement, a subsidiary of IHF will commence a
cash tender offer for all of the outstanding shares of common stock of Grist
Mill, together with the associated stock purchase rights, for $14.50 per share
in cash. As soon as practicable following the completion of the tender offer,
IHF will consummate a second-step merger in which the remaining stockholders of
Grist Mill will also receive $14.50 per share in cash. Grist Mill currently
has 6,860,692 shares of common stock outstanding.
In connection with the execution of the merger agreement, IHF entered into a
stockholder agreement with a significant stockholder of Grist Mill who holds
outstanding shares and options exercisable for shares that in the aggregate
represent approximately 8.9% of the outstanding shares of Grist Mill common
stock. Prior to any termination of the merger agreement, the stockholder
agreement requires the stockholder to tender his shares into IHF's tender offer
and to vote his shares against any other third-party acquisition proposals.
IHF expects to commence its cash tender offer on or before March 17, 1998. The
cash tender offer and merger are subject to customary conditions, including the
tender of a majority of Grist Mill's fully diluted shares of common stock and
expiration of the applicable waiting period under the Hart-Scott-Rodino Act.
The tender offer will be made pursuant to definitive documents to be filed with
the Securities Exchange Commission.
Based in the Minneapolis suburb of Lakeville, Minn., Grist Mill is the leading
manufacturer and supplier of private-label cereal bars and fruit snacks, and
has a growing presence in the ready-to-eat cereal private-label category. For
the fiscal year ended May 31, 1997, Grist Mill reported net income of $2.8
million ($0.42 per share) on sales of $108.5 million. For the six-month period
ended November 30, 1997, the company reported net income of $2.7 million ($0.39
per share) on sales of $54.7 million.
1
<PAGE> 2
INTERNATIONAL HOME FOODS AGREES TO ACQUIRE GRIST MILL CO.,
A LEADING MANUFACTURER OF PRIVATE LABEL FOOD PRODUCTS,
IN TRANSACTION VALUED AT $105 MILLION
C. Dean Metropoulos, Chairman and Chief Executive Officer of International Home
Foods, said: "Grist Mill, under the capable leadership of CEO Glen Bolander,
has emerged as a leading manufacturer of high-quality, value-priced cereal
bars, fruit snacks and ready-to-eat cereals in the United States, and it will
provide the platform for IHF's private-label business expansion. Grist Mill
will benefit from IHF's broad distribution network, which includes traditional
supermarket chains, as well as alternative channels such as club stores and
mass merchants. In addition, we anticipate significant manufacturing and
distribution synergies between our two companies".
Glen Bolander, Grist Mill's CEO, said: "This is an exceptionally attractive
opportunity to maximize the value of Grist Mill for our shareholders and to
team up with IHF, which has rapidly emerged as one of the largest,
fastest-growing and most dynamic food companies in the U.S.. I look forward to
working with C. Dean Metropoulos and his management team to complete the
transaction and integrate our operations in a smooth, seamless manner."
Grist Mill is a manufacturer and distributor of store brand and value-priced
branded food products including ready-to-eat cereals, fruit snacks, granola
bars, fruit-filled cereal bars, crisp rice marshmallow bars and preformed pie
crusts.
International Home Foods, Inc. is a nationally prominent manufacturer,
distributor and marketer of food products. Its significant established brands
include Chef Boyardee(R) prepared foods, Bumble Bee(R) canned seafood, PAM(R)
cooking spray, Polaner(R) fruit spreads and spices, Gulden's(R) mustard, Crunch
'n Munch(R) glazed popcorn, Campfire(R) marshmallows and crisped rice bars,
Ro*tel(R) tomatoes with green chilies, Dennison's(R) chili, and Ranch Style(R)
and Luck's(R) beans.
2
<PAGE> 3
INTERNATIONAL HOME FOODS AGREES TO ACQUIRE GRIST MILL CO.,
A LEADING MANUFACTURER OF PRIVATE LABEL FOOD PRODUCTS,
IN TRANSACTION VALUED AT $105 MILLION
Information Concerning Forward-Looking Statements
Statements contained in this press release which are not historical facts are
forward-looking statements. Such forward-looking statements are necessary
estimates reflecting the best judgment of the party making such statements
based upon current information and involve a number of risks and uncertainties.
Forward-looking statements contained in this press release or in other public
statements of the parties should be considered in light of those factors.
There can be no assurance that such factors or other factors will not affect
the accuracy of such forward-looking statements.
# # #
Contacts: International Home Foods
Lynne Misericordia
IHF Treasurer
973-359-3195
or
Roy Winnick/Mark Semer
Kekst and Company
212-521-4842 or 4802
Grist Mill Co.
Ardie Thorson
Shareholder Relations
612-469-7405
or
Dan Kinsella
Vice President/CFO
612-469-4981
3
