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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: APRIL 13, 1998
(Date of earliest event reported)
GRIST MILL CO.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-13852 41-0974681
(Commission File Number) (I.R.S. Employer Identification Number)
21340 HAYES AVENUE, LAKEVILLE, MN 55044-0430
(Address of principal executive offices) (Zip Code)
(612) 469-4981
(Registrant's telephone number, including area code)
NO CHANGE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a tender offer which commenced on March 17, 1998 and closed on
April 13, 1998 (the "Tender Offer"), IHF/GM Acquisition Corporation, a Delaware
corporation ("Purchaser"), a direct wholly owned subsidiary of IHF/GM Holding
Corporation, a Delaware corporation ("Parent"), and an indirect wholly owned
subsidiary of International Home Foods, Inc., a Delaware corporation ("IHF"),
acquired 6,198,840 shares of the Registrant's outstanding common stock, par
value $.10 per share (the "Common Stock"), including the associated stock
purchase rights (together with the shares of Common Stock, the "Shares"), at a
purchase price per Share of $14.50, net to the seller in cash, for a total
purchase price of $89,883,180. The Shares acquired by Purchaser in the Tender
Offer represented approximately 90.3% of the Shares outstanding at such time.
Subject to the terms of the Agreement and Plan of Merger dated as of March
10, 1998, among Purchaser, Parent, IHF and Registrant (the "Merger Agreement"),
shares of Common Stock not tendered in the Tender Offer were converted into a
right to receive $14.50 per share pursuant to a second step "short-form" merger
between Purchaser and Registrant pursuant to the provisions set forth in
Section 253 of the General Corporation Law of the State of Delaware (the
"Merger"). Pursuant to the Merger, Purchaser merged with and into Registrant
on April 17, 1997, and the Registrant became a direct wholly owned subsidiary
of Parent and an indirect wholly owned subsidiary of IHF.
Purchaser obtained the funds to finance the Offer and the Merger through
capital contributions provided by IHF from borrowings under the Senior Secured
Revolving Credit Facility (the "Revolving Credit Facility") under the Credit
Agreement dated as of November 1, 1996, as amended and restated as of November
21, 1997, among IHF, the several banks and other financial institutions or
entities from time to time parties thereto (collectively, together with the
documentation agent, syndication agent and administrative agent, the
"Lenders"), Morgan Stanley Senior Fundings, Inc., as documentation agent,
Bankers Trust Company, as syndication agent, and The Chase Manhattan Bank, as
administrative agent (the "Financing Facility"). Under the Revolving Credit
Facility, the Lenders provide revolving loans to IHF and the issuance of
letters of credit for the account of IHF in an aggregate principal and stated
amount at any time not to exceed $200 million.
Loans under the Revolving Credit Facility are available until the earlier
of (a) May 31, 2004 and (b) the date on which the loans under certain other
facilities provided under the Financing Facility mature or are repaid in full.
The obligations of IHF under the Financing Facility are guaranteed by each of
IHF's direct and indirect domestic subsidiaries (collectively, the
"Guarantors"). In addition, the Financing Facility is secured by first
priority or equivalent security interests in (i) all the capital stock of, or
other equity interests in, each direct or indirect domestic subsidiary of IHF
and 65% of the capital stock of, or other equity interests in, each direct
foreign subsidiary of IHF, or any of its domestic subsidiaries and (ii) all
tangible and intangible assets (including, without limitation, intellectual
property and owned real property) of IHF and the Guarantors. Borrowings under
the Revolving Credit Facility bear interest based on, at IHF's option, either
the London Interbank Offered Rate or an alternative base rate, plus a variable
margin presently at 0.50%.
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Pursuant to the Merger Agreement, upon the purchase by Purchaser pursuant
to the Offer of a majority of the outstanding Shares, Mr. Bolander and Ronald
K. Zuckerman resigned from the Board of Directors of Registrant, the Board of
Directors of Registrant was expanded from four to six members and the vacancies
created thereby were filled by appointment of John Bess, Alan Menkes, Dean
Metropoulos, and Michael Dion. Roger L. Weston and Charles H. Perlman
continued to serve as directors of the Registrant until the effective time of
the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
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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.
GRIST MILL CO.
Dated: April 17, 1998 By: /s/ DANIEL J. KINSELLA
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Daniel J. Kinsella
Chief Financial Officer and Vice President
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.3 Agreement and Plan of Merger dated March 10, 1998, among IHF,
Parent, Purchaser and the Registrant (incorporated herein by
reference to Exhibit (c)(2) to the Schedule 14D-1 dated
March 17, 1998, as amended).
</TABLE>
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