BESTFOODS
8-K, 1999-04-23
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
Previous: COOPER INDUSTRIES INC, 8-K, 1999-04-23
Next: AMERICAN GENERAL FINANCE CORP, 424B3, 1999-04-23



<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


                         April 23, 1999 (April 22, 1999)
          -------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                                    BESTFOODS
        -----------------------------------------------------------------
               (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>


700 SYLVAN AVENUE
INTERNATIONAL PLAZA
ENGLEWOOD CLIFFS, NEW JERSEY                                07632-9976
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)


                                 (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 April
22, 1999, filed herewith as Exhibit 1 relating to the Company's expectation of
strong growth in 1999. 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 April 22, 1999 regarding 
                 the Company's expectation of strong growth in 1999.
<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:  April 23, 1999                        BESTFOODS
                                             By: /s/ HANES A. HELLER
                                                 -------------------
                                                 Hanes A. Heller
                                                 Vice President, General Counsel
                                                 and Secretary


<PAGE>   1
                                                                       EXHIBIT 1

Contact: Gale L. Griffin (201) 894-2407
Vice President, Corporate Communications


                     BESTFOODS EXPECTS STRONG GROWTH IN 1999

         ENGLEWOOD CLIFFS, NJ, April 22, 1999 - At the annual meeting of
shareholders of Bestfoods today, C.R. Shoemate, chairman and chief executive
officer, said that the company looks forward to a "very good 1999."

         "We expect to see continued strong results in Europe and Baking and
further volume growth in Asia, as the economies recover and exchange rate
comparisons stabilize," Shoemate said.

         "We anticipate improved Latin American performance in the second half
of the year coming from better pricing and favorable economic developments. And
we look forward to stronger performance in North America, based on added
merchandising activities to drive volume - particularly for Hellmann's
mayonnaise, Mueller's pasta, and Knorr products - the positive effects of a
price decline on Mazola corn oil, and continued solid growth in our U.S.
foodservice business."

         In his remarks to shareholders, Shoemate noted that the company will
have a difficult currency comparison in Latin America in the second quarter,
which will temporarily depress earnings from that important region.

         Shoemate also commented on the 10-year-growth record for CPC
International, which spun off its corn refining business at the end of 1997 and
was renamed Bestfoods. Bestfoods' 1998 annual report states that CPC's average
annual gain in earnings per share from 1987 to 1997 was 6.2%. That number
included a special gain taken in 1987.

         "If that gain is excluded, as indeed all other special gains and
charges during the period were, earnings per share over the 10 years grew 11%
annually, a much better representation of CPC's actual progress," Shoemate said.
In 1998, Bestfoods reported a 13.8% earning per share gain. "So the good news
is, we have gone from strength to greater strength, as a 100% consumer foods
company."

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 1998. 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. For more information about Bestfoods,
visit the company's Web site on the Internet at: http://www.bestfoods.com.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission