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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
February 18, 2000
AURORA FOODS INC.
(Exact Name of Registrant as Specified in Its Charter)
333-50681
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Commission File Number
DELAWARE 94-3303521
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
456 Montgomery Street, Suite 2200
San Francisco, CA 94104
(Address of Principal Executive Office, Including Zip Code)
(415) 982-3019
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 18, 2000, Aurora Foods Inc., a Delaware Corporation (the "Company"),
issued a press release announcing a special committee has been formed to conduct
an investigation into the Company's accounting practices. A copy of the press
release issued by the Company, dated February 18, 2000, is attached as Exhibit
99 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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99 Press release announcing a special committee has been formed to
conduct an investigation into the Company's accounting
practices.
2
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SIGNATURE
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the under signed, thereunto duly authorized.
AURORA FOODS, INC.
Dated: February 18, 2000 By: /s/ Andrea Geisser
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Andrea Geisser
Treasurer
(Duly Authorized Officer)
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EXHIBIT 99.1
[AURORA FOODS LETTERHEAD]
Contact: Thomas C. Franco
Curran McCann
Broadgate Consultants, Inc.
212-232-2222
SPECIAL COMMITTEE REVIEWING AURORA ACCOUNTING PRACTICES
NON-CASH CHARGE EXPECTED, SENIOR MANAGEMENT RESIGNS
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NEW YORK, N.Y. February 18, 2000 -- Aurora Foods Inc. (NYSE: AOR) announced
today that the Board of Directors, after discussions with the Company's
auditors, PricewaterhouseCoopers, has formed a special committee ("the
Committee") to conduct an investigation into the Company's accounting practices
that it expects will result in a non-cash charge to 1999 earnings.
Members of the Committee include: Richard C. Dresdale, President, Fenway
Partners, Inc.; Andrea Geisser, Managing Director, Fenway Partners, Inc.; David
E. De Leeuw, Managing Director, McCown De Leeuw & Co., Inc.; Charles J. Delaney,
Director; and Clive A. Apsey, a Director of Tiger Oats, Ltd.
The Committee said that it expects the non-cash charge to result in a
material reduction in earnings for 1999 and possibly a small loss for the full
year. Earnings projections for the year 2000 are currently being reevaluated.
The Company believes its operations will be unaffected by the accounting issues
under review.
The Committee said that it has retained the law firm of Ropes & Gray to
assist in the investigation and expects to be able to provide further
information on the extent of the expected financial charges and a full earnings
announcement by the end of March. Ropes & Gray has retained the accounting firm
of Deloitte & Touche to assist in conducting the investigation and in providing
advice on accounting matters.
-more-
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The accounting practices immediately under investigation relate
primarily to the accrual of trade promotion expenses in 1999. The Committee has
further requested the outside advisors to conduct a broader review of accounting
practices for prior periods.
Effective immediately, the Board of Directors has accepted the
resignations of four members of senior management, including Ian R. Wilson,
Chairman of the Board and Chief Executive Officer; James B. Ardrey, Vice
Chairman; Ray Chung, Executive Vice President; and M. Laurie Cummings, Chief
Financial Officer and Secretary. Mr. Wilson and Mr. Ardrey have also resigned
from the Company's Board.
The Board has appointed Mr. Dresdale as acting Chairman of the Board,
Mr. De Leeuw as acting Vice Chairman and Peter Lamm, Chairman and Chief
Executive Officer of Fenway Partners, as acting President and Chief Executive
Officer, effective immediately. Investment funds managed by Fenway Partners and
McCown De Leeuw & Co. together own approximately 46% of Aurora's shares
outstanding. The Company had previously retained the executive search firm of
Spencer Stuart & Associates to recruit a permanent Chief Executive Officer for
the Company. That search is proceeding and has been expanded to include the
search for a new Chief Financial Officer as well. Ongoing operations will
continue to be led by existing divisional Presidents, Tom Ferraro and Tom
Ellinwood.
Mr. Dresdale said, "The Board of Directors is fully committed to
conducting a thorough and detailed investigation into this matter." Mr. Dresdale
also noted, "Sales of the Company's premium branded food products remain strong.
Today's announcement will not affect the Company's ability to continue to
provide customers with the highest quality service and products."
Statements contained in this press release that are not historical facts
are forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. All forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ from the
forward-looking statements contained in this release and that may affect the
Company's prospects in general are described in the Company's filing with the
Securities and Exchange Commission.
