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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 30, 1999
[Vlasic Logo]
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-13933 52-2067518
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
VLASIC PLAZA
SIX EXECUTIVE CAMPUS
CHERRY HILL, NEW JERSEY 08002-4112
(PRINCIPAL EXECUTIVE OFFICES)
TELEPHONE NUMBER: 856-969-7100
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ITEM 5. OTHER INFORMATION
The information included in this item is set forth in a press release
issued by us dated July 30, 1999, announcing the completion of the sale of the
Swift-Armour Argentine Beef business and is attached as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(2.1) Amendment to the Stock Purchase Agreement entered into among
Aligar, Inc. and Cargal, Inc. and Swift Armour Holding Co. on
April 28, 1999.
(99.1) Press Release dated July 30, 1999 from Vlasic Foods
International Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
VLASIC FOODS INTERNATIONAL INC.
Date: August 16, 1999 By: /s/ Mitchell P. Goldstein
------------------------------------------------
Mitchell P. Goldstein
Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
(2.1) Amendment to the Stock Purchase Agreement entered into among Aligar,
Inc. and Cargal, Inc. and Swift Armour Holdings Co. on April 28, 1999.
(99.1) Press Release dated July 30, 1999 announcing the completion of the Sale
of the Swift-Armour Argentine Beef business.
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EXHIBIT 2.1
AMENDMENT TO THE STOCK PURCHASE AGREEMENT
ENTERED INTO AMONG ALIGAR, INC. AND CARGAL, INC. AND SWIFT
ARMOUR HOLDINGS CO. ON APRIL 28, 1999
This amendment agreement (the "Amendment") modifies the Stock Purchase Agreement
entered into among Aligar, Inc. and Cargal, Inc. (collectively, "Sellers") and
Swift Armour Holdings Co. ("Buyer") on April 28, 1999 (as amended, the
"Agreement"). Except as otherwise indicated in this Amendment, all terms defined
in the Agreement, when used in this Amendment, shall have the same meaning
ascribed thereto in the Agreement.
Intending to be legally bound hereby, Sellers and Buyers agree to the following
modifications of the Agreement:
1. The final paragraph at the bottom of page 8 of the Agreement, headed
"SECTION 3 CLOSING," is hereby amended and restated to read, as
follows:
The Closing of the transactions contemplated by this Agreement
shall occur at the offices of Vlasic Foods International, Six
Executive Campus, Cherry Hill, New Jersey, U.S.A. on the earliest
to occur of (i) July 30, 1999, (ii) five (5) Business Days after
the date on which all of the Conditions precedent are satisfied
or waived in accordance with Section 2 or (iii) such other date
as the Parties may agree.
2. New Sections 1.6 and 3.4 are hereby added to the Agreement, as follows:
1.6 Capital Increase and Reduction. Notwithstanding anything to
the contrary contained in this Agreement, at Buyer's request, and
subject to the provisions of this Section 1.6, Sellers hereby
agree to adopt certain resolutions at one or more Shareholders'
meetings of the Company to be held at any time as from June 7
through July 31, 1999, and authorize the Board of Directors of
the Company to act in the manner described hereinbelow, subject
to the conditions and limitations set forth below, to the
following effect: (i) to increase the capital stock of the
Company to the sum of $92,000,000, by means of the capitalization
of the sum of $ 60,000,000 from the so-called "adjustment to the
capital account" of the Company which, as of July 31, 1998, had a
balance of $ 175,132,490, (ii) following the capitalization
referred to in clause (i) of this Section 1.6 (but pursuant to a
simultaneous transaction as described below), to reduce the
capital stock of the Company to $ 37,000,000, by means of a
capital stock redemption for an aggregate cash consideration of $
55,000,000, and (iii) to make the publications required under
Argentine Law in connection with the capital increase and
reduction referred to in clauses (i)
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and (ii) of this Section 1.6; provided, however, that the Parties
