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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
JUNE 26, 1998
(Date of Report)
UNIVERSAL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 1-7626 39-0561070
(State or other (Commission File (IRS Employer
jurisdiction of Number) ID Number)
incorporation)
433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
(Address of principal executive offices)
(414) 271-6755
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 25, 1998, Universal Foods Corporation issued a Press Release
announcing the adoption of the Board of Directors of a new Share Purchase Rights
Plan to replace its Shareholders' Rights Plan and the declaration of a quarterly
cash dividend. A copy of said Press Release is attached hereto as Exhibit 99.1
and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Press release announcing adoption of Share Purchase
Rights Plan, termination of Shareholders' Rights
Plan, and declaration of quarterly cash dividend.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
UNIVERSAL FOODS CORPORATION
(Registrant)
By: /s/ John L. Hammond
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John L. Hammond
Vice President, Secretary and
General Counsel
Date: June 26, 1998
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UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
<TABLE>
<CAPTION>
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
- ------- ----------- --------- --------
<S> <C> <C> <C>
99.1 Press release announcing adoption of Share X
Purchase Rights Plan, termination of
Shareholders' Rights Plan, and declaration of
quarterly cash dividend.
</TABLE>
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Exhibit 99.1
UNIVERSAL FOODS CORPORATION
NEWS RELEASE FOR IMMEDIATE RELEASE
Contact: Steve Cordier
(414) 347-3868
UNIVERSAL FOODS CORPORATION DECLARES QUARTERLY
DIVIDEND AND ADOPTS NEW SHAREHOLDER RIGHTS PLAN
MILWAUKEE (June 25, 1998) --- Universal Foods Corporation (NYSE: UFC)
announced today that its Board of Directors has declared a dividend distribution
of one Share Purchase Right for each outstanding share of common stock, which
will replace its current rights plan scheduled to expire on September 30, 1998.
The terms of the new rights plan have substantially the same purpose and effect
as the current plan.
The Board of Directors today also declared a quarterly dividend of
$.1325 per share, adjusted for the 2-for-1 stock split distributed to
shareholders on May 22, 1998. The cash dividend will be paid on September 1,
1998 to shareholders of record on August 6, 1998. In connection with the
issuance of the new Share Purchase Rights, the Company will apply $.005 of the
$.1325 per share dividend to redeem each of the existing share purchase rights
on August 6, 1998.
Universal Foods' Chairman, President and Chief Executive Officer
Kenneth P. Manning stated, "The Rights are designed to assure that all of
Universal Foods' shareholders will receive fair and equal treatment in the event
of any proposed takeover of the Company. They are intended to guard against
abusive takeover tactics and should encourage anyone seeking to acquire the
Company to first negotiate with the Company's Board of Directors. The Board of
Directors is not aware of any efforts to acquire the Company."
The Rights will be exercisable only if a person or group acquires 20%
or more of Universal Foods' common stock or announces a tender offer which would
result in ownership by a person or group of 20% or more of the common stock. If
Universal Foods is acquired in a merger or other business combination
transaction after a person or group has acquired 20% or more of the Company's
outstanding common stock, each Right will entitle its holder (other than such
person or members of such group, whose Rights will become void) to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price. In addition, if a
person or group acquires 20% or more of Universal Foods' outstanding common
stock, each Right will entitle its holder (other than such person or members of
such group, whose Rights will become void) to purchase, at the Right's
then-current exercise price, a number of Universal Foods' common shares having a
market value of twice such price.
Following the acquisition by a person or group of beneficial ownership
of 20% or more of the Company's common stock and prior to an acquisition of 50%
or more of the common stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or members of such group), in whole or
in part, at an exchange ratio of one common share (or one-thousandth of a share
of a new series of participating cumulative preferred stock) per Right.
Prior to the acquisition by a person or group of beneficial ownership
of 20% or more of the Company's common stock, the Rights are redeemable for one
cent per Right at the option of
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the Board of Directors.
The Board of Directors is also authorized to reduce the 20% thresholds
referred to above to not less than 10%.
The dividend distribution of the new rights will be made on August 6,
1998 to holders of common shares on August 6, 1998. The Rights will expire on
September 30, 2008. The Rights distribution is not taxable to shareholders.
Details of the rights distribution are contained in a "Summary of
Rights to Purchase Shares," which will be mailed to all shareholders of record
on August 6, 1998.
Universal Foods is an industrial marketer of high-performance
ingredients and ingredient systems that add functionality to foods and other
applications, giving distinction to customers' products worldwide. The company's
technical expertise includes flavors, flavor enhancers and other bioproducts,
colors, yeast and dehydrated vegetables.
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433 East Michigan Street Milwaukee, WI 53202-5106
