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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: June 23, 1994
Date of earliest event reported: June 23, 1994
CPC International Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-4199 36-2385545
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) identification
incorporation) Number)
International Plaza, P.O. Box 8000,
Englewood Cliffs, New Jersey 07632
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(Address of principal executive offices) (Zip Code)
(201) 894-4000
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(Registrant's telephone number, including area code)
Page 1 of 6 Pages
Exhibit Index on Page
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Item 5. Other Events
On June 23, 1994, the registrant announced that the company will take
a pre-tax restructuring charge of $227 million during the second quarter of
1994. A true copy of the press release dated June 23, 1994 is attached as
Exhibit 99 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99 Reference is made to Item 5 regarding the
exhibit annexed hereto and made a part
hereof.
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SIGNATURES
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.
CPC International Inc.
By /s/ Clifford B. Storms
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Name: Clifford B. Storms
Title: Senior Vice President and
General Counsel
Date: June 28, 1994
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Exhibit Index
Exhibit No. Page Number
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99 Press release dated June 23, 1994 5-6
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CONTACT: Gale L. Griffin 201/894-2407
Director, Corporate
Communications
CPC INT'L ANNOUNCES RESTRUCTURING MEASURES TO CONTINUE STRENGTHENING BUSINESS;
WILL RESULT IN SECOND QUARTER CHARGE
ENGLEWOOD CLIFFS, NJ, June 23, 1994 -- CPC International Inc. today
announced that the company will take a pre-tax restructuring charge of $227
million during the second quarter of 1994. On an after-tax basis, the charge
will amount to $.92 per share.
C.R. Shoemate, chairman and chief executive officer of CPC, said: "CPC
has been proactively restructuring for the past several years to ensure that we
remain as competitive in the future as we have been in the past. Over the last
several years we have absorbed the related restructuring costs on an ongoing
basis.
"The charge of $227 million recognizes the cost of additional
restructuring activities around the world, which are being compressed into the
next 18 to 24 months in order to anticipate now the competitive needs of the
ever more unified markets of the late 1990s. The majority of the charge
recognizes actions to be taken in our European and North American consumer
foods businesses. Most of the rest of the charge relates to our Latin American
corn refining business.
"Our objective in Europe and North America is to reduce costs and to
further strengthen our brand franchises through marketing investments and by
enhancing the value of our products and services. In Latin America, we are
taking important strategic steps to strengthen our competitive position in our
corn refining business."
About two-thirds of the charge is for non-cash for write-off of
assets, including some plant closures. The charge also includes the cost of a
phased reduction in personnel of about 2,600 worldwide, according to Mr.
Shoemate. CPC's total worldwide headcount is currently about 39,000.
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"Our businesses are already sound, profitable, and growing, and they
are more competitive today as a result of our ongoing restructuring moves of
the last several years. These past moves have included the closing of six
plants in North America and substantial relocation of production within Europe
to achieve efficiencies in the unifying European market.
"But positioning our businesses for competitive advantage over the
next several years, as we have been doing, is not enough. The charge announced
today represents a longer-term, more aggressive view. We are taking actions
now for competitive advantage in the major world markets at the end of the
decade," Mr. Shoemate said.
Regarding CPC's earnings outlook for 1994, Mr. Shoemate said,
"Excluding the charge, our earnings expectation for 1994 remains unchanged."
ABOUT CPC INTERNATIONAL: With sales in 1993 of $6.7 billion, CPC International
Inc. is among the ten largest U.S. food companies and ranks as one of the 100
largest industrial companies in the U.S. Consumer foods account for 84% of the
company's total sales. Best known among CPC's U.S. products are: Hellmann's
and Best Foods mayonnaise, Mazola corn oil and margarine, Skippy peanut butter,
Thomas' English muffins, Arnold breads, Mueller's pasta products, Karo and
Golden Griddle syrups, and Knorr sauces, soups and bouillons. Deriving more
than 60% of its sales from operations outside the U.S., CPC is one of the
nation's most international food companies. CPC is also one of the largest
corn refiners, with operations in North America and Latin American. Worldwide,
CPC International has operations in 59 countries.
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