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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the quarterly period ended APril 3, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _____
Commission file numbers 333-50305 and 333-50305-01
_________
EAGLE FAMILY FOODS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3983598
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
EAGLE FAMILY FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3982757
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification number
220 WHITE PLAINS ROAD 10591
TARRYTOWN, NY (Zip Code)
(Address of principal executive office)
Registrants' telephone number, including area code: (914) 631-3100
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes [X] No [_]
As of May 14, 1999, there were 975,980 shares of Common Stock, par value $.01
per share, of Eagle Family Foods Holdings, Inc. and 10,000 shares of Common
Stock, par value $.01 per share, of Eagle Family Foods, Inc. outstanding,
respectively.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
----
<S> <C>
Eagle Family Foods, Inc.
Eagle Family Foods, Inc. Statements of Operations for the ninety-one and two hundred eighty day periods
ended April 3, 1999, the sixty-four day period ended March 28, 1998 and the twenty-three and two hundred 2
nine day periods ended January 23, 1998 (Predecessor)...................................................
Eagle Family Foods, Inc. Balance Sheets, as of April 3, 1999 and June 27, 1998........................... 3
Eagle Family Foods, Inc. Statements of Cash Flows for the two hundred eighty day period ended April 3, 1999,
the sixty-four day period ended March 28, 1998 and the two hundred nine day period ended January 23,
1998 (Predecessor)...................................................................................... 4
Eagle Family Foods Holdings, Inc.
Eagle Family Foods Holdings, Inc. Consolidated Statements of Operations for the ninety-one and two hundred
eighty day periods ended April 3, 1999, the sixty-four day period ended March 28, 1998 and the
twenty-three and two hundred nine day periods ended January 23, 1998 (Predecessor).......................... 5
Eagle Family Foods Holdings, Inc. Consolidated Balance Sheets, as of April 3, 1999 and June 27, 1998............ 6
Eagle Family Foods Holdings, Inc. Consolidated Statements of Cash Flows for the two hundred eighty day
period ended April 3, 1999, the sixty-four day period ended March 28, 1998 and the two hundred nine day 7
period ended January 23, 1998 (Predecessor).................................................................
Notes to the Financial Statements............................................................................... 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................. 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................................. 16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................................... 18
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EAGLE FAMILY FOODS, INC.
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINETY-ONE SIXTY-FOUR TWENTY-THREE TWO HUNDRED SIXTY-FOUR TWO HUNDRED
DAY PERIOD DAY PERIOD DAY PERIOD EIGHTY DAY DAY PERIOD NINE DAY
ENDED ENDED ENDED PERIOD ENDED ENDED PERIOD ENDED
APRIL 3, MARCH 28, JANUARY 23, APRIL 3, MARCH 28, JANUARY 23,
1999 1998 1998 1999 1998 1998
----------- ----------- ------------- ------------ ---------- ------------
(UNAUDITED) (UNAUDITED) (PREDECESSOR) (UNAUDITED) (UNAUDITED) (PREDECESSOR)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Net sales........................... $ 32,293 $ 24,177 $ 7,693 $ 187,069 $ 24,177 $ 161,562
Cost of goods sold.................. 14,641 18,881 5,154 86,003 18,881 75,794
----------- ----------- ------------- ------------ ---------- ------------
Gross profit........................ 17,652 5,296 2,539 101,066 5,296 85,768
Distribution expense................ 2,318 1,556 303 9,036 1,556 8,488
Marketing expense................... 13,153 5,122 2,095 49,644 5,122 39,539
General and administrative expense.. 3,312 1,584 767 9,434 1,584 5,984
Amortization of intangibles......... 4,231 4,736 243 18,460 4,736 1,706
In-process research and
development write-off.............. - 23,900 - - 23,900 -
----------- ----------- ------------- ------------ ---------- ------------
Operating income (loss)............. (5,362) (31,602) (869) 14,492 (31,602) 30,051
Interest expense net................ 6,550 4,672 - 20,769 4,672 -
----------- ----------- ------------- ------------ ---------- ------------
Income (loss) before income taxes... (11,912) (36,274) (869) (6,277) (36,274) 30,051
Income tax expense (benefit)........ (4,172) (12,697) (287) (2,205) (12,697) 12,069
----------- ----------- ------------- ------------ ---------- ------------
Net income (loss)................... $ (7,740) $ (23,577) $ (582) $ (4,072) $ (23,577) $ 17,982
=========== =========== ============= ============ ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
EAGLE FAMILY FOODS, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
APRIL 3, JUNE 27,
1999 1998
-------------- --------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents.............................................................. $ 752 $ 1,812
Accounts receivable, net............................................................... 13,984 12,368
Inventories (Note 3).................................................................. 29,204 32,001
Other current assets................................................................... 4,019 261
-------------- --------------
Total Current Assets................................................................ 47,959 46,442
Property and Equipment, Net (Note 4)..................................................... 32,626 24,791
Notes Receivable from Related Parties (Note 7)........................................... 625 825
Intangibles, Net (Note 5)................................................................ 285,665 303,950
Deferred Income Taxes.................................................................... 16,516 14,246
Other Noncurrent Assets.................................................................. 8,286 8,986
-------------- --------------
Total Assets............................................................................. $ 391,677 $ 399,240
============== ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current portion of long-term debt (Note 6)............................................. $ 1,000 $ 1,250
Accounts payable....................................................................... 14,224 9,665
Other accrued liabilities.............................................................. 7,412 8,122
Accrued interest....................................................................... 2,390 7,209
-------------- --------------
Total Current Liabilities................................................................ 25,026 26,246
Long-Term Debt (Note 6).................................................................. 314,750 317,000
Commitments and Contingencies
Stockholder's Equity:
Common stock, $0.01 par value, 250,000 shares authorized, 10,000 shares
issued and outstanding.............................................................. 1 1
Additional paid-in capital............................................................. 82,500 82,500
Accumulated deficit.................................................................... (30,516) (26,444)
Accumulated translation adjustment..................................................... (84) (63)
-------------- --------------
Total Stockholder's Equity.......................................................... 51,901 55,994
-------------- --------------
Total Liabilities and Stockholder's Equity............................................... $ 391,677 $ 399,240
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
EAGLE FAMILY FOODS, INC.
STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
TWO HUNDRED SIXTY-FOUR TWO HUNDRED
EIGHTY DAY DAY PERIOD NINE DAY
PERIOD ENDED ENDED PERIOD ENDED
APRIL 3, MARCH 28, JANUARY 23,
1999 1998 1998
------------ ------------ ------------
(PREDECESSOR)
<S> <C> <C> <C>
Cash Flows From (Used In) Operating Activities:
Net income (loss)........................................................... $ (4,072) $ (23,577) $ 17,982
Adjustments to reconcile net income (loss) to net cash from (used in)
operating activities........................................................
