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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
September 27, 1999
AURORA FOODS INC.
(Exact Name of Registrant as Specified in Its Charter)
333-50681
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Commission File Number
DELAWARE 94-3303521
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
456 Montgomery Street, Suite 2200
San Francisco, CA 94104
(Address of Principal Executive Office, Including Zip Code)
(415) 982-3019
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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On September 27, 1999, Aurora Foods Inc., a Delaware corporation (the
"Company"), issued a press release announcing that the Company had entered into
a definitive agreement with The Eggo Company, a subsidiary of the Kellogg
Company, to acquire the assets of the Lender's Bagel business for $275 million.
A copy of the press release issued by the Company, dated September 27, 1999, is
attached as Exhibit 99 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit Number Exhibit
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99 Press release announcing the agreement to purchase the
Lender's Bagel business.
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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.
AURORA FOODS INC.
(Registrant)
By: /s/ M. Laurie Cummings
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M. Laurie Cummings
Chief Financial Officer and Secretary
Date: October 1, 1999
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EXHIBIT 99
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AURORA FOODS TO ACQUIRE LENDER'S BAGELS FROM KELLOGG COMPANY
LEADING BRAND OF BAGELS EXPECTED TO BE ACCRETIVE TO EARNINGS IN 2000
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SAN FRANCISCO, September 27, 1999 - Aurora Foods Inc. (NYSE: AOR), a
leading producer and marketer of premium branded foods, today announced that it
has entered into a definitive agreement with Kellogg's to acquire the assets of
the Lender's Bagel business for $275 million. The acquisition includes the
Lender's trademark and manufacturing facilities located in Mattoon, IL and West
Seneca, NY, but excludes Lender's facilities located in New Haven and West
Haven, Connecticut. Lender's reported sales of approximately $210 million in
calendar 1998. Aurora expects the acquisition to be accretive to earnings per
share in 2000.
"Lender's number one market share position, strong brand equity and
"orphan" status within the Kellogg's organization makes this an ideal
acquisition for Aurora", said Ian R. Wilson, Chairman and Chief Executive
Officer of Aurora Foods. "Lender's is well suited to Aurora's strategy of
acquiring and revitalizing undermarketed brands".
Mr. Wilson expects to grow Lender's sales through the introduction of new
products and packaging, increased strategic marketing support and dedicated
management focus. Aurora also expects to realize cost savings by consolidating
production in the Mattoon and West Seneca manufacturing facilities and by
absorbing the sales, marketing and administrative functions in the frozen foods
division of Aurora.
Strong Brand Equity
Founded in 1927, the Lender's brand is over 70 years old and is synonymous
with bagels. Lender's is the leading brand of scannable bagels (bagels sold
through the grocery store, excluding
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in-store bakery), with an overall 36% market share. In the frozen and
refrigerated segments, Lender's shares are at 77% and 69%, respectively.
Aurora Foods is one of the fastest growing producers and marketers of
premium branded frozen and dry grocery products. In 1998, sales were $947
million and earnings per share increased more than 40% from year-ago levels.
The Company has been able to achieve such strong results by sustaining the long-
term growth of its acquired brands with new product introductions, new
advertising campaigns, and increased consumer marketing and management focus.
Aurora Foods Inc. which is based in San Francisco, is a leading producer
and marketer of premium branded food products including Duncan Hines(R) baking
mixes, Log Cabin(R) and Mrs. Butterworth's(R) syrup, Van de Kamp's and Mrs.
Paul's frozen seafood, Aunt Jemima(R) frozen breakfast products, Celeste(R)
frozen pizza and the Chef's Choice(R) brand of skillet meals. Aurora's products
can be found in some of the fastest growing categories in the supermarket and
command either the No. 1 or No. 2 positions in their respective categories
and/or markets.
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Statements contained in this press release that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. All forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ from the
forward-looking statements contained in this release and that may affect the
Company's prospects in general are described in the Company's filing with the
Securities and Exchange Commission.
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