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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) September 10, 1998.
Broughton Foods Company
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Ohio 0-23429 31-4135-025
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(State or other juris- (Commission File No.) (IRS Employer Identi-
diction of corporation) fication No.)
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210 N. Seventh Street
P.O. Box 656
Marietta, Ohio 45750-0656
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (740) 373-4121
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Not Applicable
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(Former name or former address, if changes since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets
On September 11, 1998, Broughton Foods Company ("Broughton"), an Ohio
corporation, announced that it had executed an Agreement and Plan of Merger with
Suiza Foods Corporation ("Suiza") a Delaware corporation and Suiza Foods
Acquisition Corp. ("Merger Sub"), an Ohio corporation and wholly owned
subsidiary of Suiza dated September 10, 1998 (the "Agreement"), providing for
the merger of Broughton with Merger Sub, with each Broughton share being
exchanged for the sum of Nineteen Dollars ($19.00) cash. Consummation of the
merger is conditioned upon expiration or termination of applicable waiting
periods under the Hart-Scott- Rodino Antitrust Improvements Act of 1976,
approval of Broughton shareholders and satisfaction of other conditions
contained in the Agreement. Upon consummation of such merger, Broughton will
become a wholly-owned subsidiary of Suiza. On September 10, 1998, 5,774,335
shares of Broughton common stock were issued and outstanding.
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Item 7. Financial Statements and Exhibits
(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
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(Registrant)
/s/ Todd R. Fry
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Date: September 15, 1998 Todd R. Fry, Chief Financial Officer
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EXHIBIT INDEX
2.1 Press Release dated September 11, 1998 captioned "Broughton Foods
Signs Definitive Merger Agreement with Suiza Foods".
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EXHIBIT 2.1
FOR IMMEDIATE RELEASE
September 11, 1998
Broughton Foods Signs Definitive Merger Agreement
with Suiza Foods
Marietta, Ohio, September 11, 1998 --- Broughton Foods Company (NASDAQ:MILK)
today announced that it has signed a definitive agreement to merge with a wholly
owned subsidiary of Suiza Foods Corporation (NYSE:SZA) of Dallas, Texas. Under
the terms of the agreement each shareholder of Broughton will receive $19.00 per
share in cash.
Philip E. Cline, President and Chief Executive Officer of Broughton Foods
Company, said, "Suiza Foods Corporation will enable the Broughton family of
dairies to merge with the industry leader in the dairy business and bring our
family of dairies additional access to capital and new markets. Our vision was
to integrate family dairies and gain related efficiencies and synergies; Suiza
Foods offered us the opportunity to merge with an entity that has a similar
vision."
Marshall T. Reynolds, Chairman of the Board of Directors and largest single
shareholder of Broughton Foods Company, remarked that "We believe this
transaction is a positive for the shareholders of Broughton and for Broughton
Foods Company itself. Suiza is a dynamic and innovative leader in the dairy
business and we are excited about the future opportunities this merger will
bring."
Gregg L. Engles, Suiza's Chairman and Chief Executive Officer, commented: "The
acquisition of Broughton reflects a continuation of Suiza's on-going strategy of
growth through consolidating acquisitions in the dairy industry. This
transaction will be particularly attractive in the long run, as it not only
bolsters our position in several key markets, but extends our leadership in the
attractive value-added UHT creamer and cultured dairy product categories as
well. We expect to integrate Broughton into our existing regional clusters and
national UHT operations throughout 1999. We expect the transaction to be neutral
to 1999 earnings as we integrate our respective businesses, and accretive in the
year 2000 and thereafter."
The definitive merger agreement has been unanimously approved by the Board of
Directors of Broughton Foods Company and Suiza Foods Corporation. The proposed
transaction is subject to, among other
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conditions set forth in the agreement, approval by the shareholders of Broughton
Foods Company and successful completion of regulatory review under the
Hart-Scott-Rodino Act.
Broughton Foods Company is a leading manufacturer and distributor of fresh milk
and dairy products in Michigan, Ohio, West Virginia, Kentucky, Tennessee and
parts of the eastern United States. The Company operates through four divisions
- - the Dairy Division, Foods Division, Southern Belle Division and London's Farm
Dairy Division. The Dairy Division with its raw milk processing plant based in
Marietta, Ohio manufactures and distributes a full line of fresh milk and
related products and also distributes brand name dairy and non-dairy foods. The
Foods Division, with an ultra high temperature ("UHT") plant based in
Charleston, West Virginia processes a variety of extended life products,
including half-and-half, sour cream, dips, dressings, aerosol toppings, whipped
cream, coffee cream, table cream, non-dairy creamers and whipped toppings. The
Southern Belle Division with its raw milk processing plan in Somerset, Kentucky
manufactures and distributes a full line of fresh milk and other products and
also distributes dairy and non-dairy foods. The London's Farm Dairy Division,
with its raw milk processing plan in Port Huron, Michigan, manufactures and
distributes a full line of fresh milk and other products, while its Burton,
Michigan plant produces a variety of ice cream products.
Suiza Foods is a Dallas-based company with leading positions in the dairy and
consumer goods packaging industries. Its principal holdings are in fluid dairy
processing, refrigerated, shelf-stable and frozen dairy case products, and
consumer packaging goods.
Certain statements contained in this press release that are not historical fact
are "forward-looking" statements and involve important risks and uncertainties.
Such risks and uncertainties, which are detailed in the company's filings with
the Securities and Exchange Commission, could cause the company's results to
differ materially from the company's current expectations as expressed in this
press release.
Media contact:
Todd R. Fry
Chief Financial Officer
Office: (740) 373-4121 Ext. 816
Home: (740) 374-2364
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