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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-7626
UNIVERSAL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0561070
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
433 East Michigan Street, Milwaukee, Wisconsin 53202
(Address of principal executive offices)
Registrant's telephone number, including area code: (414) 271-6755
NONE
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
Registrant was required to file such reports) and (2) has been subject to
such filing requirements for at least the past 90 days. Yes X
No
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock as of the latest practicable date.
Class Outstanding at June 30, 1994
Common Stock, par value $0.10 per share 26,044,040 shares
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<PAGE>
The undersigned Registrant hereby amends Item 5 of its
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994
to read in its entirety as follows:
Item 5. OTHER INFORMATION
a. Sale of Stock
On August 1, 1994, the Company consummated the sale of its frozen
foods business (the "Division") to ConAgra, Inc., a Delaware
corporation ("ConAgra"). The transaction took the form of the sale
of the stock of Universal Frozen Foods Co., a subsidiary of the
Company (the "Subsidiary"), pursuant to a Stock Purchase Agreement,
dated as of April 15, 1994, among ConAgra, the Company and
Universal Holding, Inc. (the "Stock Purchase Agreement"). The
parties amended the Stock Purchase Agreement pursuant to a First
Amendment to Stock Purchase Agreement, dated as of December 21,
1994 (the "First Amendment"), among ConAgra, the Company and
Universal Holding, Inc. (the Stock Purchase Agreement as amended,
the "Amended Stock Purchase Agreement"). There is no material
relationship between ConAgra and the Company or any of its
affiliates, directors or officers or any of their associates.
The Division produced frozen potato products for U.S. and
international markets. It was headquartered in Boise, Idaho and
operated processing facilities in Idaho, Oregon and Washington,
employing approximately 2,000 people. Under the Amended Stock
Purchase Agreement, the cash purchase price for the Division was
$202,000,000. Of such amount, $163,000,000 was paid on August 1,
1994 and the balance was paid December 21, 1994. Among other
things, the First Amendment eliminated earnout consideration that
was to be payable over a five-year period. In connection with the
transaction, the Company also agreed to make an election under
Section 338(h)(10) of the Internal Revenue Code of 1986 to treat
the sale of stock of the Subsidiary as a sale of all of the assets
of the Subsidiary for federal income tax purposes and state income
tax purposes.
The foregoing summary description of the terms of the transaction
is qualified in its entirety by reference to the Stock Purchase
Agreement, attached as Exhibit 2 hereto, and to the First
Amendment, attached as Exhibit 2A hereto, which exhibits are
incorporated by reference herein.
The foregoing description is included herein in lieu of reporting
the transaction on a Form 8-K Current Report.
b. Financial Statement and Pro Forma Information
The following unaudited Pro Forma Condensed Consolidated Balance
Sheet as of June 30, 1994 and the Pro Forma Condensed Consolidated
Statements of Income for the 9 month period then ended and the
year ended September 30, 1993 give effect to the sale of the
Company's frozen foods business. The adjustments related to the
Pro Forma Condensed Consolidated Balance Sheet assume the
transaction was consummated at June 30, 1994, while the adjustments
to the Pro Forma Condensed consolidated Income Statements assume
the transaction was consummated at the beginning of the period
presented. The actual sale occurred on August 1, 1994. The pro
forma information is based on the historical financial statements
for the Company which have been adjusted to reflect the
discontinued operations. These unaudited Pro Forma Condensed
Consolidated Financial Statements are not necessarily indicative of
the results that actually would have occurred if the sale had been
in effect as of and for the periods presented, or what may be
achieve by the Company's continuing operations in the future. The
unaudited Pro Forma Condensed Consolidated Financial Statements
should be reviewed in conjunction with the Company's historical
financial statements and notes thereto, contained in the Company's
annual report on form 10-K for the year ended September 30, 1993.