hereby expressly agree that the resolutions described clauses (i)
and (ii) of this Section 1.6 shall have no effect whatsoever if
the Closing does not occur and, consequently, the following
actions may only take place on the Closing Date and concurrently
with the consumation of all of the transactions required to take
place on the Closing Date: (a) the execution and delivery of the
public deed recording the aforesaid capital stock increase and
reduction as well as the filing of such public deed with the
respective Commercial Registry of Buenos Aires, (b) the
redemption and cancellation of any portion of the capital stock
of the Company by reason of the above described capital
reduction, (c) the incurrence of any indebtedness by the Company
to effect such capital stock redemption and cancellation or the
granting of any security interest on the Company's properties to
guarantee any such indebtedness, and (d) the payment to Sellers
of the Purchase Price pursuant to this Agreement. Sellers hereby
further agree to adopt certain other resolutions at another
Shareholders' Meeting of the Company to be held at any time on or
before the Closing Date, and authorize the Board of Directors of
the Company to act in the manner described hereinbelow, to the
following effect: (1) to revoke all of the Company's declared but
unpaid dividends as of July 31, 1998, for an aggregate amount of
$18,736,221.07, and to allocate such amount to the "retained
earnings/losses" account of the Company, and (2) to increase the
capital stock of the Company to $47,000,000, by means of the
capitalization of the sum of $10,000,000 from the "retained
earnings/losses" account of the Company increased by reason of
the revocation and allocation described in clause (1) of this
Section 1.6.
3.4 Closing Acknowledgement. All deliveries by Buyer and Sellers
pursuant to this Section 3 shall be made to counsel for each of
the parties, respectively, as their agents in fact. When counsel
for Buyer and counsel for Sellers have verified that all
deliveries in accordance with Section 3.1 and Section 3.2 have
been made, counsel for Sellers shall immediately notify Sellers
of this fact. Upon receipt of such notice, Sellers shall
immediately execute and deliver an acknowledgment of the
completion of all conditions for closing, in the form attached
hereto as Schedule 3.4, transferring the Transfer Shares to Buyer
in the manner contemplated in Section 1.1.1 and releasing all
deliveries by Buyer and by Sellers for appropriate disposition by
their respective counsel.
3. Upon execution of this Amendment, the following Conditions Precedent
contemplated in the Agreement shall be considered satisfied: 2.1.8 and
2.1.9, and 2.2.5 through and including 2.2.9.
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4. Upon execution of this Amendment, Buyer shall pay to Sellers the sum of
US$1,000,000, in immediately available funds, to the following bank
account: "Mellon Bank, One Mellon Bank Center, Pittsburgh, PA 15219,
Swift ID: MELN US 3P, ABA# 043000261, Account #0377326, Account Name:
Vlasic Foods International, Inc.", as an advance payment on account of
the Purchase Price; and, therefore, if the Closing does occur, Buyer
shall be required to pay only the sum of US$ 84,000,000 as the balance
of the Purchase Price. If the Closing does not occur for any reason
other than Seller's default, in addition to the remedy available to
Sellers pursuant to Section 6.2 of the Agreement, and notwithstanding
the provisions of Section 2.1.1 of the Agreement, Sellers shall have
the right to retain such sum of US$1,000,000 as the sole additional
remedy available to Sellers, without prejudice to the application of
the provisions of paragraph 5 of this Amendment. If the Closing does
not occur for any reason attributable to Sellers, in addition to the
remedies available to Buyer pursuant to Section 6.2 of the Agreement,
Buyer shall have the right to recover such sum of US$1,000,000 plus
interest at the rate of 10% per annum, calculated for the days actually
elapsed from the date of execution of this Amendment until the date
such sum is actually returned to Buyer.
