<PAGE> 1
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
December 1, 1997 (November 18, 1997)
-----------------------------------------------------------
Date of Report (Date of earliest event reported)
CPC International Inc.
---------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 1-4199 36-2385545
- --------------------------------------- -------------------------------------- --------------------------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation)
</TABLE>
<TABLE>
<S> <C>
International Plaza, P.O. Box 8000
Englewood Cliffs, New Jersey 07632-9976
- -------------------------------------------------------------------- ------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(201) 894-4000
---------------------------------------------------------------
Registrant's telephone number, including area code
<PAGE> 2
Item 5. Other Events.
Reference is made to the press release issued by Registrant on November
18, 1997, filed herewith as Exhibit 1 relating to the approval by the Company's
Board of Directors of the spin-off of the corn refining business of Registrant
to its shareholders. Exhibit 1 is incorporated by such reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 1 Registrant's Press Release issued on November 18, 1997.
<PAGE> 3
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.
Date: December 1, 1997 CPC INTERNATIONAL INC.
By: /s/ HANES A. HELLER
-------------------
Hanes A. Heller
Vice President Legal Affairs
<PAGE> 1
EXHIBIT 1
CONTACT: Gale L. Griffin 201/894-2407
Vice President, Corporate Communications
CPC INT'L BOARD OF DIRECTORS APPROVES CORN REFINING SPIN-OFF
ENGLEWOOD CLIFFS, NJ, November 18, 1997 -- The Board of Directors of
CPC International Inc. today approved the spin-off to shareholders of CPC's corn
refining business into an independent publicly-owned company. The spin-off is
scheduled to be completed on December 31, 1997. The new company has been named
Corn Products International, Inc., and will trade on the New York Stock Exchange
under the ticker symbol CPO.
Following the completion of the spin-off, shareholders of CPC
International will receive one share of Corn Products International for every
four CPC shares owned on December 15, 1997, with stock certificates expected to
be mailed on or about January 2, 1998.
In addition to approving the spin-off, the Board of Directors declared
that CPC shareholders of record at the close of business January 9, 1998, will
receive the company's regular quarterly dividend of $.45 per share, payable
January 26, 1998.
The objective of the spin-off, according to C.R. Shoemate, CPC's
chairman and chief executive officer, is "to give both CPC and the new corn
refining company the focus, flexibility, and resources they need for faster
growth of sales, volumes, and profits."
Corn Products International has businesses spanning 21 countries and is
one of the largest corn refining companies in the world. It comprises CPC's corn
refining operations in the United States, Canada, Latin America, Africa, and
Asia; its interest in a joint venture in Mexico; and other joint venture
interests, as well as licensing and technical agreements, chiefly in Africa and
Asia.
CPC's corn refining operations had sales from wholly-owned operations
of $1.5 billion in 1996. Its joint ventures and alliances around the world
accounted for another $1 billion in unconsolidated sales. It is the world market
leader in dextrose and corn starch and will be well positioned to benefit from
recent open-market agreements and the trend toward global suppliers serving
global customers.
The remaining operations of CPC International -- in consumer foods,
baking, and foodservice -- will continue as a global branded packaged food
company under the new name, Bestfoods. Seventeen of its brands each generate
annual sales of more than $100 million, including the $2.4 billion-a-year Knorr
brand and Hellmann's mayonnaise, the lead brand in its $1.9 billion dressings
business. Its operations, in more than 60 countries, had sales of $8.5 billion
in 1996 and have achieved a compounded annual growth rate of 11% in both sales
and operating income over the past 10 years, on a pro forma basis and excluding
special charges. Beginning January 2, 1998, it will trade on the New York Stock
Exchange under the ticker symbol BFO.
<PAGE> 2
Commenting on the spin-off, Mr. Shoemate said, "January 1st will be a
great day for CPC shareholders, who will become the owners of not just one
strong company but two. Each company will begin its new life with
well-established international operations, leading market positions, and highly
experienced and focused management. As global enterprises, both are solidly
positioned for aggressive growth."
This press release includes forward-looking statements that involve risk and
uncertainty. Although the company believes its expectations reflected in such
forward-looking statements are based on reasonable assumptions, no assurance can
be given that such expectations will prove correct. Actual results and
developments may differ materially.
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.,
with sales of $9.8 billion in 1996. Best known among CPC's U.S. products are:
Hellmann's and Best Foods mayonnaise and dressings; Mazola corn oil and
margarine; Skippy peanut butter; Knorr soups, sauces, and bouillons; Entenmann's
sweet baked products; Thomas' English muffins; Arnold, Brownberry, Freihofer's,
and Oroweat breads; Boboli pizza crusts; Mueller's pasta; and Karo syrup. CPC's
global Knorr brand comprises one of the world's most extensive lines of
products. CPC is one of the nation's most international food companies, with
operations in 60 countries and products marketed in 110 countries. CPC is also
one of the largest corn refiners, with operations in North America and Latin
America. CPC has announced a plan to spin off its Corn Refining Business as a
independent company to shareholders. For more information, visit the company's
Web site on the Internet at: http://www.cpcinternational.com.
