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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) June 10, 1999.
Broughton Foods Company
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(Exact name of registrant as specified in its charter)
Ohio 0-23429 31-4135-025
(State or other juris- (Commission File No.) (IRS Employer Identi-
diction of corporation) fication No.)
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 June 10, 1999, Broughton Foods Company ("Broughton"), an Ohio
corporation, announced that at a special shareholders meeting held June 10,
1999, its shareholders voted to approve and adopt the Agreement and Plan of
Merger dated as of September 10, 1998, among Suiza Foods Corporation, Broughton
and a wholly owned subsidiary of Suiza, as amended by Amendment No. 2 to
Agreement and Plan of Merger dated as of April 28, 1999 (the "Amended Merger
Agreement"). With approximately 79% of all outstanding Broughton shares voting,
the merger was approved by over 99% of those shares voting.
The Amended Merger Agreement provides that Broughton will be merged
with the Suiza subsidiary in exchange for receipt of $16.50 cash per Broughton
share to Broughton shareholders, other than 5 Broughton directors and certain
of their related interests who are parties to a separate Stock Purchase
Agreement with Suiza.
The related Stock Purchase Agreement dated as of January 18, 1999
between Suiza, Broughton and 5 Broughton directors and certain of their related
interests, amended as of April 28, 1999, provides that the price at which these
shareholders will sell 2,000,000 shares to Suiza at completion of the merger is
$11.25 per share, plus the contingent right to receive $1.25 per share if
certain conditions are satisfied.
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Suiza and Broughton have scheduled a closing of the transaction for June
22, 1999, contingent upon satisfaction of certain customary conditions contained
in the Amended Merger Agreement.
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: June 10, 1999 Todd R. Fry, Chief Financial Officer
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