Depreciation and amortization............................................ 22,073 5,338 3,660
Gain on sale of fixed assets............................................. - - 312
In-process research and development write-off............................ - 23,900 -
Deferred taxes........................................................... (2,270) (12,697) -
Net change in current assets and liabilities
Accounts receivable.................................................... (1,616) (12,230) 4,466
Inventories............................................................ 2,797 (986) 24,939
Accounts payable....................................................... 4,559 13,190 (2,602)
Other assets........................................................... (3,758) (158) (77)
Other liabilities...................................................... (5,600) 5,400 2,347
------------ ------------ ------------
Cash from (used in) operating activities.................................... 12,113 (1,820) 51,027
Cash Used In Investing Activities:
Capital expenditures........................................................ (10,708) (17) (1,876)
Acquisition costs........................................................... (165) (1,683) -
------------ ------------ ------------
Cash used in investing activities........................................... (10,873) (1,700) (1,876)
Cash From (Used In) Financing Activities:
Proceeds from long term debt................................................ - 10,000 -
Proceeds from repayment of notes receivable................................. 200 - -
Net decrease in revolving credit............................................ (1,750) - -
Payment of long term debt................................................... (750) -
Net decrease in intercompany investment..................................... - - (49,131)
------------ ------------ ------------
Cash from (used in) financing activities.................................... (2,300) 10,000 (49,131)
Increase (decrease) in cash and cash equivalents.............................. (1,060) 6,480 20
Cash and cash equivalents at beginning of period.............................. 1,812 3,798 4
------------ ------------ ------------
Cash and cash equivalents at end of period.................................... $ 752 $ 10,278 $ 24
============ ============ ============
Supplemental Disclosure
Interest paid............................................................... $ 25,004 $ 39 $ -
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
EAGLE FAMILY FOODS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINETY-ONE SIXTY-FOUR TWENTY-THREE TWO HUNDRED SIXTY-FOUR TWO HUNDRED
DAY PERIOD DAY PERIOD DAY PERIOD EIGHTY DAY DAY PERIOD NINE DAY
ENDED ENDED ENDED PERIOD ENDED ENDED PERIOD ENDED
APRIL 3, MARCH 28, JANUARY 23, APRIL 3, MARCH 28, JANUARY 23,
1999 1998 1998 1999 1998 1998
----------- ----------- ------------- ----------- ----------- -------------
(UNAUDITED) (UNAUDITED) (PREDECESSOR) (UNAUDITED) (UNAUDITED) (PREDECESSOR)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Net sales........................... $ 32,293 $ 24,177 $ 7,693 $ 187,069 $ 24,177 $ 161,562
Cost of goods sold.................. 14,641 18,881 5,154 86,003 18,881 75,794
----------- ----------- ------------- ----------- ----------- -------------
Gross profit........................ 17,652 5,296 2,539 101,066 5,296 85,768
Distribution expense................ 2,318 1,556 303 9,036 1,556 8,488
Marketing expense................... 13,153 5,122 2,095 49,644 5,122 39,539
General and administrative expense.. 3,320 1,589 767 9,457 1,589 5,984
Amortization of intangibles......... 4,231 4,736 243 18,460 4,736 1,706
In-process research and
development write-off.............. - 23,900 - - 23,900 -
----------- ---------- ------------- ----------- ----------- -------------
Operating income (loss)............. (5,370) (31,607) (869) 14,469 (31,607) 30,051
Interest expense net................ 6,550 4,672 - 20,769 4,672 -
----------- ---------- ------------- ----------- ----------- -------------
Income (loss) before income taxes... (11,920) (36,279) (869) (6,300) (36,279) 30,051
Income tax expense (benefit)........ (4,172) (12,697) (287) (2,205) (12,697) 12,069
----------- ---------- ------------- ----------- ----------- -------------
Net income (loss)................... $ (7,748) $ (23,582) $ (582) $ (4,095) $ (23,582) $ 17,982
=========== ========== ============= =========== =========== =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
EAGLE FAMILY FOODS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
APRIL 3, JUNE 27,
1999 1998
----------- ----------
ASSETS (UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents.............................................................. $ 752 $ 1,812
Accounts receivable, net............................................................... 13,984 12,368
Inventories (Note 3)................................................................... 29,204 32,001
Other current assets................................................................... 4,019 261
----------- ----------
Total Current Assets................................................................ 47,959 46,442
Property and Equipment, Net (Note 4)..................................................... 32,626 24,791
Intangibles, Net (Note 5)................................................................ 285,665 303,950
Deferred Income Taxes.................................................................... 16,516 14,246
Other Noncurrent Assets.................................................................. 8,286 8,986
----------- ----------
Total Assets............................................................................. $ 391,052 $ 398,415
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current portion of long-term debt (Note 6)............................................. $ 1,000 $ 1,250
Accounts payable....................................................................... 14,226 9,666
Other accrued liabilities.............................................................. 7,412 8,122
Accrued interest....................................................................... 2,390 7,209
----------- ----------
Total Current Liabilities........................................................... 25,028 26,247
----------- ----------
Long-Term Debt (Note 6).................................................................. 314,750 317,000
Commitments and Contingencies
Redeemable Preferred Stock:
Series A preferred stock, $100 stated value, 1,000,000 shares authorized,
816,750 shares issued and outstanding, at redemption value........................... 91,787 85,144
Subscription receivable (Note 7)....................................................... (619) (817)
----------- ----------
91,168 84,327
----------- ----------
Stockholders' Deficit:
Common stock $0.01 par value, 1,200,000 shares authorized, 975,980
shares issued and outstanding........................................................ 10 10
Additional paid-in capital............................................................. 966 962
Unearned compensation.................................................................. (117) (135)
Accumulated deficit.................................................................... (40,663) (29,925)
Subscription receivable (Note 7)....................................................... (6) (8)
Accumulated translation adjustment..................................................... (84) (63)
----------- ----------
Total Stockholders' Deficit......................................................... (39,894) (29,159)
----------- ----------
Total Liabilities and Stockholders' Deficit.............................................. $ 391,052 $ 398,415
=========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
EAGLE FAMILY FOODS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
TWO HUNDRED SIXTY-FOUR TWO HUNDRED
EIGHTY DAY DAY PERIOD NINE DAY
PERIOD ENDED ENDED PERIOD ENDED
APRIL 3, MARCH 28, JANUARY 23,
1999 1998 1998
------------ ---------- ------------
(PREDECESSOR)
<S> <C> <C> <C>
Cash Flows From (Used In) Operating Activities:
Net income (loss).................................................................. $ (4,095) $ (23,582) $ 17,982
Adjustments to reconcile net income (loss) to net cash from (used in) operating
activities........................................................................
Depreciation and amortization................................................... 22,095 5,343 3,660
Gain on sale of fixed assets.................................................... - - 312
In-process research and development write-off................................... - 23,900 -
Deferred taxes.................................................................. (2,270) (12,697) -
Net change in current assets and liabilities
Accounts receivable........................................................... (1,616) (12,230) 4,466
Inventories................................................................... 2,797 (986) 24,939
Accounts payable.............................................................. 4,560 13,190 (2,602)
Other assets.................................................................. (3,758) (158) (77)
Other liabilities............................................................. (5,600) 5,400 2,347
------------ ---------- ------------
Cash from (used in) operating activities........................................... 12,113 (1,820) 51,027
Cash Used In Investing Activities:
Capital expenditures............................................................... (10,708) (17) (1,876)
Acquisition costs.................................................................. (165) (1,683) -
------------ ---------- ------------
Cash used in investing activities.................................................. (10,873) (1,700) (1,876)
Cash From (Used In) Financing Activities:
Proceeds from long term debt....................................................... - 10,000 -
Proceeds from repayment of subscription receivable................................. 200 - -
Net decrease in revolving credit................................................... (1,750) - -
Payment of long term debt.......................................................... (750) - -
Net decrease in intercompany investment............................................ - - (49,131)
------------ ---------- ------------
Cash from (used in) financing activities........................................... (2,300) 10,000 (49,131)
Increase (decrease) in cash and cash equivalents..................................... (1,060) 6,480 20
Cash and cash equivalents at beginning of period..................................... 1,812 3,798 4
------------ ---------- ------------
Cash and cash equivalents at end of period........................................... $ 752 $ 10,278 $ 24
============ ========== ============
Supplemental Disclosure
Interest paid...................................................................... $ 25,004 $ 39 $ -
============ ========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
EAGLE FAMILY FOODS, INC.
EAGLE FAMILY FOODS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying financial statements as of April 3, 1999, June 27, 1998
and for the ninety-one and two hundred eighty day periods ended April 3, 1999
present the financial position, results of operations and cash flows of Eagle
Family Foods, Inc. ("EFFI" or the "Company") and the consolidated financial
position, results of operations and cash flows of Eagle Family Foods Holdings,
Inc. ("Holdings") and its wholly-owned subsidiary, EFFI. EFFI and Holdings are
collectively referred to as the "Company," unless the context indicates
otherwise. All significant intercompany balances and transactions have been
eliminated in consolidation. The accompanying financial statements for the
twenty-three and two hundred nine day periods ended January 23, 1998 present the
results of operations and cash flows for the business of the Eagle Brand,
ReaLemon, Cremora, None Such, Borden Egg Nog and Kava brands prior to its
acquisition by the Company from Borden Foods Corporation, BFC Investments, L.P.
and certain of their affiliates for an aggregate purchase price of $376.8
million in January 1998.
The financial statements as of April 3, 1999 and June 27, 1998 and for the
ninety-one and two hundred eighty day periods ended April 3, 1999 and the
twenty-three and two hundred nine day periods ended January 23, 1998 are
unaudited and are presented pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, these financial statements
should be read in conjunction with the financial statements and notes thereto
contained in the Annual Report on Form 10-K of Holdings and EFFI for the year
ended June 27, 1998. In the opinion of management, the accompanying financial
statements reflect all adjustments (which are of a normal recurring nature)
necessary to present fairly the financial position and results of operations and
cash flows for the interim periods, but are not necessarily indicative of the
results of operations for a full fiscal year.
2. STATEMENT OF COMPREHENSIVE INCOME:
A reconciliation of comprehensive income for the ninety-one and two hundred
eighty day periods ended April 3, 1999 consists of (in thousands):
<TABLE>
<CAPTION>
NINETY-ONE DAY PERIOD TWO HUNDRED EIGHTY DAY PERIOD
ENDED APRIL 3, 1999 ENDED APRIL 3, 1999
------------------------------ ------------------------------
EAGLE FAMILY EAGLE FAMILY
FOODS HOLDINGS, EAGLE FAMILY FOODS HOLDINGS, EAGLE FAMILY
INC. FOODS, INC. INC. FOODS, INC.
-------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Net income................................ $ (7,748) $ (7,740) $ (4,095) $ (4,072)
Foreign currency translation.............. 195 195 (21) (21)
-------------- ------------ -------------- ------------
Comprehensive Income.................... $ (7,553) $ (7,545) $ (4,116) $ (4,093)
============== ============ ============== ============
</TABLE>
As the effect of the other comprehensive income item was not material, a
separate statement of comprehensive income has not been presented.
8
<PAGE>
EAGLE FAMILY FOODS, INC.
