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 9, 1993
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(Date of earliest event reported)
CURTICE-BURNS FOODS, INC.
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(Exact name of registrant as specified in its charter)
New York 1-7605 16-0845824
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
90 Linden Place, P.O. Box 681
Rochester, NY 14603
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(Address of principal executive offices)
(716) 383-1850
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(Registrant's telephone number, including area code)
<PAGE>2
Item 5. Other Events.
As previously announced, the Board of Directors of
the Company authorized its management to pursue strategic
alternatives for maximizing value for its shareholders,
including the possible sale of the Company. At a special
meeting on June 8, the Board reviewed several acquisition
proposals and voted to pursue a proposal submitted by Dean
Foods Company to acquire all the outstanding shares of the
Company at a maximum cash price of $20 per share, subject to
a number of contingencies, including an agreement with Pro-
Fac Cooperative, Inc. ("Pro-Fac") covering the purchase of
various assets owned by Pro-Fac but used by the Company in
the conduct of its business asset (which is currently
subject to significant disputes between the Company and Pro-
Fac), negotiation by Dean Foods of an agreement with Hormel
Foods Corporation for the purchase of the Nalley's Fine
Foods Division of Curtice Burns, clearance of the
transaction by appropriate government agencies, negotiation
of definitive agreements and approval of any transaction by
the Company's shareholders. No assurance can be given that
the contingencies associated with the Dean Foods proposal
will be satisfied, or that any transaction for the
acquisition of Curtice Burns will be consummated. A copy of
the Company's press release dated June 10, 1994, is attached
as Exhibit 1.
On June 9, 1994, the Company received a letter
from Pro-Fac in which Pro-Fac asserted that it was entitled
to receive half the net proceeds of any sale of the Company
to a third party. The Company believes this assertion to be
completely without merit. See Note 1 to the unaudited
financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 26, 1994,
for a discussion of other disagreements between the Company
and Pro-Fac. A copy of Pro-Fac's letter is attached as
Exhibit 2.
<PAGE>3
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.
CURTICE-BURNS FOODS, INC.
Date: June 10, 1994 By: /s/ J. William Petty
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J. William Petty, President
and Chief Executive Officer
<PAGE>4
EXHIBIT INDEX
Press release dated June 10, 1994 ...................... 1
Letter from Pro-Fac Cooperative, Inc.
to the Company dated June 9, 1994 .................... 2
<PAGE>5
EXHIBIT 1
[Letterhead of]
CURTICE-BURNS FOODS, INC.
CURTICE BURNS FOODS BOARD VOTES TO PURSUE
ACQUISITION PROPOSAL FROM DEAN FOODS COMPANY
ROCHESTER, NEW YORK June 10, 1994--The Board of
Directors of Curtice Burns Foods (AMEX: CBI), as previously
announced, authorized its management to pursue strategic
alternatives for maximizing value for its shareholders,
including the possible sale of the Company. At a special
meeting on June 8, the Board reviewed several acquisition
proposals which had been received in response to active
solicitation by the Company and its investment bankers. The
Board voted to pursue a proposal submitted by Dean Foods to
acquire all the outstanding common stock of Curtice Burns at
a maximum cash price of $20.00 per share, subject to the
satisfactory resolution of specified contingencies, the more
significant of which are described as follows. Dean
requires a satisfactory resolution for termination of the
agreement between Curtice Burns and Pro-Fac Cooperative
covering the purchase of various assets owned by Pro-Fac but
used by Curtice Burns in the conduct of its business.
Presently, there are significant disputes between Curtice
Burns and Pro-Fac as to amounts due upon termination of the
agreement. Other contingencies to closing the acquisition
include Dean's negotiation of a definitive agreement for the
<PAGE>6
sale of Nalley's Fine Foods Division to Hormel Foods
Corporation of Austin, Minnesota, clearance of the
transaction by appropriate government agencies, negotiation
of definitive agreements and approval of any transaction by
Curtice Burns shareholders.
"Curtice Burns is very pleased with the opportunities
created by this potential transaction," said J. William
Petty, President and Chief Executive Officer of Curtice
Burns. "Clearly this transaction could represent not only
significant value to our shareholders, but also sustained
markets for the crops of the Pro-Fac grower community
throughout the country and enhanced career opportunities for
our employees."
In commenting on today's announcement, Howard M. Dean,
Chairman and Chief Executive Officer of Dean Foods Company,
said, "Dean Foods has long felt that the Curtice Burns
product lines to be acquired in this proposed transaction
represent a strategic fit, particularly the fruit pie
filling and vegetable businesses. Curtice Burns production
capacity in the Northeast will offer important growth
opportunities for our Birds Eye frozen vegetable business
acquired earlier this year. As part of our proposal to
Curtice Burns, we have entered into a letter of intent
whereby Hormel Foods Corporation will acquire the Nalley's
Fine Foods Division of Curtice Burns."
<PAGE>7
Joel W. Johnson, President and Chief Executive Officer
of Hormel, expressed pleasure with the proposed purchase.
"The acquisition of these high quality, well-recognized
brands in the Northwest will provide incremental volume to
our already successful and growing Grocery Products Division
and Foodservice Group," he stated. "Hormel Foods is
impressed with the consistently strong, performance of the
Nalley's organization."
Me. Petty concluded by saying, "Dean Foods and Hormel
are financially sound, growth-oriented food companies with
strategic commitments to the product lines they would
acquire from Curtice Burns. However, no assurances can be
given at this time that the contingencies associated with
the Dean Foods proposal or the Hormel transaction will be
satisfied, or that any transaction with any third party for
the acquisition of Curtice Burns will be consummated."
Curtice Burns Foods processes and markets 21 product
lines of regional branded, private label and foodservice
products through seven autonomously managed divisions
located throughout the United States and Western Canada. In
its most recent quarterly report to shareholders, Curtice
Burns reported net earnings in the nine months ending
March '94 of $9,559,000 or $1.11 per share, compared to
$4,197,000 or $.49 per share in the same period of the prior
year. Net earnings from operations in the nine months
ending March '94 excluding non-recurring gains or losses
<PAGE>8
were $6,795,000 or the equivalent of $.79 per share,
compared to $4,826,000 or the equivalent of $.56 per share
in the same period of the prior year - an increase of 41
percent.
<PAGE>9
EXHIBIT 2
[Letterhead of
Pro-Fac Cooperative, Inc.]
June 9, 1994
Board of Directors
Curtice-Burns Foods, Inc.
90 Linden Place
Rochester, New York 14603
Dear Directors:
I write on behalf of the Pro-Fac Board of Directors to
confirm that, in the event of the sale of Curtice Burns to a
third party, Pro-Fac will vigorously enforce its rights to
one half the net proceeds of such transaction. In light of
Pro-Fac's clear right to a profit split and the joint
venture relationship that has operated and grown the Curtice
Burns business for over thirty years using Pro-Fac's equity,
facilities and other resources, Curtice Burns cannot
lawfully organize a sale to claim all the profit of such
transaction for itself.
Sincerely,
Roy A. Myers
General Manager
ram/pm
cc: Alan C. Stephenson, Cravath, Swaine & Moore
Joseph D. Gatto, Goldman Sachs & Co.
Price Blackford, Donaldson, Lufkin & Jenrette
Dennis Hersch, Davis Polk & Wardwell
