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 11, 1996
GRIST MILL CO.
(Exact name of registrant as specified in charter)
Delaware 0-13852 41-0474681
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
21340 Hayes Avenue, Lakeville, Minnesota 55044
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (612) 469-4981
(Former name or former address, if changed since last report)
Not applicable
Item 5. Other Events
The Board of Directors of Grist Mill Co. on May 22, 1996 declared a dividend
distribution of one Common Share Purchase Right on each outstanding share of
common stock of the Company. Each Right will entitle shareholders to buy
one-half of a share of common stock of the Company at an initial exercise price
of $30 per whole share. The Rights will become exercisable if a person or group
acquires beneficial ownership of 15% or more of the common stock of the Company
or announces a tender or exchange offer for 15% or more of the common stock.
The Rights are designed to assure that all shareholders of the Company receive
fair and equal treatment in the event of any proposed takeover of the Company
and to guard against partial tender offers, open market accumulations and other
tactics designed to gain control of the Company without paying fair value to all
shareholders.
If a person or group acquires beneficial ownership of 15% or more of the
outstanding common stock of the Company, each Right will entitle its holder to
purchase, at an adjusted exercise price, a number of shares of common stock of
the Company having a market value at that time of twice the adjusted exercise
price, or, if the number of shares of common stock then available for purchase
from the Company is not sufficient to permit such exercise in full by the
holders of all exercisable Rights, each Right will entitle its holder to
purchase, at par value (presently $.10) per whole share, such holder's pro rata
portion of such available shares of common stock. Rights held by the 15% holder
will become void and will not be exercisable to purchase shares at the bargain
purchase price.
The dividend distribution was paid to shareholders of record on June 11, 1996.
The Rights will expire on May 22, 2006. The Rights distribution is not a taxable
event to shareholders. Additional details of the Rights distribution will be
contained in a letter to be mailed to shareholders.
Item 7. Exhibits
Exhibit 4. Shareholder Rights Agreement Incorporated by
dated May 22, 1996 between the reference to Exhibit 1
Company and Norwest Bank to Grist Mill Co.'s
Minnesota N.A. as Rights Agent Form 8-A dated June 6,
1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRIST MILL CO.
By: /s/ Daniel J. Kinsella
Daniel J. Kinsella
Vice President and
Chief Financial Officer
DATED: June 12, 1996
