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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: January 9, 1996
Date of earliest event reported: January 9, 1996
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 07632-9976
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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 4
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Item 5. Other Events
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On January 9, 1996, the Company announced that it will take
a pre-tax integration charge of $55 million during the fourth
quarter of 1995. A true copy of the press release dated January
9, 1996 is attached as Exhibit 99 hereto.
--
For the nine months ended September 30, 1995, pro forma for
the acquisition of the Kraft Foods, Inc. baking business the
Company's ratio of earnings to fixed charges would have been 5.0.
This ratio has been computed by dividing income before taxes and
fixed charges by fixed charges. Fixed charges consist of gross
interest expense on debt and a portion of rental expense deemed
to be representative of interest. See Exhibit 12.2.
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.
12.2 Statement Regarding Computation of Ratios of
---- Earnings to Fixed Charges.
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SIGNATURES
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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/Konrad Schlatter
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Name: Konrad Schlatter
Title: Senior Vice President
and Chief Financial Officer
Date: January 9, 1996
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Exhibit Index
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Exhibit No. Page Number
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99 Press release dated January 9, 1996 5
12.2 Statement Regarding Computation of 6
Ratios of Earnings to Fixed Charges
4
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CONTACT: Gale L. Griffin 201/894-2407
Vice President, Corporate Communications
CPC INTERNATIONAL TO TAKE 4TH Q. CHARGE FOR BAKING INTEGRATION
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ENGLEWOOD CLIFFS, NJ, JANUARY 9, 1996 - CPC International Inc.
today announced that it is taking a one-time, pre-tax integration
charge of $55 million in the fourth quarter of 1995 ($34 million
after taxes, or $.23 per common share) to cover the anticipated
costs of combining its existing baking business with the Kraft
baking business acquired in October. The charge includes anticipated
costs relating to the closure of duplicate administration, warehouse,
and plant facilities belonging to CPC's existing baking business,
the consolidation of redundant business systems, and the reduction
of some CPC baking personnel performing duplicate tasks.
The integration costs must be recognized as a charge to
earnings, rather than as acquisition-related goodwill, since
these duplications are within CPC's existing baking business.
C.R. Shoemate, chairman and chief executive officer of CPC,
said "The announcement of this relatively small charge just three
months after the acquisition was completed is indicative of the
speed with which we are integrating the two businesses. We have
already made good progress on our plan to achieve the expected
synergies at the heart of our decision to make this acquisition."
Included in the integration is the closing of CPC's baking
business headquarters in Fairfield, NJ. Some personnel from this
facility have been offered positions in the combined business, at
the former Kraft headquarters in Bay Shore, NY, and other
locations.
* * * * *
ABOUT CPC INTERNATIONAL: CPC International Inc. is among the
largest U.S. food companies and ranks as one of the 100 largest
industrial companies in the U.S. It has sales of about $9 billion
in the current year. Consumer foods accounts for 87% 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, Knorr soups, sauces, and bouillions,
Entenmann's sweet baked products, Thomas' English muffins, Arnold,
Brownberry, Freihofer's and Oroweat breads, Boboli Italian bread
shells, Mueller's pasta, Karo syrup, CPC's global Knorr brand
comprises one of the worlds's most extensive lines of products.
CPC is one of the nation's most international food companies, with
operations in 60 countries. CPC is also one of the largest corn
refiners, with operations in North America and Latin America.
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STATEMENT REGARDING COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
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EXHIBIT 12.2
For the Year-Ended 12/31
-----------------------
<TABLE>
<CAPTION>
Pro-Forma**
09/30/95 09/30/95 1994 1993 1992 1991 1990
--------- -------- ---- ---- ---- ---- ----
(9 mos) (9 mos)
<S> <C> <C> <C> <C> <C> <C> <C>
Income before Income Taxes $680.0 $676.0 $614.7* $790.3 $744.5 $693.5 $638.3
------ ------ ------- ------ ------ ------ ------
Add:
- - Portion of rents
representative of interest 24.0 19.0 25.3 20.9 21.7 20.2 16.1
---- ---- ---- ---- ---- ---- ----
- - Interest on bonds
mortgages & similar debt 69.6 42.9 51.9 56.1 64.7 73.6 81.2
---- ---- ---- ---- ---- ---- ----
- - Other interest 75.4 61.4 54.6 53.7 51.0 54.3 51.3
---- ---- ---- ---- ---- ---- ----
- - Interest expense included
in cost of plant construction (4.3) (4.3) (6.2) (6.7) (6.4) (9.2) (8.2)
---- ---- ---- ---- ---- ---- ----
- - Income of Unconsolidated Ventures - - 3.9 - 5.4 - 2.2
---- ---- ---- ---- ---- ---- ----
Income as Adjusted $844.7 $795.0 $744.2 $914.3 $880.9 $832.4 $780.9
------ ------ ------ ------ ------ ------ ------
Fixed Charges:
- --------------
- - Portion of rents representative
of interest 24.0 19.0 25.3 20.9 21.7 20.2 16.1
---- ---- ---- ---- ---- ---- ----
- - Interest on bonds, mortgage &
similar debt 69.6 42.9 51.9 56.1 64.7 73.6 81.2
---- ---- ---- ---- ---- ---- ----
- - Other interest 75.4 61.4 54.6 53.7 51.0 54.3 51.3
---- ---- ---- ---- ---- ---- ----
169.0 123.3 131.8 130.7 137.4 148.1 148.6
----- ----- ----- ----- ----- ----- -----
Ratio of Earnings to Fixed Charges 5.0 6.5 5.6 7.0 6.4 5.6 5.3
----- ----- ----- ----- ------ ----- -----
</TABLE>
*Includes restructuring charge of $227 million.
**For the acquisition of the Kraft Foods, Inc. baking business.
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