EAGLE FAMILY FOODS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
3. INVENTORIES:
Inventories are stated at the lower of cost or market at April 3, 1999 and
at June 27, 1998 and consisted of the following (in thousands):
<TABLE>
<CAPTION>
APRIL 3, JUNE 27,
1999 1998
---------- ----------
<S> <C> <C>
Finished goods....................................................................... $ 23,931 $ 29,281
Raw material......................................................................... 5,273 2,720
---------- ----------
Total inventories................................................................ $ 29,204 $ 32,001
========== ==========
</TABLE>
4. PROPERTY AND EQUIPMENT:
Property and equipment is recorded at cost on April 3, 1999 and June 27,
1998, and consisted of the following (in thousands):
<TABLE>
<CAPTION>
APRIL 3, JUNE 27,
1999 1998
---------- ----------
<S> <C> <C>
Land................................................................................. $ 470 $ 470
Buildings and improvements........................................................... 6,306 6,185
Machinery and equipment.............................................................. 28,352 18,159
Construction in progress............................................................. 1,954 1,505
---------- ----------
Total property and equipment......................................................... 37,082 26,319
Accumulated depreciation............................................................. (4,456) (1,528)
---------- ----------
Net property and equipment........................................................... $ 32,626 $ 24,791
========== ==========
</TABLE>
5. INTANGIBLE ASSETS:
Intangible assets are amortized on a straight-line basis over their
estimated useful lives and consisted of the following (in thousands):
<TABLE>
<CAPTION>
APRIL 3, JUNE 27, ESTIMATED
1999 1998 USEFUL LIVES
---------- ---------- ------------
<S> <C> <C> <C>
Tradenames.............................................................. $ 141,000 $ 141,000 40 years
Goodwill................................................................ 136,664 136,505 40 years
Covenant not to compete................................................. 21,000 21,000 5 years
Master customer services agreement...................................... 17,300 17,300 1 year
---------- ----------
Total intangible assets................................................. 315,964 315,805
Accumulated amortization................................................ (30,299) (11,855)
---------- ----------
Net intangible assets................................................... $ 285,665 $ 303,950
========== ==========
</TABLE>
9
<PAGE>
EAGLE FAMILY FOODS, INC.
EAGLE FAMILY FOODS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
6. DEBT OBLIGATIONS:
Debt obligations consisted of the following (in thousands):
<TABLE>
<CAPTION>
APRIL 3, JUNE 27,
1999 1998
---------- ----------
<S> <C> <C>
7.875% term loan facility due December 31, 2005...................................... $ 173,750 $ 174,750
8.750% senior subordinated notes due January 15, 2008................................ 115,000 115,000
7.625% revolving credit facility due December 31, 2004............................... 27,000 28,500
8.750% revolving credit facility swingline loan due December 31, 2004................ - -
---------- ----------
Total debt obligations............................................................... 315,750 318,250
Less current portion of long-term debt............................................ (1,000) (1,250)
---------- ----------
Long-term debt obligations........................................................... $ 314,750 $ 317,000
========== ==========
</TABLE>
Senior Credit Facilities
EFFI received senior bank financing from a group of lenders in an aggregate
principal amount of up to $245.0 million (the "Senior Credit Facilities"). The
Senior Credit Facilities consist of (i) a $70.0 million seven-year revolving
credit facility including a $10.0 million swingline loan (the "Revolving Credit
Facility") and (ii) a $175.0 million eight-year term loan (the "Term Loan
Facility"). The Senior Credit Facilities are guaranteed by Holdings and all
future domestic subsidiaries of the Company.
The obligations of EFFI under the Senior Credit Facilities are
collateralized by (i) 100% of the capital stock of EFFI and each of its
subsidiaries and (ii) a first priority collateral interest in substantially all
assets and properties of EFFI and its future domestic subsidiaries. The fair
market value of the Senior Credit Facilities at April 3, 1999 approximates the
carrying value.
On April 22, 1998, the Company entered into interest rate swap agreements
in order to fix the interest rate on a portion of the Term Loan Facility. The
Term Loan Facility bears interest at LIBOR plus 2.250%. These swap agreements
commenced on July 23, 1998 and fixed the LIBOR rate at 5.955% on $75.0 million
and 5.905% on $25.0 million of the $175.0 million Term Loan Facility. These swap
agreements expire on December 29, 2000 and December 31, 2002, respectively. The
estimated cost to cancel the interest rate swap agreements at April 3, 1999 was
approximately $1.4 million based on current interest rates for similar
instruments.
Senior Subordinated Notes
EFFI issued $115.0 million of senior subordinated notes (the "Notes") and
received cash proceeds of approximately $112.0 million net of underwriting
discount. The Notes are due January 15, 2008 and bear interest of 8.75% per
annum payable on January 15 and July 15. The fair market value of the senior
subordinated notes was approximately $108.0 million at April 3, 1999.
Annual principal payments for the next five calendar years and thereafter
consist of the following (in thousands):
<TABLE>
<S> <C>
1999.......................................................................................................... $ 1,000
2000.......................................................................................................... 1,000
2001.......................................................................................................... 1,000
2002.......................................................................................................... 1,000
2003.......................................................................................................... 10,000
Thereafter.................................................................................................... 276,700
-------
$ 290,700
=======
</TABLE>
10
<PAGE>
EAGLE FAMILY FOODS, INC.
EAGLE FAMILY FOODS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
7. STOCK SUBSCRIPTION AGREEMENT
On January 23, 1998, GE Investment Private Placement Partners II, a
Limited Partnership, Warburg, Pincus Ventures, L.P., and several officers of
Holdings subscribed to purchase a combined 816,750 shares of preferred stock at
$100 per share and 825,000 shares of common stock at $1 per share. Full payment
for the stock was received from all but two of the officers, who subscribed to
purchase an aggregate of 13,117.5 shares of preferred stock and 13,250 shares of
common stock. Notes aggregating $825,000 were received from the two officers as
partial consideration for the subscription. These notes are collateralized by
the shares issued. They have a stated interest rate of prime (as defined) plus
.5%, with a maturity date of January 23, 2003. The notes have been assigned
between common and preferred stock in accordance with the management
subscription agreements. Accordingly, notes related to common stock have been
presented in the consolidated balance sheet as a reduction of Stockholders'
Equity while notes related to the preferred stock have been presented as a
reduction of redeemable preferred stock.
During the third quarter of fiscal 1999, one officer made a $200,000
principal payment in partial satisfaction of the above mentioned notes.
Accordingly, the common stock and the redeemable preferred stock have been
increased by the proportionate amount.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The discussion set forth below of the financial condition and results of
operations which includes the eighty-seven day period and two hundred seventy-
three day period ended March 28, 1998 and includes the twenty-three day period
ended January 23, 1998 and the two hundred nine day period ended January 23,
1998, respectively, related to the business of the Eagle Brand, ReaLemon,
Cremora, None Such, Borden Egg Nog and Kava brands (the "BBNA Business") prior
to its acquisition by the Company from Borden Foods Corporation, ("BFC") BFC
Investments, L.P. and certain of their affiliates for an aggregate purchase
price of $376.8 million in January 1998 (the "Acquisition").
The following discussion should be read in conjunction with the Financial
Statements of the Company and the notes thereto included elsewhere in this
Quarterly Report on Form 10-Q. Certain statements under this caption constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve known and unknown risks and
uncertainties. The Company's actual results, performance or achievements in the
future could differ significantly from the results, performance or achievements
discussed or implied in such forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, the
effect on financial performance of increased competition in the dry-grocery food
industry, potential future competition, competitive pricing for products,
general economic and business conditions, industry trends, raw material costs,
dependence on the Company's labor force, the success of new product innovations
and changes in, or the failure or inability to comply with, government rules and
regulations, including, without limitation, Food and Drug Administration and
environmental rules and regulations.
RESULTS OF OPERATIONS
Ninety-One Day Period Ended April 3, 1999 and Eighty-Seven Day Period Ended
March 28, 1998 (Unaudited)
The eighty-seven day period ended March 28, 1998 consists of the twenty-
three day period ended January 23, 1998 managed by the BBNA Business and the
sixty-four day period ended March 28, 1998 managed by EFFI.
Net Sales. The Company's net sales for the ninety-one day period ended
April 3, 1999 were $32.3 million as compared to $31.9 million for the eighty-
seven day period ended March 28, 1998, an increase of $0.4 million, or 1.3%.
The increase reflected $2.5 million in net sales resulting from the launch of
ReaLemonade and a $1.1 million net sales increase in ReaLemon lemon juice. These
increases were partially offset by $2.2 million in lower net sales of sweetened
condensed milk, primarily Eagle Brand, and $0.8 million in lower net sales of
Borden Egg Nog and None Such pie fillings during the period. These lower sales
of Eagle Brand, None Such and Borden Egg Nog were impacted by customers returns
of seasonally overstocked saleable goods during the ninety-one day period ended
April 3, 1999. Sales in the corresponding 1998 period were not similarly reduced
because, as part of the Acquisition agreement, the predecessor company agreed to
incur all seasonal returns thru March of 1998.
Cost of Goods Sold. Cost of goods sold was $14.6 million for the ninety-
one day period ended April 3, 1999 as compared to $24.0 million for the eighty-
seven day period ended March 28, 1998, a decrease of $9.4 million, or 39.2%.
Expressed as a percentage of net sales, cost of goods sold for the ninety-one
day period ended April 3, 1999 decreased to 45.2% from 75.2% for the eighty-
seven day period ended March 28, 1998. The decrease is primarily attributable
to recording a non-cash charge of $5.2 million of additional cost of sales
related to expensing of inventories stated at fair market value during the
eighty-seven day period ended March 28, 1998. In addition, cost of goods sold
in the ninety-one day period ending April 3, 1999, were positively impacted as a
result of lower raw material costs.
Distribution Expense. Distribution expense was $2.3 million for the
ninety-one day period ended April 3, 1999 as compared to $1.9 million for the
eighty-seven day period ended March 28, 1998, an increase of $0.4 million, or
21.1%. Expressed as a percentage of net sales, distribution expense for the
ninety-one day period ended April 3, 1999 increased to 7.1% from 6.0% for the
eighty-seven day period ended March 28, 1998. The increase is primarily driven
by the impact of costs associated with customer returns, as described above, and
additional distribution costs associated with the launch of ReaLemonade.
12
<PAGE>
Marketing Expense. Marketing expense was $13.2 million for the ninety-one
day period ended April 3, 1999 as compared to $7.2 million for the eighty-seven
day period ended March 28, 1998, an increase of $6.0 million. The increase is
primarily driven by $1.1 million in marketing expenses related to the launch of
ReaLemonade plus an increase of $4.4 million in continued advertising and
consumer support for Cremora Royale.
General and Administrative ("G&A") Expense. Total G&A expense was $3.3
million for the ninety-one day period ended April 3, 1999, as compared to $2.4
million for the eighty-seven day period ended March 28, 1998, an increase of
$0.9 million, or 37.5%. Expressed as a percentage of net sales, G&A expense for
the ninety-one day period ended April 3, 1999 increased to 10.2% from 7.5% for
the eighty-seven day period ended March 28, 1998. The Company's G&A expenses
for the ninety-one day period ended April 3, 1999 and the sixty-four day period
ended March 28, 1998 were based on actual costs compared to the BBNA Business
G&A expenses for the twenty-three day period ended January 23, 1998, which were
based on an allocation methodology. In addition, the Company's G&A expenses for
the ninety-one day period ended April 3, 1999 include costs associated with the
Company's PeopleSoft enterprise-wide system for business and accounting systems
launched in January, 1999.
Amortization of Intangibles. Amortization of intangibles was $4.2 million
for the ninety-one day period ended April 3, 1999, as compared to $5.0 million
for the eighty-seven day period ended March 28, 1998, a decrease of $0.8
million. The decrease is due to the expiration of the one year master customer
services agreement established as of the Acquisition.
Interest Expense. Interest expense net of interest income was $6.6 million
for the ninety-one day period ended April 3, 1999 as compared to interest
expense net of interest income of $4.7 million for the sixty-four day period
ended March 28, 1998. The Company's interest expense resulted from the new debt
structure established in connection with the Acquisition. There was no interest
expense in the twenty-three day period ended January 23, 1998.
On April 22, 1998, the Company entered into interest rate swap agreements
in order to fix the interest rate on a portion of the Term Loan Facility. The
Term Loan Facility bears interest at LIBOR plus 2.250% . These swap agreements
commenced on July 23, 1998 and fixed the LIBOR rate at 5.955% on $75.0 million
and 5.905% on $25.0 million of the $175.0 million Term Loan Facility. These swap
agreements expire on December 29, 2000 and December 31, 2002, respectively. The
estimated cost to cancel the interest rate swap agreements at April 3, 1999 was
approximately $1.4 million based on current interest rates for similar
instruments.
Income Taxes. The Company recorded an income tax benefit of $4.2 million
for the ninety-one day period ended April 3, 1999 as compared to a $12.7 million
income tax benefit for the sixty-four day period ended March 28, 1998 and an
income tax benefit of $0.3 million for the twenty-three day period ended January
23, 1998.
Two Hundred Eighty Day Period Ended April 3, 1999 and Two Hundred Seventy-
Three Day Period Ended March 28, 1998 (Unaudited)
The two hundred seventy-three day period ended March 28, 1998 consists of
the two hundred nine day period ended January 23, 1998 managed by the BBNA
Business and the sixty-four day period ended March 28, 1998 managed by EFFI.
Net Sales. The Company's net sales for the two hundred eighty day period
ended April 3, 1999 were $187.1 million as compared to $185.7 million for the
two hundred seventy-three day period ended March 28, 1998, an increase of $1.4
million, or 0.7%. The increase reflected $2.5 million in net sales resulting
from the launch of ReaLemonade, a $2.4 million increase in net sales of branded
non-dairy creamer resulting from the launch of Cremora Royale, a $0.8 million
net sales increase in ReaLemon lemon juice, a $0.7 million net sales increase in
sweetened condensed milk, primarily Eagle Brand, a $0.7 million increase in net
sales of bulk industrial non-dairy creamer, and a $0.5 million increase in net
sales of Borden Egg Nog. These increases were partially offset by $0.5 million
in lower net sales of None Such pie fillings resulting from customer returns, as
described above, and $5.7 million in lower net sales of private label non-dairy
creamer primarily due to the loss of two private label customers at the end of
calendar year 1997.
Cost of Goods Sold. Cost of goods sold was $86.0 million for the two
hundred eighty day period ended April 3, 1999 as compared to $94.7 million for
the two hundred seventy-three day period ended March 28, 1998, a decrease of
$8.7 million, or 9.2%. Expressed as a percentage of net sales, cost of goods
sold for the two hundred eighty day period ended April 3, 1999 decreased to
46.0% from 51.0% for the two hundred seventy-three day period ended March 28,
1998. The decrease in cost of goods sold is primarily attributable to recording
a non-cash charge of $5.2 million of additional cost of sales related to
expensing of inventories stated at fair market value during the sixty-four day
period ended March 28, 1998. In addition, cost of goods sold decreased as a
result of lower raw material costs.
13
<PAGE>
Distribution Expense. Distribution expense was $9.0 million for the two
hundred eighty day period ended April 3, 1999 as compared to $10.0 million for
the two hundred seventy-three day period ended March 28, 1998, a decrease of
$1.0 million, or 10.0%. Expressed as a percentage of net sales, distribution
expense for the two hundred eighty day period ended April 3, 1999 decreased to
4.8% from 5.4% for the two hundred seventy three day period ended March 28,
1998. The decrease is primarily driven by a change in the distribution network
for U.S foodservice sales and Canadian sales as the cost of distribution shifts
away from higher cost third-party warehouse distribution costs paid by the
Company to a more efficient lower cost distributor based system with the cost of
distribution included in distributor trade marketing expenses and net sales.
Marketing Expense. Marketing expense was $49.6 million for the two hundred
eighty day period ended April 3, 1999 as compared to $44.7 million for the two
hundred seventy-three day period ended March 28, 1998, an increase of $4.9
million. The increase is primarily driven by $1.1 million in marketing expenses
related to the launch of ReaLemonade plus an increase of $6.9 million in
advertising and consumer support for Cremora Royale. These increases in
advertising and consumer support are partially offset by $3.1 million in lower
selling and marketing administration costs.
General and Administrative Expense. Total G&A expense was $9.5 million for
the two hundred eighty day period ended April 3, 1999, as compared to $7.6
million for the two hundred seventy-three day period ended March 28, 1998, an
increase of $1.9 million, or 25.0%. Expressed as a percentage of net sales, G&A
expense for the two hundred eighty day period ended April 3, 1999 increased to
5.1% from 4.1% for the two hundred seventy-three day period ended March 28,
1998. The Company's G&A expenses for the two hundred eighty day period ended
April 3, 1999 and the sixty-four day period ended March 28, 1998 were based on
actual costs compared to the BBNA Business G&A expenses for the two hundred nine
day period ended January 23, 1998, which were based on an allocation
methodology. In addition, the Company's G&A expenses for the two hundred eighty
day period ended April 3, 1999 include costs associated with the start up of the
Company's PeopleSoft enterprise-wide system for business and accounting systems.
Amortization of Intangibles. Amortization of intangibles was $18.5 million
for the two hundred eighty day period ended April 3, 1999, as compared to $6.5
million for the two hundred seventy-three day period ended March 28, 1998, an
increase of $12.0 million. The increase is due to amortization of intangibles
attributable to the Acquisition.
Interest Expense. Interest expense net of interest income was $20.8
million for the two hundred eighty day period ended April 3, 1999 as compared to
interest expense net of interest income of $4.7 million for the sixty-four day
period ended March 28, 1998. The Company's interest expense resulted from the
new debt structure established in connection with the Acquisition. There was no
interest expense in the two hundred nine day period ended March 28, 1998.
On April 22, 1998, the Company entered into interest rate swap agreements
in order to fix the interest rate on a portion of the Term Loan Facility. The
Term Loan Facility bears interest at LIBOR plus 2.250% . These swap agreements
commenced on July 23, 1998 and fixed the LIBOR rate at 5.955% on $75.0 million
and 5.905% on $25.0 million of the $175.0 million Term Loan Facility. These swap
agreements expire on December 29, 2000 and December 31, 2002, respectively. The
estimated cost to cancel the interest rate swap agreements at April 3, 1999 was
approximately $1.4 million based on current interest rates for similar
instruments.