<PAGE>
UNIVERSAL FOODS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1994
(000'S OMITTED)
(UNAUDITED)
(a)
Consolidated Pro Forma Pro Forma
6-30-94 Adjustments Consolidated
CURRENT ASSETS:
Cash and cash equivalents $ 46,369 $ 100,000 (b) $146,369
Trade accounts receivable 115,708 (21,867) 93,841
Inventory:
Finished and in-process products 131,855 (37,270) 94,585
Raw materials and supplies 47,857 (6,300) 41,557
Prepaid expenses and other
current assets 40,025 (9,186) 30,839
--------- --------- ---------
TOTAL CURRENT ASSETS 381,814 25,877 407,191
INVESTMENTS AND OTHER ASSETS 36,070 (514) 35,556
INTANGIBLES 109,862 (16,952) 92,910
PROPERTY PLANT AND EQUIPMENT:
Cost:
Land and buildings 136,681 (29,104) 107,577
Machinery and equipment 382,305 (103,755) 278,550
-------- --------- --------
518,986 (132,859) 386,127
Less accumulated depreciation 219,005 (47,604) 171,401
--------- --------- --------
299,981 (85,255) 214,726
--------- --------- --------
TOTAL ASSETS $827,727 $ (77,344) $750,383
========= ========= ========
CURRENT LIABILITIES:
Short-term borrowings $ 73,288 $ (68,000)(b) $5,288
Accounts payable, accrued expenses
and other liabilities 137,424 (22,039) 115,385
Federal and state income taxes 15,719 26,000 (c) 41,719
Current maturities on
long-term debt 4,827 4,827
-------- --------- --------
TOTAL CURRENT LIABILITIES 231,258 (64,039) 167,219
DEFERRED INCOME TAXES 20,127 20,127
OTHER DEFERRED LIABILITIES 19,722 19,722
ACCRUED EMPLOYEE AND RETIREE BENEFITS 40,139 (2,305) 37,834
LONG-TERM DEBT 194,132 (34,000)(b) 160,132
SHAREHOLDERS' EQUITY
Common Stock 2,698 2,698
Additional paid-in capital 80,179 80,179
Earnings reinvested in the business 273,224 23,000 296,224
--------- --------- --------
356,101 23,000 379,101
Less: Treasury stock, at cost 25,992 25,992
Other 7,760 7,760
--------- --------- --------
322,349 23,000 345,349
--------- --------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $827,727 $ (77,344) $750,383
========= ========= ========
(a) - Universal Foods consolidated is adjusted by Universal Frozen Foods
balances as of June 30, 1994 on a line by line basis.
(b) - As of the date of this balance sheet, the estimated proceeds would
have been approximately $202 million and is used to reduce short
term and long term debt with the balance reflected as an increase
in cash.
(c) - Estimated income tax liability resulting from the sale transaction.
<PAGE>
UNIVERSAL FOODS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED JUNE 30, 1994
(000's omitted, except Per Share Data)
(UNAUDITED)
(a)
Consolidated Pro Forma Pro Forma
6-30-94 Adjustments Consolidated
Total Revenue $707,340 $(214,085) $493,255
Cost of Goods Sold 470,072 (159,814) 310,258
-------- ---------- ---------
Gross Profit 237,268 (54,271) 182,997
Selling and Administrative Expenses 154,899 (40,132) 114,767
-------- ---------- ---------
Operating Income 82,369 (14,139) 68,230
Interest Expense 11,702 (2,231)(b) 9,471
-------- ---------- ---------
Earnings Before Income Taxes 70,667 (11,908) 58,759
Income Taxes 26,323 (4,436) 21,887
-------- ---------- ---------
Earnings Before Accounting Changes $ 44,344 $ (7,472) $ 36,872
======== ========== =========
Weighted Average Number of
Common Shares Shares Outstanding 26,159 26,159
======== =========
Earnings Per Common Share:
Earnings Before Accounting
Changes $1.70 $1.41
======== =========
(a) - Universal Foods consolidated is adjusted by Universal Frozen
Foods for the period ending June 30, 1994 on a line by line
basis.
(b) - Reflects the interest expense impact related to Universal Foods
reduction of average short term debt of approximately $67
million for the period ending June 30, 1994.
<PAGE>
UNIVERSAL FOODS CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 1993
(000's omitted, except Per Share Data)
(UNAUDITED)
(a)
Consolidated Pro Forma Pro Forma
9-30-93 Adjustments Consolidated
Total Revenue $891,566 $(266,572) $624,994
Cost of Goods Sold 589,735 (192,866) 396,869
-------- ---------- ---------
Gross Profit 301,831 (73,706) 228,125
Selling and Administrative Expenses 196,102 (49,951) 146,151
-------- ---------- ---------
Operating Income 105,729 (23,755) 81,974
Interest Expense 15,172 (2,328)(b) 12,844
-------- ---------- ----------
Earnings Before Income Taxes 90,557 (21,427) 69,130
Income Taxes 33,959 (8,035) 25,924
-------- ---------- ---------
Earnings Before Accounting Changes $ 56,598 $ (13,392) $ 43,206
======== ========== =========
Weighted Average Number of
Common Shares Shares Outstanding 26,350 26,350
======== =========
Earnings Per Common Share:
Earnings Before Accounting
Changes $2.15 $1.64
===== =====
(a) - Universal Foods consolidated is adjusted by Universal Frozen
Foods for the period ending September 30, 1993.
(b) - Reflects the interest expense impact related to Universal Foods
reduction of average short term debt of approximately $66 million
for the period ending September 30, 1993.
<PAGE>
The undersigned Registrant hereby amends Item 6 of its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1994 to read
in its entirety as follows:
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 2 - Stock Purchase Agreement, dated as of April 15,
1994, among ConAgra, Inc., Universal Foods
Corporation and Universal Holding, Inc.
Exhibit 2A - First Amendment to Stock Purchase Agreement, dated
as of December 21, 1994, among ConAgra, Inc.,
Universal Foods Corporation and Universal Holding,
Inc.
(b) No reports on Form 8-K were required to be filed during the quarter
ended June 30, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
UNIVERSAL FOODS CORPORATION
Date: December 29, 1994 By: /s/ Richard F. Hobbs
Richard F. Hobbs
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2 Stock Purchase Agreement, dated as of April 15, 1994, among
ConAgra, Inc., Universal Foods Corporation and Universal
Holding, Inc. (previously filed)
2A First Amendment to Stock Purchase Agreement, dated as of
December 21, 1994, among ConAgra, Inc., Universal Foods
Corporation and Universal Holding, Inc.
EXHIBIT 2A
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST AMENDMENT, ("Amendment"), dated as of December 21, 1994, among
ConAgra, Inc., a Delaware corporation ("Purchaser"), Universal Foods
Corporation, a Wisconsin corporation ("Parent"), and Universal Holdings,
Inc., a Nevada corporation ("Seller").
RECITALS:
(a) The parties hereto are parties to a certain Stock Purchase
Agreement dated as of April 15, 1994, (the "Agreement").
(b) The parties hereto desire to amend the Agreement hereinafter set
forth.
AGREEMENT:
NOW THEREFORE, in consideration of the recitals and in further
consideration of the mutual covenants and agreements herein contained, the
parties hereto agree as follows:
1. Amendment - Section 2 (Consideration). Section 2 of the
Agreement is hereby amended by deleting the first sentence in its entirety
and substituting therefore the following:
"As consideration for the Company Stock, Purchaser shall
pay to Seller in accordance with the terms and conditions
set forth herein, an amount equal to the Base
Consideration."
2. Amendment - Section 3 (Base Consideration). Section 3 of the
Agreement is hereby amended by deleting such Section in its entirety and
substituting therefore the following:
"The Base Consideration shall be an amount equal to
$202,000,000. One hundred sixty-three million dollars
($163,000,000) of the Base Consideration shall be paid at
Closing. The balance shall be paid on December 21, 1994."
3. Amendment - Section 4 (Earnout Consideration). Section 4 of the
Agreement is hereby amended by deleting such Section in its entirety,
including Subsections 4.1, 4.2, 4.3 and 4.4.
4. Amendment - Section 6 (Post-Closing Matters). Section 6 of the
Agreement is hereby amended by deleting such Section in its entirety,
including Subsections 6.1, 6.2, 6.3, 6.4 and 6.5. Notwithstanding such
amendment, the parties hereto agree that Seller and/or Parent shall pay
all of the fees, costs and expenses of Deloitte & Touche.
5. Amendment - Section 7.12 (Conduct of Business). Section 7.12 of
the Agreement is hereby amended by deleting subparts 7.12.1, 7.12.7 and
7.12.9 in their entirety and substituting therefor the following:
"7.12.1 The operations of the Company have been conducted
and carried on in the ordinary course consistent
with its past practices.
7.12.7 There has been no material adverse change in or
with respect to the operations, assets,
management, liabilities or business of the
Company or with the relations of the Company with
its respective employees, creditors, customers,
suppliers and others having business
relationships with it and, to the knowledge of
Seller and Parent, no state of facts exists which
may reasonably be expected to give rise to any
such material adverse change.
7.12.9 There has been no change by the Company in any
method of tax accounting."
6. Amendment - Section 15.6 (Limitations). Subparts 15.6.1, 15.6.2
and 15.6.3 of Section 15.6 of the Agreement are hereby amended by deleting
references in such Subsections to Section 4.4.2 and 6.4. In addition,
Subsection 15.6.3 of Section 15.6 is hereby further amended by deleting
the reference in such subsection to the words "the then remaining Earnout
Consideration" and substituting therefore "Ten Million Dollars
($10,000,000).
7. Waiver of Liability. As inducement to the execution of this
Amendment, the Purchaser hereby agrees to waive any breach of the
representations and warranties contained in Section 7 of the Agreement
(and any indemnification claim pursuant to Section 15.1 with respect to
any such breach of representation or warranty) relating to, arising from,
or resulting from, the statement of operations and financial statements as
described in Section 7.10 (Financial Statements).
8. Tax Sharing Agreement. The parties acknowledge that they are
not aware of any tax sharing or similar agreement existing on or prior to
Closing between or among the Company (as defined in the Agreement) and
Parent and/or Seller. The parties further acknowledge and agree that any
such agreement shall not be enforced or effective against the Company and
that the provisions of the Agreement supersede any such agreement.
Subject to waivers set forth herein, the Stock Purchase Agreement is
hereby reaffirmed by the parties hereto subject to the amendments
contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first above written.
CONAGRA, INC.
By: /s/ Stephen L. Key
Its: Executive Vice President
UNIVERSAL FOODS CORPORATION
By: /s/ Kenneth P. Manning
Its: President
UNIVERSAL HOLDINGS, INC.
By: /s/ Elizabeth Jadin
Its: President
