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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 ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 13, 1998
INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13537 13-3377132
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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)
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ITEM 5. OTHER EVENTS
On March 10, 1998, International Home Foods, Inc., a Delaware
corporation (the "Company"), IHF/GM Holding Corporation, a Delaware corporation
and wholly owned subsidiary of the Company ("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 (the
"Merger Agreement").
Pursuant to the Merger Agreement, IHF/GM Acquisition commenced a tender
offer (the "Offer") for all of the outstanding shares of common stock, par value
$0.10 per share ("Common Stock"), of Grist Mill in consideration of $14.50 per
share. At midnight, New York City time, on March 13, 1998, the Offer expired. A
total of 6,198,840 shares of Grist Mill Common Stock were tendered pursuant to
the Offer, all of which were accepted for payment by IHF/GM Acquisition.
Also pursuant to the Merger Agreement, following acceptance for payment
of shares of Grist Mill Common Stock tendered pursuant to the Offer, IHF/GM
Acquisition was merged (the "Merger") with and into Grist Mill. The Merger was
effected by the filing of a Certificate of Ownership and Merger with the office
of the Secretary of State of the State of Delaware on April 17, 1998. As a
result of the Merger, Grist Mill became an indirect wholly-owned subsidiary of
the Company and all remaining shares of Grist Mill Common Stock (other than
those held by IHF/GM Acquisition) were converted into the right to receive the
same $14.50 per share in cash paid pursuant to the Offer. Immediately prior to
the effective time of the Merger, IHF/GM Acquisition owned more than 90% of the
outstanding shares of Grist Mill Common Stock. Accordingly, under applicable
law, no action was required by the stockholders of Grist Mill for the Merger to
become effective.
The Company financed the acquisition of Grist Mill with borrowings
under its existing revolving credit facility with Chase Manhattan Bank.
Grist Mill is a manufacturer of private label cereal bars and fruit
snack products headquartered in Lakeville, Minnesota. Grist Mill operates
manufacturing plants in Lakeville, Minnesota and Danville, Illinois. The Company
intends to maintain the plant and equipment acquired for the processing food
products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is filed herewith in accordance
with Item 601 of Regulation S-K:
Exhibit No. Description
2.1 Agreement and Plan of Merger dated March 10,
1998 by and among the Company, IHF/GM Holding,
IHF/GM Acquisition and Grist Mill (incorporated
by refernce to exhibit (c)(1) to the Company's
Schedule 14D-1 dated March 17, 1998 filed with
respect to the Grist Mill Common Stock).
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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.
INTERNATIONAL HOME FOODS, INC.
(Registrant)
Date: April 20, 1998 /s/ N. Michael Dion
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N. Michael Dion
Chief Financial Officer