Income Taxes. The Company recorded an income tax benefit of $2.2 million
for the two hundred eighty day period ended April 3, 1999 as compared to a $12.7
million income tax benefit for the sixty-four day period ended March 28, 1998
and an income tax provision of $12.1 million for the two hundred nine day period
ended March 28, 1998.
Liquidity and Capital Resources
Interest payments on the Notes and interest and principal payments under
the Senior Credit Facilities represent significant cash requirements for the
Company. Borrowings under the Senior Credit Facilities bear interest at floating
rates and require interest payments on varying dates. However, on April 22, 1998
the Company entered into interest rate swap agreements in order to fix the
interest rate on $100.0 million of the Term Loan Facility. These swap agreements
commenced on July 23, 1998. Borrowings under the Senior Credit Facilities at
April 3, 1999 consisted of the $173.8 million Term Loan Facility maturing in
2005. In addition, the Senior Credit Facilities include the $70.0 million
Revolving Credit Facility maturing in 2004, of which $27.0 million was
outstanding at April 3, 1999. The Term Loan Facility amortizes $1.0 million in
each of the calendar years 1999 through 2002, and $10.0 million, $40.0 million
and $120.0 million in the years 2003, 2004 and 2005, respectively.
14
<PAGE>
The Company's remaining liquidity needs are for capital expenditures and
increases in working capital. The Company expects to spend a total of
approximately $14.0 million on capital projects in the fiscal year ending July
3, 1999 to fund management information systems initiatives, expenditures in
existing facilities and discretionary capital projects associated with new
products. As of April 3, 1999, the Company had spent approximately $10.7 million
of this amount. The Company's primary sources of liquidity will be cash flows
from operations and borrowings under the Revolving Credit Facility.
Net cash provided by operating activities for the two hundred eighty day
period ended April 3, 1999 was $12.1 million.
Net cash used in financing activities for the two hundred eighty day period
ended April 3, 1999 was $2.3 million. This consisted of $1.7 million in net
payments under the Revolving Credit Facility Facility and $0.8 million in
principal payments under the Term Loan Facility partially offset by $0.2 million
in proceeds from repayment of notes receivable (subscription receivable) for the
two hundred eighty day period.
Management believes that cash generated from operations and borrowings
under the Senior Credit Facilities will be sufficient to satisfy working capital
requirements and required capital expenditures. Further expansion of the
business through acquisitions may require the Company to incur additional
indebtedness.
SEASONALITY
The Company's net sales, net income and cash flows are affected by a
seasonal bias toward the fourth quarter of the calendar year due to increased
sales during the holiday season. Three of the Company's six major product lines
(Eagle Brand and the Company's other sweetened condensed milk products, Borden
Egg Nog and None Such) are consumed primarily during the November and December
holiday seasons. Currently and in recent years, approximately 45% of the
Company's sales have occurred in the last quarter of the calendar year.
RECENTLY ISSUED ACCOUNTING STATEMENTS
In April 1998, the Accounting Standards Executive Committee issued
Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 requires costs of start-up activities and organization
costs to be expensed as incurred. The Company expects to adopt this standard in
the quarter ending October 2, 1999. The Company is evaluating this standard and
has not yet determined the ultimate impact of this standard on future financial
statements.
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes accounting and reporting standards for derivative instruments and
hedging activities and requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The Company expects to adopt this standard in the
quarter ending October 2, 1999. The Company is evaluating this pronouncement and
has not yet determined the ultimate impact of this pronouncement on future
financial statements.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the particular year. Computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company's efforts to address the 2000 issues are divided into three
areas that include: (1) installing the PeopleSoft enterprise-wide system for
business and accounting systems; (2) systems that will not be replaced by the
enterprise-wide system, including non-information technology systems such as
plant process controls; and (3) external suppliers and customers. A discussion
of each area of activity follows.
Enterprise-wide system
----------------------
Historically, the Company has relied upon affiliates of Borden, Inc. for
its management information system requirements. On January 25, 1999, the
Company, in conjunction with outside consultants, implemented a comprehensive
new PeopleSoft enterprise-wide system that replaces the Borden, Inc. business
and accounting systems. The Company's version of the PeopleSoft enterprise-wide
system software release was developed and warranted by the vendor to be year
2000 compliant.
15
<PAGE>
Systems not replaced by the enterprise-wide system
--------------------------------------------------
For the systems not replaced by the PeopleSoft enterprise-wide
implementation, including plant process controls, other non-information
technology systems, brokerage reporting systems and telephone and communications
systems, the Company is preparing an assessment of vulnerability to the year
2000 issue . Implementation of any recommendations and contingency plan(s) and
final system testing are planned to be complete by July 31, 1999. The Company's
preliminary review did not identify any serious year 2000 issues. A budget of
$150,000 has been established for remediation costs in this area.
Suppliers and Customers
-----------------------
The Company is in the process of assessing and addressing the risks related
to third party suppliers and customers. Efforts related to suppliers and
customers, including the assessment of the year 2000 readiness of the Company's
customers and suppliers and development of contingency plans where appropriate,
are targeted for completion by June 30, 1999. Although the Company's systems do
not rely significantly on systems of other companies, the Company cannot provide
assurance that failure of third parties to address the year 2000 issue will not
have an adverse impact on business operations and results. The current estimate
for this assessment and the development of contingency plans is less than
$30,000.
The Company's preliminary review of third party suppliers and customers did
not identify any year 2000 issues that could not be managed using alternate
contingency processes. For example, purchase orders to suppliers could be sent
manually and customer orders could be received by facsimile.
Risk
----
Due to the general uncertainty inherent in the year 2000 problem, including
the uncertainty associated with suppliers and customers, the potential effect on
the financial results and the condition of the Company has not been measured.
The Company intends the year 2000 program to be completed on a timely basis so
as to significantly reduce the level of uncertainty and the impact on business
operations and financial results.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
This table presents descriptions of the financial instruments and
derivative instruments that are held by the Company at April 3, 1999 and which
are sensitive to changes in interest rates. In the ordinary course of business,
the Company enters into derivative financial instrument transactions in order to
manage or reduce market risk. Under interest rate swaps, the Company agrees with
other parties to exchange, at specified intervals, the difference between fixed-
rate and floating rate interest amounts calculated by reference to an agreed
notional principal amount. The Company does not enter into derivative financial
instrument transactions for speculative purposes.
For the liabilities, the table represents principal calendar year cash
flows that exist by maturity date and the related average interest rate. For the
interest rate derivatives, the table presents the notional amounts and expected
interest rates that exist by contractual dates; the notional amount is used to
calculate the contractual payments to be exchanged under the contract. The
variable rates are estimated based upon the six month forward LIBOR rate.
All amounts are reflected in U.S. Dollars (in thousands).
<TABLE>
FAIR
1999 2000 2001 2002 2003 THEREAFTER TOTAL VALUE
-------- -------- ------- ------- ------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Liabilities
Fixed rate......................... $115,000 $115,000 $108,092
Average interest rate.............. 8.750% 8.750%
Variable rate...................... $ 1,000 $ 1,000 $ 1,000 $ 1,000 $10,000 $186,750 $200,750 $200,750
Average interest rate.............. 7.310% 7.310% 7.310% 7.310% 7.310% 7.260% 7.263%
INTEREST-RATE DERIVATIVES
Variable to fixed:
Notional amount.................... $100,000 $100,000 $75,000 $75,000 $100,000 $ (1,420)
Average pay rate................... 5.943% 5.943% 5.955% 5.955% 5.948%
Average receive rate............... 5.000% 5.000% 5.000% 5.000% 5.000%
</TABLE>
16
<PAGE>
On April 22, 1998, the Company entered into interest rate swap agreements
in order to fix the interest rate on a portion of the Term Loan Facility. The
Term Loan Facility bears interest at LIBOR plus 2.25% . These swap agreements
commenced on July 23, 1998 and fixed the LIBOR rate at 5.955% on $75.0 million
and 5.905% on $25.0 million of the $175.0 million Term Loan Facility. These swap
agreements expire on December 29, 2000 and December 31, 2002, respectively and
have been reflected in the table above.
17
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
3.1 Amended By-Laws of Eagle Family Foods Holdings, Inc.
3.2 Amended By-Laws of Eagle Family Foods, Inc.
27.1 Financial Data Schedule of Eagle Family Foods Holdings, Inc.
27.2 Financial Data Schedule of Eagle Family Foods, Inc.
(B) REPORTS ON FORM 8-K
None
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
EAGLE FAMILY FOODS HOLDINGS, INC.
EAGLE FAMILY FOODS, INC.
By: /s/ John O'C Nugent
-------------------
John O'C Nugent
President and Chief Executive Officer
By: /s/ Craig A. Steinke
--------------------
Craig A. Steinke
Vice President and Chief Financial Officer
Date: May 14, 1999
19
<PAGE>
EXHIBIT INDEX
3.1 Amended By-Laws of Eagle Family Foods Holdings, Inc.
3.2 Amended By-Laws of Eagle Family Foods, Inc.
27.1 Financial Data Schedule of Eagle Family Foods Holdings, Inc.
27.2 Financial Data Schedule of Eagle Family Foods, Inc.
<PAGE>
Exhibit 3.1
EAGLE FAMILY FOODS HOLDINGS, INC.
