<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) May 29, 1998.
Broughton Foods Company
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Ohio 0-23429 31-4135-025
- ----------------------- --------------------- ----------------------
(State or other juris- (Commission File No.) (IRS Employer Identi-
diction of corporation) fication No.)
</TABLE>
<TABLE>
<S> <C>
210 N. Seventh Street
P.O. Box 656
Marietta, Ohio 45750-0656
- ----------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (740) 373-4121
--------------------
</TABLE>
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changes since last report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
On May 29, 1998, Broughton Foods Company ("Broughton"), an Ohio
corporation, announced that it had consummated a Stock Purchase Agreement dated
May 12, 1998 with all the shareholders of LFD Holding Corp., a Delaware
corporation ("LFD"), pursuant to which Broughton purchased all the issued and
outstanding capital stock of LFD for a cash price of approximately Twenty
Million Dollars ($20,000,000). The purchase price was distributed as follows:
approximately Nine Million Seven Hundred Thousand Dollars ($9,700,000) to pay
third party debt owed by LFD and approximately Ten Million Two Hundred Thousand
Dollars ($10,200,000) to the shareholders of LFD. LFD owns 100% of the capital
stock of London's Farm Dairy, Inc., a Delaware corporation ("London's Farm") of
Port Huron, Michigan. Upon consummation of such purchase, LFD and London's
Farm became wholly-owned subsidiaries of Broughton and will continue operations
as such. Broughton utilized its existing line of credit to provide the cash
consideration required by the Stock Purchase Agreement.
London's Farm processes milk, orange juice and cultured products in a
Port Huron, Michigan facility, and produces ice cream at a Burton, Michigan
plant.
2
<PAGE> 3
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
(b) Pro forma financial information.
With respect to the information required by Items 7(a) and
(b), pursuant to Items 7(a)(4) and 7(b)(2) of Form 8-K, the registrant states
that it is impracticable to provide required financial statements or pro forma
financial statements for the acquired business at the time this report on Form
8-K is filed, but undertakes to file same not later than 60 days after this
report must be filed.
(c) Exhibits
The exhibits listed on the Exhibit Index on page 4 of this Form 8-K
are filed herewith.
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.
BROUGHTON FOODS COMPANY
------------------------------------
(Registrant)
/s/ Todd R. Fry
------------------------------------
Date: June 10, 1998 Todd R. Fry, Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
2.1 Amendment No. 1 dated as of May 30, 1998 to Stock Purchase Agreement
among LFD Holding Corp., Broughton Foods Company and the shareholders
of LFD Holding Corp., dated as of May 12, 1998.
4
<PAGE> 1
EXHIBIT 2.1
Amendment No. 1 to Stock Purchase Agreement
THIS AMENDMENT (this "Amendment") is dated as of May 30, 1998.
WHEREAS, the persons party hereto, together with the other
shareholders of LFD Holding Corp. (the "Company"), are parties to a Stock
Purchase Agreement dated as of May 12, 1998 (the "Agreement") (capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Agreement);
WHEREAS, the Agreement incorrectly described certain unvested shares
of capital stock held by Bela Szigethy and Alan Walther (the "Option Stock
Holders") as unvested options;
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements made herein, and of the mutual benefit derived hereby, the parties,
intending to be legally bound, agree as follows:
1. References in the Schedule of Sellers to "Unvested Options" shall be
amended to read "Unvested Common Stock". All shares of Unvested
Common Stock shall constitute "Shares" for purposes of the Agreement.
2. Purchaser and the Option Stock Holders agree that, notwithstanding
anything in the Agreement to the contrary, the purchase price for each
share of Unvested Common Stock shall be $0.01 (i.e., an aggregate
amount of $49.61 for the $4,961 shares of Unvested Common Stock held
by the Option Stock Holders).
3. Except as provided above, the Agreement shall remain in full force and
effect.
4. This Amendment may be executed in one or more counterparts.
* * * * *
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
<TABLE>
<S> <C>
BROUGHTON FOODS COMPANY
BY:/s/ Philip E. Cline
-------------------------------------
ITS: PRESIDENT
/s/ Bela Szigethy
----------------------------------------
Bela Szigethy
/s/ Alan Walther
----------------------------------------
Alan Walther
ACKNOWLEDGED AND AGREED TO
KEY EQUITY CAPITAL CORPORATION
BY:/s/ John F. Kirby
----------------------------------------------
ITS:
---------------------------------------------
LFD HOLDING CORP.
BY:/s/ John F. Kirby
----------------------------------------------
ITS:
---------------------------------------------
</TABLE>
