SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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): August 7, 2000
AGRIBRANDS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Missouri
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(State or Other Jurisdiction of Incorporation)
1-13479
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(Commission File Number)
43-1794250
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(I.R.S. Employer Identification No.)
9811 South Forty Drive, St. Louis, Missouri 63124
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 812-0500
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Item 5. Other Events.
On August 7, 2000, Athens, Inc. ("Athens") and Rome, Inc. ("Rome")
entered into an Agreement and Plan of Reorganization (the "Agreement and Plan of
Reorganization"). Under the terms of the Reorganization Agreement, Athens and
Rome agreed to form a holding company (the "Holding Company") and each agreed to
merge with separate wholly owned subsidiaries of Holding Company (the
"Reorganization").
The Reorganization is subject to various conditions set forth in the
Reorganization Agreement, including, but not limited to, the adoption of the
Reorganization Agreement by the shareholders of Athens and Rome, certain
regulatory approval and other customary conditions. It is anticipated that the
Reorganization will close [in the first quarter of 2001].
Attached and incorporated herein by reference in their entirety as
Exhibits 2.1 and 99.1, respectively, are copies of the Agreement and Plan of
Reorganization and a joint press release of Athens and Rome announcing the
execution of the Agreement and Plan of Reorganization.
Item 7. Exhibits.
Exhibit No. Description of Exhibit
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2.1 Agreement and Plan of Reorganization, dated as of August 7,
2000, between Athens and Rome
99.1 Joint Press Release dated August 7, 2000, announcing the
execution of the Agreement and Plan of Reorganization
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.
Agribrands International, Inc.
(Registrant)
Date: August 7, 2000 By: /s/ David R. Wenzel
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David R. Wenzel
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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2.1 Agreement and Plan of Reorganization, dated as of August 7,
2000, between Athens and Rome
99.1 Joint Press Release dated August 7, 2000, announcing the
execution of the Agreement and Plan of Reorganization