Incorporated under the Laws
of the
State of Delaware
CERTIFICATE OF AMENDMENT OF BY-LAWS
-----------------------------------
EAGLE FAMILY FOODS HOLDINGS, INC. (the "Company") does hereby certify that,
pursuant to a resolution duly adopted by its stockholders at a meeting on
December 15, 1998, the By-Laws of the Company have been amended as follows:
Section 1 of Article VIII of the By-Laws is deleted and replaced in its
entirety as follows: "Fiscal Year: the fiscal year of the Corporation shall be
-----------
a 52 or 53 week period which ends on the Saturday which falls nearest to the
last day of June each calendar year."
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its duly authorized officer as of this 16th day of December 1998.
EAGLE FAMILY FOODS HOLDINGS, INC.
by /s/ Jonathan F. Rich
------------------------------------
Jonathan F. Rich, Secretary
<PAGE>
EAGLE FAMILY FOODS HOLDINGS, INC.
Incorporated Under the Laws of
the State of Delaware
BY-LAWS
-------
ARTICLE I
OFFICES.
The registered office of Eagle Family Foods Holdings, Inc. (the
"Corporation") in Delaware shall be at 1209 Orange Street in the City of
Wilmington, County of New Castle, in the State of Delaware, and The Corporation
Trust Company shall be the resident agent of this Corporation in charge thereof.
The Corporation may also have such other offices at such other places, within or
without the State of Delaware, as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS.
Section 1. Annual Meeting. The annual meeting of stockholders for the
--------------
election of directors and the transaction of any other business shall be held on
the first day of June each year, or as soon after such date as may be
practicable, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such
meeting. If said day be a legal holiday, said meeting shall be held on the next
succeeding business day. At the annual meeting any business may be transacted
and any corporate action may be taken, whether stated in the notice of meeting
or not, except as otherwise expressly provided by statute or the Certificate of
Incorporation.
Section 2. Special Meetings. Special meetings of the stockholders for any
----------------
purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the holders of
a majority of the outstanding shares of capital stock entitled to vote. Special
meetings shall be held at such place or places within or without the State of
Delaware as shall from time to time be designated by the Board of Directors and
stated in the notice of such meeting. At a special meeting no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.
Section 3. Notice of Meetings. Written notice of the time and place of
------------------
any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote
<PAGE>
thereat, by personal delivery or by mailing the same to him at his address as
the same appears upon the records of the Corporation at least ten (10) days but
not more than sixty (60) days before the day of the meeting. Notice of any
adjourned meeting need not be given except by announcement at the meeting so
adjourned, unless otherwise ordered in connection with such adjournment. Such
further notice, if any, shall be given as may be required by law.
Section 4. Quorum. Any number of stockholders, together holding at least
------
a majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws.
Section 5. Adjournment of Meetings. If less than a quorum shall attend
-----------------------
at the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.
Section 6. Voting List. The Secretary shall prepare and make, at least
-----------
ten days before every election of directors, a complete list of the stockholders
entitled to vote, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each stockholder. Such list shall be
open at the place where the election is to be held for said ten days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.
Section 7. Voting. Each stockholder entitled to vote at any meeting may
------
vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be
-2-
<PAGE>
determined by the affirmative vote of the majority of shares present in person
or by proxy and entitled to vote on the subject matter. Voting at meetings of
stockholders need not be by written ballot.
Section 8. Record Date of Stockholders. The Board of Directors is
---------------------------
authorized to fix in advance a date not exceeding sixty days nor less than ten
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining the consent of stockholders for any
purposes, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and, in such case, such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation, after such record date fixed as aforesaid.
Section 9. Action Without Meeting. Any action required or permitted to be
----------------------
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
Section 10. Conduct of Meetings. The Chairman of the Board of Directors or,
-------------------
in his absence the President or any Vice President designated by the Chairman of
the Board, shall preside at all regular or special meetings of stockholders. To
the
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<PAGE>
maximum extent permitted by law, such presiding person shall have the power to
set procedural rules, including but not limited to rules respecting the time
allotted to stockholders to speak, governing all aspects of the conduct of such
meetings.
ARTICLE III
DIRECTORS.
Section 1. Number and Qualifications: The board of directors shall
-------------------------
consist initially of nine (9) directors, and thereafter shall consist of such
number as may be fixed from time to time by resolution of the Board. The
directors need not be stockholders.
Section 2. Election of Directors: The directors shall be elected by the
---------------------
stockholders at the annual meeting of stockholders.
Section 3. Duration of Office: The directors chosen at any annual meeting
------------------
shall, except as hereinafter provided, hold office until the next annual
election and until their successors are elected and qualify.
Section 4. Removal and Resignation of Directors: Any director may be
------------------------------------
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of such director shall forthwith become vacant.
Any director may resign at any time. Such resignation shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective, unless so specified therein.
Section 5. Filling of Vacancies: Any vacancy among the directors,
--------------------
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided, however, that the
-------- -------
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided, further, that if the directors fail to
-------- -------
fill any such vacancy, the stockholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of
directors, the additional directors may be elected by the directors in office
before such increase.
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<PAGE>
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualifies.
Section 6. Regular Meetings: The Board of Directors shall hold an annual
----------------
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at such times as may
be determined from time to time by resolution of the Board of Directors.
Section 7. Special Meetings: Special meetings of the Board of Directors
----------------
may be called by the Chairman of the Board of Directors or by the President.
Section 8. Notice and Place of Meetings: Meetings of the Board of
----------------------------
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held. No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.
Section 9. Business Transacted at Meetings, etc.: Any business may be
-------------------------------------
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
Section 10. Quorum: A majority of the Board of Directors at any time in
------
office shall constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these By-Laws. The members of the Board
shall act only as the Board and the individual members thereof shall not have
any powers as such.
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<PAGE>
Section 11. Compensation: The directors shall not receive any stated
------------
salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor.
Section 12. Action Without a Meeting: Any action required or permitted
------------------------
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.
Section 13. Meetings Through Use of Communications Equipment: Members of
------------------------------------------------
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or
these By-Laws, have the power to participate in a meeting of the Board of
Directors, or any committee, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at the meeting.
ARTICLE IV
COMMITTEES.
Section 1. Executive Committee: The Board of Directors may, by resolution
-------------------
passed by a majority of the whole Board, designate two or more of their number
to constitute an Executive Committee to hold office at the pleasure of the
Board, which Committee shall, during the intervals between meetings of the Board
of Directors, have and exercise all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation, subject only to
such restrictions or limitations as the Board of Directors may from time to time
specify, or as limited by the Delaware Corporation Law, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.
Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.
Any person ceasing to be a director shall ipso facto cease to be a member
---- -----
of the Executive Committee.
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<PAGE>
Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.
Section 2. Other Committees: Other committees, whose members need not be
----------------
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
Section 3. Resignation: Any member of a committee may resign at any time.
-----------
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
Section 4. Quorum: A majority of the members of a committee shall
------
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such committee.
The members of a committee shall act only as a committee, and the individual
members thereof shall not have any powers as such.
Section 5. Record of Proceedings, etc.: Each committee shall keep a
---------------------------
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.
Section 6. Organization, Meetings, Notices, etc.: A committee may hold
-------------------------------------
its meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agree upon. Each committee may
make such rules as it may deem expedient for the regulation and carrying on of
its meetings and proceedings. Unless otherwise ordered by the Executive
Committee, any notice of a meeting of such committee may be given by the
Secretary of the Corporation or by the chairman of the committee and shall be
sufficiently given if mailed to each member at his residence or usual place of
business at least two days before the day on which the meeting is to be held, or
if sent to him at such place by telegraph or cable, or delivered personally or
by telephone not later than 24 hours before the time at which the meeting is to
be held.
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<PAGE>
Section 7. Compensation: The members of any committee shall be entitled
------------
to such compensation as may be allowed them by resolution of the Board of
Directors.
ARTICLE V
OFFICERS.
Section 1. Number: The officers of the Corporation shall be a President,
------
one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the Board
of Directors.
Section 2. Election, Term of Office and Qualifications: The officers,
-------------------------------------------
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. The Chairman of the Board of Directors, if any, and the President shall
be directors of the Corporation, and should any one of them cease to be a
director, he shall ipso facto cease to be such officer. Except as otherwise
---- -----
provided by law, any number of offices may be held by the same person.
Section 3. Other Officers: Other officers, including one or more
--------------
additional vice-presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have such powers and perform such duties as may be assigned to them by the
Board of Directors or the officer or committee appointing them.
Section 4. Removal of Officers: Any officer of the Corporation may be
-------------------
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.
Section 5. Resignation: Any officer of the Corporation may resign at
-----------
any time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.
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<PAGE>
Section 6. Filling of Vacancies: A vacancy in any office shall be filled
--------------------
by the Board of Directors or by the authority appointing the predecessor in such
office.
Section 7. Compensation: The compensation of the officers shall be fixed
------------
by the Board of Directors, or by any committee upon whom power in that regard
may be conferred by the Board of Directors.
Section 8. Chairman of the Board of Directors: The Chairman of the Board
----------------------------------
of Directors shall be a director and shall preside at all meetings of the Board
of Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors.