5. If the Closing does not occur for any reason other than Sellers'
default, Buyer hereby agrees to indemnify and hold the Company harmless
from and against any claims for fees, costs or expenses which may be
made against the Company in connection with Buyer's efforts to secure
the financing of the Purchase Price. Furthermore, Buyer hereby agrees
to indemnify and hold Sellers harmless from and against any
indebtedness, liability and obligation arising under or relating to
such financing; it being expressly agreed and accepted, however, that
nothing contained herein shall be understood to release Vlasic from any
obligation under the Supply Agreement with Vlasic or any assignment
thereof, including any account receivables arising thereunder, to be
made in connection with such financing, pursuant to Section 2.1.6 of
the Agreement. By executing this Amendment, Mr. Carlos Oliva Funes
jointly and severally guarantees the obligations assumed by Buyer under
this paragraph 5.
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IN WITNESS WHEREOF, Sellers and Buyer have caused this Amendment to be
executed and delivered as of the 7th day of June 1999 by their respective
officers hereunto duly authorized. In addition, and for the sole purpose
contemplated in paragraph 5 of this Amendment, Mr. Carlos Oliva Funes also
executes and delivers this Amendment as of the same date.
ALIGAR, INC. SWIFT ARMOUR HOLDINGS CO.
By: _______________________ By: _______________________
Name: Joseph Adler Name: Carlos Oliva Funes
Title: Vice President Title: President
CARGAL, INC. CARLOS OLIVA FUNES
By: _______________________ ______________________________
Name: Joseph Adler
Title: Vice President
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EXHIBIT 99.1
VLASIC FOODS COMPLETES SALE OF
SWIFT-ARMOUR ARGENTINE BEEF BUSINESS
CHERRY HILL, NJ -- July 30,1999 -- Vlasic Foods International (NYSE: VL) today
announced it has completed the sale of its Swift-Armour Argentine beef business
to an investor group headed by Carlos Oliva Funes, president of Swift-Armour, JP
Morgan Capital Corp and Greenwich Street Capital Partners. Vlasic announced in
May that it would sell Swift-Armour because the business was non-strategic and
the sale would help further focus the Company on growing its core "Vlasic"
condiments and "Swanson" frozen foods businesses. Vlasic Foods said it will use
the proceeds to pay down debt.
"We are moving quickly and decisively to eliminate non-strategic assets
and focus our energies against brand and volume building programs in support of
our 'Vlasic' and 'Swanson' businesses," said Robert F. Bernstock, Vlasic Foods
International President and Chief Executive Officer.
Swift-Armour, which employs approximately 2,000 people, produces
chilled, frozen and canned beef products that are mainly sold to wholesale
customers such as manufacturers and foodservice establishments. Swift-Armour had
1998 sales of more than $200 million.
The divestiture is part of Vlasic Foods' five-part program to
strengthen the Company. The program includes sustained growth initiatives for
its core "Vlasic" and "Swanson" brands, where the Company announced it will
launch 20 new products for fiscal 2000; cost savings actions; asset management
programs to maximize returns; portfolio reconfiguration; and capital structure
management. Last month the Company completed a $200 million bond offering.
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The sale of the beef business is the Company's second business
divestiture this fiscal year. In January, Vlasic Foods completed the sale of its
non-strategic, Kattus gourmet foods distribution business in Germany. Lehman
Brothers served as financial advisor to Vlasic on both divestitures.
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FORWARD LOOKING STATEMENT
This release contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company believes the
assumptions underlying the forward-looking statements are reasonable. However,
any of the assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements contained in this release will
prove to be accurate.
Additional information that could cause actual results to vary materially from
the results anticipated may be found in the Company's most recent Form 10-K and
other reports filed with the Securities Exchange Commission.
Furthermore, the Company disclaims any obligation or intent to update any such
factors or forward-looking statements to disclaim future events and
developments.
SOURCE: Vlasic Foods International Inc.
CONTACT: Kevin G. Lowery
(856) 969-7417 media
William J. Fasel
(856) 969-7428 analysts
