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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 21, 1998 (May 19, 1998)
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Date of Report (Date of earliest event reported)
BESTFOODS
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(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-4199 36-2385545
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
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700 Sylvan Avenue
International Plaza
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
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Item 5. Other Events.
Reference is made to the press releases issued by Registrant on May 19,
1998, filed herewith as Exhibits 1 and 2 relating to the approval by the
Company's Board of Directors of a 15 million share buyback program and the
formation by the Company of a joint venture with operations in South Africa and
Israel. Exhibits 1 and 2 are incorporated by such reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 1 Registrant's press release issued on May 19, 1998 regarding the 15
million share buyback program.
Exhibit 2 Registrant's press release issued on May 19, 1998 regarding the
formation of a joint venture in South Africa and Israel.
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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.
Date: May 21, 1998 BESTFOODS
By: /s/ HANES A. HELLER
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Hanes A. Heller
Vice President, General
Counsel and Secretary
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EXHIBIT 1
Gale L. Griffin (201) 894-2407
Vice President, Corporate Communications
BESTFOODS ANNOUNCES BUYBACK OF UP TO 15 MILLION SHARES
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Englewood Cliffs, NJ, May 19, 1998 -- Bestfoods' Board of Directors
today authorized the purchase by the company of up to 15 million of its common
outstanding shares. This program is to begin immediately. A program for the
purchase of 10 million shares (5 million shares on a pre-split basis) announced
by the company in January 1995 concluded on May 18, 1998.
There are currently about 288 million shares of Bestfoods stock
outstanding.
The company said that under the new program, it expects to purchase the
shares from time to time over a three-year period, as determined by management.
Chairman of the Board and Chief Executive Officer C. R. Shoemate said,
"This new program authorizes 50% more shares than the last two programs. This
reflects our expectation for stronger and more consistent cash flows now that we
are a 100% consumer foods company and expresses our confidence in Bestfoods'
ability to achieve strong growth and, therefore, to increase value for our
shareholders."
Company Announces Regular Quarterly Dividend
Bestfoods also announced that the Board of Directors today approved a
regular quarterly dividend of 22.5 cents per common share, payable July 24, 1998
to stockholders of record on June 30, 1998.
To provide the clearest possible description of our business and outlook, this
report contains forward-looking statements based on our best current information
and reasonable assumptions about anticipated developments. However, because of
the risks and uncertainties that always exist in any operating environment or
business, we cannot make any assurances that these expectations will prove
correct. Actual results and developments may differ materially, depending upon
currency values, competitive pricing, economic conditions in our countries of
operations, and other factors. Further information on factors that could affect
the company's financial and other results is included in the company's Forms
10-Q and 10-K, filed with the Securities and Exchange Commission.
About Bestfoods: Bestfoods, formerly CPC International Inc., is among the
largest U.S. food companies, with sales of $8.4 billion in 1997. Best known
among Bestfoods' 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. Bestfoods' global Knorr brand comprises
one of the world's most extensive lines of products. Bestfoods is one of the
nation's most international food companies, with operations in more than 60
countries and products marketed in 110 countries. For more information about
Bestfoods, visit the company's Web site on the Internet at:
http://www.bestfoods.com.
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EXHIBIT 2
Gale L. Griffin (201) 894-2407
Vice President, Corporate Communications
BESTFOODS FORMS $415 MILLION JOINT VENTURE IN AFRICA AND ISRAEL
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Englewood Cliffs, NJ, May 19, 1998 -- Bestfoods today announced that it
has agreed to form a joint venture with Consolidated Grocery Products (CGP), a
South African consumer goods company that currently has the rights to several of
Bestfoods' brands in South Africa. The venture will include Bestfoods'
businesses in South Africa and Israel, as well as its other operations in
Africa, and also Robertsons Foods, the consumer foods business of CGP, for a
total of approximately $415 million in expected 1998 sales. The objective of the
venture is to maximize both partners' opportunities to achieve rapid growth and
increased profitability in these fast-developing markets.
A powerful roster of market-leading brands and products will drive the
business. These include Knorr savory products, Hellmann's dressings, Maizena
corn starch, and several other important Bestfoods brands. The deal means that
Bestfoods will acquire a joint interest in the South African rights to these
core Bestfoods brands, which were licensed to Robertsons in 1987 by Bestfoods
(then CPC International). The new venture will also include several of
Bestfoods' other leading brands (Skippy peanut butter, Mazola and Alsa
products); Bestfoods' Israeli brands, including Telma, Rose of Galilee, and 778;
and CGP brands, including Robertsons, Rajah, and Walnut Ridge.
Commenting on the new venture, C. R. Shoemate, chairman and chief
executive officer of Bestfoods said, "This is a very exciting venture for
Bestfoods and, I believe, a prime example of the kind of creativity and
resources we, as an experienced international operator, can bring to bear in the
global marketplace. We have long done business successfully in emerging markets,
including Africa and the Middle East. This new venture will give our businesses
still greater power and growth potential in those markets, as we combine our
expertise, experience, and organizations with Robertsons'. Without additional
investment, we broaden our scope, increase growth opportunities, and at the same
time share the risk.
"Our partner, Consolidated Grocery Products, has great experience in
Africa, with a strong infrastructure and deep knowledge of local markets and
eating habits. This will be invaluable to the venture.
"We are of course delighted to have our great Knorr, Hellmann's, and
other brands back under one roof. And we are confident that Bestfoods' technical
and brand know-how for Knorr and Hellmann's will speed their growth in Africa
significantly."
Bestfoods and CGP will have equal participation in the new company.
Bestfoods will take the leadership role in Israel and CGP will provide
leadership in Africa. The principal operating headquarters for the venture will
be in Tel Aviv, Israel, and Durban, South Africa. The holding company for the
venture will be registered in Delaware. The structure of the joint venture is
subject to certain legal approvals.
Bestfoods' current business in South Africa, which it is contributing
to the new venture, was part of a joint venture with Tongaat-Hulett, a major
South African company. This venture, CPC Tongaat Foods, was established in 1994
and ended in March 1998.
Bestfoods' business in Israel began as a joint venture in 1992, when
Bestfoods acquired 51% of Israel Edible Products Ltd. (TAMI), the third largest
food company in Israel. Since then, Bestfoods has added many of its leading
international brands to the TAMI portfolio. In 1997, Bestfoods increased its
ownership of the business to 85% and in March 1998, it acquired the remaining
15% to become sole owner. The business has shown strong growth and today has the
highest per capita sales of any of Bestfoods' 61 countries of operations.
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The venture includes 9 plants in South Africa, six in Israel, and four
in the rest of Africa. The total number of employees is expected to be about
3,600.
Mohammed Wahby, corporate vice president of Bestfoods and president of
the Africa/Middle East division of Bestfoods Europe, said, "Robertsons was our
affiliate from 1964 until 1987. So we know them very well and believe they are
the ideal partner for Bestfoods. We have tremendous respect for their
capabilities and organization in Africa. And we are confident that together we
can achieve rapid growth for our great brands throughout Africa and step up our
excellent track record in Israel."
To provide the clearest possible description of our business and outlook, this
report contains forward-looking statements based on our best current information
and reasonable assumptions about anticipated developments. However, because of
the risks and uncertainties that always exist in any operating environment or
business, we cannot make any assurances that these expectations will prove
correct. Actual results and developments may differ materially, depending upon
currency values, competitive pricing, economic conditions in our countries of
operations, and other factors. Further information on factors that could affect
the company's financial and other results is included in the company's Forms
10-Q and 10-K, filed with the Securities and Exchange Commission.
About Bestfoods: Bestfoods, formerly CPC International Inc., is among the
largest U.S. food companies, with sales of $8.4 billion in 1997. Best known
among Bestfoods' 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. Bestfoods' global Knorr brand comprises
one of the world's most extensive lines of products. Bestfoods is one of the
nation's most international food companies, with operations in more than 60
countries and products marketed in 110 countries. For more information about
Bestfoods, visit the company's Web site on the Internet at:
http://www.bestfoods.com.