Section 9. President: The President shall, when present, preside at all
---------
meetings of the stockholders, and, in the absence of the Chairman of the Board
of Directors, at meetings of the Board of Directors. He shall have power to
call special meetings of the stockholders or of the Board of Directors or of the
Executive Committee at any time. He shall be the chief executive officer of the
Corporation, and shall have the general direction of the business, affairs and
property of the Corporation, and of its several officers, and shall have and
exercise all such powers and discharge such duties as usually pertain to the
office of President.
Section 10. Vice-Presidents: The Vice-Presidents, or any of them, shall,
---------------
subject to the direction of the Board of Directors, at the request of the
President or in his absence, or in case of his inability to perform his duties
from any cause, perform the duties of the President, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the President.
The Vice-Presidents shall also perform such other duties as may be assigned to
them by the Board of Directors, and the Board of Directors may determine the
order of priority among them.
Section 11. Secretary: The Secretary shall perform such duties as are
---------
incident to the office of Secretary, or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-laws.
Section 12. Treasurer: The Treasurer shall perform such duties and have
---------
powers as are usually incident to the office of Treasurer or which may be
assigned to him by the Board of Directors.
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<PAGE>
ARTICLE VI
CAPITAL STOCK.
Section 1. Issue of Certificates of Stock: Certificates of capital stock
------------------------------
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issue and shall be signed by the Chairman of
the Board of Directors, the President or one of the Vice-Presidents, and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and the seal of the Corporation or a facsimile thereof shall be impressed or
affixed or reproduced thereon, provided, however, that where such certificates
-------- -------
are signed by a transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of any
such Chairman of the Board of Directors, President, Vice-President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon have not ceased
to be such officer or officers of the Corporation.
Section 2. Registration and Transfer of Shares: The name of each person
-----------------------------------
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
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<PAGE>
Section 3. Lost, Destroyed and Mutilated Certificates: The holder of any
------------------------------------------
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. General Discretion of Directors: The Board of Directors shall
-------------------------------
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.
ARTICLE VIII
MISCELLANEOUS PROVISIONS.
Section 1. Fiscal Year: The fiscal year of the Corporation shall
-----------
commence on the first day of January and end on the last day of December.
Section 2. Corporate Seal: The corporate seal shall be in such form as
--------------
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
Section 3. Notices: Except as otherwise expressly provided, any notice
-------
required by these By-Laws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or by telegraphing or cabling the same
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<PAGE>
to such person at such addresses; and such notice shall be deemed to be given at
the time it is mailed, telegraphed or cabled.
Section 4. Waiver of Notice: Any stockholder or director may at any time,
----------------
by writing or by telegraph or by cable, waive any notice required to be given
under these By-Laws, and if any stockholder or director shall be present at any
meeting his presence shall constitute a waiver of such notice.
Section 5. Checks, Drafts, etc.: All checks, drafts or other orders for
--------------------
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.
Section 6. Deposits: All funds of the Corporation shall be deposited
--------
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.
Section 7. Voting Stock of Other Corporations: Except as otherwise
----------------------------------
ordered by the Board of Directors or the Executive Committee, the President or
the Treasurer shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting the President or the Treasurer or the holder of any such proxy, as
the case may be, shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
Section 8. Indemnification of Officers and Directors: The Corporation
-----------------------------------------
shall indemnify any and all of its directors or officers, including former
directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.
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<PAGE>
ARTICLE IX
AMENDMENTS.
The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these By-Laws, provided, however, that the stockholders shall have
-------- -------
power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors, and to enact by-laws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors. No change of the time
or place for the annual meeting of the stockholders for the election of
directors shall be made except in accordance with the laws of the State of
Delaware.
Dated as of December 22, 1997
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<PAGE>
EXHIBIT 3.2
EAGLE FAMILY FOODS, INC.
Incorporated under the Laws
of the
State of Delaware
CERTIFICATE OF AMENDMENT OF BY-LAWS
-----------------------------------
EAGLE FAMILY FOODS, INC. (the "Company") does hereby certify that, pursuant
to a resolution duly adopted by its stockholders at a meeting on December 15,
1998, the By-Laws of the Company have been amended as follows:
Section 1 of Article VIII of the By-Laws is deleted and replaced in its
entirety as follows: "Fiscal Year: the fiscal year of the Corporation shall be
-----------
a 52 or 53 week period which ends on the Saturday which falls nearest to the
last day of June each calendar year."
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its duly authorized officer as of this 16th day of December 1998.
EAGLE FAMILY FOODS, INC.
by /s/ Jonathan F. Rich
------------------------------
Jonathan F. Rich, Secretary
<PAGE>
EAGLE FAMILY FOODS, INC.
Incorporated Under the Laws of
the State of Delaware
BY-LAWS
-------
ARTICLE I
OFFICES.
The registered office of Eagle Family Foods, Inc. (the "Corporation") in
Delaware shall be at 1209 Orange Street in the City of Wilmington, County of New
Castle, in the State of Delaware, and The Corporation Trust Company shall be the
resident agent of this Corporation in charge thereof. The Corporation may also
have such other offices at such other places, within or without the State of
Delaware, as the Board of Directors may from time to time designate or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS.
Section 1. Annual Meeting. The annual meeting of stockholders for the
--------------
election of directors and the transaction of any other business shall be held on
the first day of June each year, or as soon after such date as may be
practicable, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such
meeting. If said day be a legal holiday, said meeting shall be held on the next
succeeding business day. At the annual meeting any business may be transacted
and any corporate action may be taken, whether stated in the notice of meeting
or not, except as otherwise expressly provided by statute or the Certificate of
Incorporation.
Section 2. Special Meetings. Special meetings of the stockholders for any
----------------
purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the holders of
a majority of the outstanding shares of capital stock entitled to vote. Special
meetings shall be held at such place or places within or without the State of
Delaware as shall from time to time be designated by the Board of Directors and
stated in the notice of such meeting. At a special meeting no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.
Section 3. Notice of Meetings. Written notice of the time and place of
------------------
any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote
<PAGE>
thereat, by personal delivery or by mailing the same to him at his address as
the same appears upon the records of the Corporation at least ten (10) days but
not more than sixty (60) days before the day of the meeting. Notice of any
adjourned meeting need not be given except by announcement at the meeting so
adjourned, unless otherwise ordered in connection with such adjournment. Such
further notice, if any, shall be given as may be required by law.
Section 4. Quorum. Any number of stockholders, together holding at
------
least a majority of the capital stock of the Corporation issued and outstanding
and entitled to vote, who shall be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws.
Section 5. Adjournment of Meetings. If less than a quorum shall attend
-----------------------
at the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.
Section 6. Voting List. The Secretary shall prepare and make, at least
-----------
ten days before every election of directors, a complete list of the stockholders
entitled to vote, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each stockholder. Such list shall be
open at the place where the election is to be held for said ten days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.
Section 7. Voting. Each stockholder entitled to vote at any meeting may
------
vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be
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<PAGE>
determined by the affirmative vote of the majority of shares present in person
or by proxy and entitled to vote on the subject matter. Voting at meetings of
stockholders need not be by written ballot.
Section 8. Record Date of Stockholders. The Board of Directors is
---------------------------
authorized to fix in advance a date not exceeding sixty days nor less than ten
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining the consent of stockholders for any
purposes, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and, in such case, such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation, after such record date fixed as aforesaid.
Section 9. Action Without Meeting. Any action required or permitted to be
----------------------
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
Section 10. Conduct of Meetings. The Chairman of the Board of Directors
-------------------
or, in his absence the President or any Vice President designated by the
Chairman of the Board, shall preside at all regular or special meetings of
stockholders. To the
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<PAGE>
maximum extent permitted by law, such presiding person shall have the power to
set procedural rules, including but not limited to rules respecting the time
allotted to stockholders to speak, governing all aspects of the conduct of such
meetings.
ARTICLE III
DIRECTORS.
Section 1. Number and Qualifications: The board of directors shall
-------------------------
consist initially of nine (9) directors, and thereafter shall consist of such
number as may be fixed from time to time by resolution of the Board. The
directors need not be stockholders.
Section 2. Election of Directors: The directors shall be elected by the
---------------------
stockholders at the annual meeting of stockholders.
Section 3. Duration of Office: The directors chosen at any annual meeting
------------------
shall, except as hereinafter provided, hold office until the next annual
election and until their successors are elected and qualify.
Section 4. Removal and Resignation of Directors: Any director may be
------------------------------------
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of such director shall forthwith become vacant.
Any director may resign at any time. Such resignation shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective, unless so specified therein.
Section 5. Filling of Vacancies: Any vacancy among the directors,
--------------------
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided, however, that the
-------- -------
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided, further, that if the directors fail to
-------- -------
fill any such vacancy, the stockholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of
directors, the additional directors may be elected by the directors in office
before such increase.
-4-
<PAGE>
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualifies.
Section 6. Regular Meetings: The Board of Directors shall hold an annual
----------------
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at such times as may
be determined from time to time by resolution of the Board of Directors.
Section 7. Special Meetings: Special meetings of the Board of Directors
----------------
may be called by the Chairman of the Board of Directors or by the President.
Section 8. Notice and Place of Meetings: Meetings of the Board of
----------------------------
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held. No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.
Section 9. Business Transacted at Meetings, etc.: Any business may be
-------------------------------------
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
Section 10. Quorum: A majority of the Board of Directors at any time in
------
office shall constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these By-Laws. The members of the Board
shall act only as the Board and the individual members thereof shall not have
any powers as such.
-5-
<PAGE>
Section 11. Compensation: The directors shall not receive any stated
------------
salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor.
Section 12. Action Without a Meeting: Any action required or permitted
------------------------
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.
Section 13. Meetings Through Use of Communications Equipment: Members of
------------------------------------------------
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or
these By-Laws, have the power to participate in a meeting of the Board of
Directors, or any committee, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at the meeting.
ARTICLE IV
COMMITTEES.
Section 1. Executive Committee: The Board of Directors may, by
-------------------
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an Executive Committee to hold office at the pleasure
of the Board, which Committee shall, during the intervals between meetings of
the Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware Corporation Law, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it.
Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.
Any person ceasing to be a director shall ipso facto cease to be a member
---- -----
of the Executive Committee.
-6-
<PAGE>
Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.
Section 2. Other Committees: Other committees, whose members need not be
----------------
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
Section 3. Resignation: Any member of a committee may resign at any time.
-----------
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
Section 4. Quorum: A majority of the members of a committee shall
------
constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee. The members of a committee shall act only as a committee, and the
individual members thereof shall not have any powers as such.
Section 5. Record of Proceedings, etc.: Each committee shall keep a
--------------------------
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.
Section 6. Organization, Meetings, Notices, etc.: A committee may hold
------------------------------------
its meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agree upon. Each committee may
make such rules as it may deem expedient for the regulation and carrying on of
its meetings and proceedings. Unless otherwise ordered by the Executive
Committee, any notice of a meeting of such committee may be given by the
Secretary of the Corporation or by the chairman of the committee and shall be
sufficiently given if mailed to each member at his residence or usual place of
business at least two days before the day on which the meeting is to be held, or
if sent to him at such place by telegraph or cable, or delivered personally or
by telephone not later than 24 hours before the time at which the meeting is to
be held.
-7-
<PAGE>
Section 7. Compensation: The members of any committee shall be entitled
------------
to such compensation as may be allowed them by resolution of the Board of
Directors.
ARTICLE V
OFFICERS.
Section 1. Number: The officers of the Corporation shall be a President,
------
one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the Board
of Directors.
Section 2. Election, Term of Office and Qualifications: The officers,
-------------------------------------------
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. The Chairman of the Board of Directors, if any, and the President shall
be directors of the Corporation, and should any one of them cease to be a
director, he shall ipso facto cease to be such officer. Except as otherwise
---- -----
provided by law, any number of offices may be held by the same person.
Section 3. Other Officers: Other officers, including one or more
--------------
additional vice-presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have such powers and perform such duties as may be assigned to them by the
Board of Directors or the officer or committee appointing them.
Section 4. Removal of Officers: Any officer of the Corporation may be
-------------------
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.
Section 5. Resignation: Any officer of the Corporation may resign at
-----------
any time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.
-8-
<PAGE>
Section 6. Filling of Vacancies: A vacancy in any office shall be filled
--------------------
by the Board of Directors or by the authority appointing the predecessor in such
office.
Section 7. Compensation: The compensation of the officers shall be
------------
fixed by the Board of Directors, or by any committee upon whom power in that
regard may be conferred by the Board of Directors.
Section 8. Chairman of the Board of Directors: The Chairman of the Board
----------------------------------
of Directors shall be a director and shall preside at all meetings of the Board
of Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors.
Section 9. President: The President shall, when present, preside at all
---------
meetings of the stockholders, and, in the absence of the Chairman of the Board
of Directors, at meetings of the Board of Directors. He shall have power to
call special meetings of the stockholders or of the Board of Directors or of the
Executive Committee at any time. He shall be the chief executive officer of the
Corporation, and shall have the general direction of the business, affairs and
property of the Corporation, and of its several officers, and shall have and
exercise all such powers and discharge such duties as usually pertain to the
office of President.
Section 10. Vice-Presidents: The Vice-Presidents, or any of them, shall,
---------------
subject to the direction of the Board of Directors, at the request of the
President or in his absence, or in case of his inability to perform his duties
from any cause, perform the duties of the President, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the President.
The Vice-Presidents shall also perform such other duties as may be assigned to
them by the Board of Directors, and the Board of Directors may determine the
order of priority among them.
Section 11. Secretary: The Secretary shall perform such duties as are
---------
incident to the office of Secretary, or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-laws.
Section 12. Treasurer: The Treasurer shall perform such duties and have
---------
powers as are usually incident to the office of Treasurer or which may be
assigned to him by the Board of Directors.
-9-
<PAGE>
ARTICLE VI
CAPITAL STOCK.
Section 1. Issue of Certificates of Stock: Certificates of capital stock
------------------------------
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issue and shall be signed by the Chairman of
the Board of Directors, the President or one of the Vice-Presidents, and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and the seal of the Corporation or a facsimile thereof shall be impressed or
affixed or reproduced thereon, provided, however, that where such certificates
-------- -------
are signed by a transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of any
such Chairman of the Board of Directors, President, Vice-President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon have not ceased
to be such officer or officers of the Corporation.
Section 2. Registration and Transfer of Shares: The name of each person
-----------------------------------
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
-10-
<PAGE>
Section 3. Lost, Destroyed and Mutilated Certificates: The holder of any
------------------------------------------
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. General Discretion of Directors: The Board of Directors shall
-------------------------------
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.
ARTICLE VIII
MISCELLANEOUS PROVISIONS.
Section 1. Fiscal Year: The fiscal year of the Corporation shall
-----------
commence on the first day of January and end on the last day of December.
Section 2. Corporate Seal: The corporate seal shall be in such form as
--------------
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
Section 3. Notices: Except as otherwise expressly provided, any notice
-------
required by these By-Laws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or by telegraphing or cabling the same
-11-
<PAGE>
to such person at such addresses; and such notice shall be deemed to be given at
the time it is mailed, telegraphed or cabled.
Section 4. Waiver of Notice: Any stockholder or director may at any time,
----------------
by writing or by telegraph or by cable, waive any notice required to be given
under these By-Laws, and if any stockholder or director shall be present at any
meeting his presence shall constitute a waiver of such notice.
Section 5. Checks, Drafts, etc.: All checks, drafts or other orders for
-------------------
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.
Section 6. Deposits: All funds of the Corporation shall be deposited
--------
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.
Section 7. Voting Stock of Other Corporations: Except as otherwise
----------------------------------
ordered by the Board of Directors or the Executive Committee, the President or
the Treasurer shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting the President or the Treasurer or the holder of any such proxy, as
the case may be, shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
Section 8. Indemnification of Officers and Directors: The Corporation
-----------------------------------------
shall indemnify any and all of its directors or officers, including former
directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.
-12-
<PAGE>
ARTICLE IX
AMENDMENTS.
The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these By-Laws, provided, however, that the stockholders shall have
-------- -------
power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors, and to enact by-laws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors. No change of the time
or place for the annual meeting of the stockholders for the election of
directors shall be made except in accordance with the laws of the State of
Delaware.
Dated as of November 14, 1997
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EAGLE FAMILY FOODS HOLDINGS, INC. FOR THE TWO HUNDRED
EIGHTY DAY PERIOD ENDED APRIL 3, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001054040
<NAME> EAGLE FAMILY FOODS HOLDINGS,INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-03-1999
<PERIOD-START> JUN-28-1998
<PERIOD-END> APR-03-1999
<CASH> 752
<SECURITIES> 0
<RECEIVABLES> 14,158
<ALLOWANCES> 174
<INVENTORY> 29,204
<CURRENT-ASSETS> 47,959
<PP&E> 37,082
<DEPRECIATION> 4,456
<TOTAL-ASSETS> 391,052
<CURRENT-LIABILITIES> 25,028
<BONDS> 314,750
91,168
0
<COMMON> 10
<OTHER-SE> (39,894)
<TOTAL-LIABILITY-AND-EQUITY> 391,052
<SALES> 187,069
<TOTAL-REVENUES> 187,069
<CGS> 86,003
<TOTAL-COSTS> 86,003
<OTHER-EXPENSES> 86,597
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,769
<INCOME-PRETAX> (6,300)
<INCOME-TAX> (2,205)
<INCOME-CONTINUING> (4,095)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,095)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EAGLE FAMILY FOODS, INC. FOR THE TWO HUNDRED EIGHT DAY
PERIOD ENDED APRIL 3, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001059761
<NAME> EAGLE FAMILY FOODS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-03-1999
<PERIOD-START> JUN-28-1998
<PERIOD-END> APR-03-1999
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<CURRENT-LIABILITIES> 25,026
<BONDS> 314,750
0
0
<COMMON> 1
<OTHER-SE> 51,900
<TOTAL-LIABILITY-AND-EQUITY> 391,677
<SALES> 187,069
<TOTAL-REVENUES> 187,069
<CGS> 86,003
<TOTAL-COSTS> 86,003
<OTHER-EXPENSES> 86,574
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