Exhibit Index at Page 3
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 (Date of earliest event reported): May 2, 2000
GENESEE CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-1653 16-0445920
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
445 St. Paul Street, Rochester, New York 14605
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 546-1030
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Item 5. Other Events.
Genesee Corporation issued a news release on May 2, 2000, which is
filed with this report as Exhibit 99.
Item 7. Exhibits.
An exhibit filed with this report is identified in the Exhibit Index
at 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.
Genesee Corporation
Date: May 2, 2000 By /s/Mark W. Leunig
Mark W. Leunig, Vice President and Secretary
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EXHIBIT INDEX
Page
Exhibit 99 News Release Dated May 2, 2000 4
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EXHIBIT 99
FOR IMMEDIATE RELEASE CONTACT: Mark W. Leunig
Director of Investor Relations
(716) 263-9440
GENESEE CORPORATION ANNOUNCES TERMINATION OF AGREEMENT TO SELL BREWING
SUBSIDIARY
ROCHESTER, NEW YORK, May 2, 2000 -- Genesee Corporation (NASDAQ/NMS:
GENBB) today announced that its Genesee Brewing Company subsidiary has
terminated the Asset Purchase Agreement with the owners of City Brewing Company
that Genesee Brewing Company entered into in December, 1999. Under the terms of
the agreement, the transaction was to have closed on or before March 15, 2000.
The agreement was terminated because certain conditions set forth in the
agreement were not met.
"We believe that the interests of our shareholders will be better
served by terminating the agreement, which will allow management to focus on our
brewing business during the critical summer selling season", said Tom Hubbard,
president and chief executive officer of Genesee Corporation. Terminating the
agreement will also allow the corporation to explore other strategic
alternatives for its brewing business. "While we work to improve the performance
of our brewing business, we will also continue to explore strategic
alternatives, including a possible management-led buyout of the brewing
business", said Mr. Hubbard.
"Although we are disappointed that the transaction did not close, we are
very encouraged by the progress we have made in our plan to return the Brewery
to profitability and growth. Since last summer, we have been implementing a
turnaround plan that has already generated approximately $8 million in
annualized cost reductions and productivity improvements", said Mr. Hubbard.
"And the turnaround plan calls for additional actions that will generate further
cost and productivity improvements", said Mr. Hubbard.
Genesee Brewing Company, the nation's fifth largest brewer, has undertaken
an aggressive program to improve productivity, increase profitability and
strengthen its image as a quality regional brewer. In December 1999, Genesee
brought back its celebrated 12 Horse Ale brand. Consumer response to the
reintroduction of 12 Horse Ale has been very favorable and the brand will be
supported with a promotional campaign this spring that will include radio and
outdoor advertising. Genesee is working to reinvigorate the Genesee Beer, Genny
Light and Genny Cream Ale brands with promotional campaigns slated to begin this
summer. The company is also exploring a visitor/hospitality center and company
store at the Brewery's historic and scenic facility overlooking the High Falls
of the Genesee River.
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Genesee Brewing Company's operating performance for the first nine
months of fiscal 2000, exclusive of the $1.7 restructuring charge announced last
August, showed a $2 million improvement over the prior year. "We anticipate
further progress in the last quarter of the fiscal year", said Hubbard, "and we
are also encouraged by the improving volume trends for our Genesee family of
brands."
This news release contains forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements may include
statements about the operations, prospects and strategic alternatives for
Genesee Brewing Company, and statements about brewing industry trends and
conditions that may affect the performance or financial condition of the
Corporation and Genesee Brewing Company. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to
differ materially from those expressed in or implied by the statements. The most
important factors that could cause actual results to differ from the
expectations stated in these forward-looking statements include, among others,
the inability to implement strategic alternatives which successfully address the
declining sales and operating losses reported by Genesee Brewing Company; the
inability of Genesee Brewing Company and its distributors to develop and execute
effective marketing and sales strategies for Genesee Brewing Company's products;
the potential erosion of sales revenues and profit margins through continued
price stagnation, increased discounting or a higher proportion of sales in lower
margin brands and packages; the continuation of declining sales for the
specialty beer category; uncertainties due to the intensely competitive nature
of the beer industry; demographic trends and social attitudes that can reduce
beer sales; the continued growth in the popularity of import and nationally
advertised beers; increases in the cost of aluminum, paper packaging and other
raw materials; Genesee Brewing Company's inability to reduce manufacturing and
overhead costs to more competitive levels; changes in significant laws and
government regulations affecting sales, advertising and marketing of malt
beverage products; significant increases in federal, state or local beer or
other excise taxes; and the potential impact of beer industry consolidation at
both the brewer and distributor levels.
NOTE: Copies of Genesee Corporation press releases are available free of charge
by calling PRNewswire's Company News On Call at 800-758-5804, Extension 352775,
or on the Internet at http://www.prnewswire.com/cnoc.
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