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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 (date of earliest event reported): March 9, 1994
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INTERNATIONAL DAIRY QUEEN, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-6116 41-0852869
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(Commission File Number) (IRS Employer Identification No.)
7505 Metro Boulevard, Minneapolis, Minnesota 55439
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 830-0300
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N/A
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(Former name or former address, if changed since last report)
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Item 1. CHANGES IN CONTROL OF REGISTRANT.
On March 9, 1994, the families of John W. and Jane N. Mooty and
the family of Rudy Luther entered into an agreement pursuant to which
members of the Mooty families agreed not to sell or otherwise transfer
any of their shares of Class B Common Stock ("Class B Stock") of the
Registrant without first offering such stock to the Luther family and
the Luther family agreed not to sell or otherwise transfer any of
their shares of the Class B Stock without first offering such stock to
the Mooty families. The members of the Mooty families who are parties
to the agreement own approximately 2,530,000 shares of Class B Stock
and the members of the Luther family who are parties to the agreement
own approximately 2,310,000 shares of the Class B Stock.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: None.
(c) Exhibits:
(1) Agreement dated March 9, 1994 by and among the families of
John W. and Jane N. Mooty and the family of Rudy Luther.
0261A
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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 behalf of the undersigned
thereunto duly authorized.
Dated: March 24, 1994 INTERNATIONAL DAIRY QUEEN, INC.
By /s/ Michael P. Sullivan
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Michael P. Sullivan
President
0261A
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AGREEMENT
At the present time the parties to this Agreement are the owners of more
than fifty percent (50%) of the issued and outstanding Class B shares of
International Dairy Queen, Inc. (herein referred to as "Dairy Queen"). The
beneficial interest of all of such shares is either owned by Rudy Luther and his
issue or John W. and Jane N. Mooty and their issue. For convenience, the family
groups will be referred to below as "Rudy's Family" and as "John and Jane's
Family".
It is the desire of the two families that they enter into this Agreement in
order to ensure that no share of Class B common stock of Dairy Queen will be
sold, caused to be redeemed or otherwise transferred except in accordance with
the terms of this Agreement. Accordingly, in consideration of the mutual
covenants contained herein, the parties agree as follows:
1. None of the undersigned parties who are members of John and Jane's
Family will sell, cause to be redeemed or otherwise transfer any share of Class
B common stock of Dairy Queen except to a member of John and Jane's Family who
is a party to this Agreement or who subsequently agrees to be bound by the terms
of this Agreement unless such shares shall be first offered to Rudy's Family as
provided herein.
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2. None of the undersigned parties who are members of Rudy's Family will
sell, cause to be redeemed or otherwise transfer any share of Class B common
stock of Dairy Queen except to a member of Rudy's Family who is a party to this
Agreement or who subsequently agrees to be bound by the terms of this Agreement
unless such shares shall be first offered to John and Jane's Family as provided
herein.
3. The Family to which the shares are offered under paragraph 1 or 2
hereof shall have the option to either (1) exchange one share of Class A common
for the share of Class B common being offered or (2) to pay for the Class B
share being offered a cash price equal to the mean between the bid and the asked
price for the Class B shares on the day on which the shares are offered as
reported in the Wall Street Journal on the following day.
4. When any party decides he or she desires to sell, cause to be redeemed
or transfer a share of Class B common stock of Dairy Queen to other than a
qualified member of the same Family, the person desiring to sell, cause to be
redeemed or transfer shall by written notice notify the Designated Person in the
other Family of such desire and the Designated Person receiving the notice shall
within five (5) days of the receipt of the notice, advise the notifying party in
writing that the Family of the designee either (a) desires to acquire all of the
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shares sought to be transferred by an exchange for Class A shares of Dairy
Queen; or (b) desires to acquire all of the shares by cash payment; or (c)
desires to acquire part of the shares by a combination of the exchange for Class
A shares and cash; or (d) has no desire to purchase or exchange for the shares
proposed to be transferred.
In the event that no written response is furnished to the party offering to
transfer shares within the five (5) day period, it will be deemed that the
Family receiving the notice has no desire to acquire the shares.
In the event that option (a), (b), or (c) above is exercised, the
exercising party shall tender any Class A shares to be tendered or any cash to
be paid within ten (10) days of the exercise of such option.
5. The parties to this Agreement recognize that at certain times the
Class A shares have sold for a price that is greater than the price at which the
Class B shares were then trading and that at times the Class B shares have sold
for a price that is greater than the price at which the Class A shares were
trading but it is the desire of the parties that in the event shares of Class A
are exchanged for Class B pursuant to the terms of this Agreemnt that any
differential will be disregarded and the shares will be exchanged on a
one-for-one basis.
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6. The Designated Person for Rudy's Family shall be Rudy Luther until
such time as Rudy's Family shall name another Designated Person and the
Designated Person for John and Jane's Family shall be John Mooty until John and
Jane's Family shall name another Designated Person.
7. Each party to this Agreement owns the number of Class B shares set
forth opposite that party's name below.
8. This Agreement shall remain in force for ten (10) years unless
terminated sooner by mutual consent.
Dated this 9th day of March , 1994.
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Number of
Party Class B Shares
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/s/ Rudy Luther 1,631,850
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Rudy Luther
Michael P. Sullivan, Trustee of the
Rudy Luther Trust U/A dated December
20, 1976 f/b/o R. Dan Luther
/s/ Michael P. Sullivan 275,000
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Michael P. Sullivan Trustee.
Michael P. Sullivan, Trustee of the
Rudy Luther Trust U/A dated December
20, 1976 f/b/o Charles David Luther
/s/ Michael P. Sullivan 275,000
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Michael P. Sullivan Trustee.
/s/ Charles David Luther 65,000
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Charles David Luther
/s/ R. Dan Luther 65,581
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R. Dan Luther
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/s/ John W. Mooty 864,071
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John W. Mooty
John W. Mooty, Trustee of the GPMM&B/
JWM Retirement Trust U/A dated April
1, 1987.
/s/ John W. Mooty 9,543
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John W. Mooty Trustee.
/s/ Jane N. Mooty 571,336
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Jane N. Mooty
/s/ Barbara L. Glaser 402,668
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Barbara L. Glaser
/s/ Kenneth C. Glaser 259,718
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Kenneth C. Glaser
/s/ David N. Mooty 139,452
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David N. Mooty
/s/ Bruce W. Mooty 141,052
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Bruce W. Mooty
/s/ Charles W. Mooty 141,600
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Charles W. Mooty
6671E
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