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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934.
Date of Report (Date of Earliest event reported): September 25, 1997
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WSMP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 0-7277 56-0945643
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
CLAREMONT, NORTH CAROLINA 28610
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (704) 459-7626
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Item 1. Changes in Control of Registrant.
None.
Item 2. Acquisition or Disposition of Assets.
None.
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant.
None.
Item 5. Other Events.
WSMP, Inc. and Sagebrush, Inc. have signed a letter of intent pursuant
to which WSMP will acquire Sagebrush in a stock for stock merger of the two
companies. This transaction is subject to various conditions, including the
approval of WSMP and Sagebrush shareholders, and Sagebrush directors. The
exchange rate agreed upon by the parties is 0.324 shares of WSMP common stock
for each share of Sagebrush common stock.
Item 6. Resignations of Registrant's Directors.
None.
Item 7. Financial Statements and Exhibits.
(a) None.
(b) None.
(c) Exhibits:
Exhibit 10.1 Letter of Intent between WSMP, Inc. and
Sagebrush, Inc. dated September 25, 1997
Exhibit 99.1 Press Release announcing Letter of Intent
dated September 26, 1997
Exhibit 99.2 Press Release concerning exchange rate dated
September 26, 1997
Item 8. Change in Fiscal Year.
None.
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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.
WSMP, INC.
/s/ MATTHEW V. HOLLIFIELD
----------------------------------------
MATTHEW V. HOLLIFIELD
Vice-President of Finance, Treasurer
and Principal Financial Officer
October 1, 1997
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EXHIBIT 10.1
[WSMP LOGO]
A Food Service Company
September 25, 1997
Sagebrush, Inc.
3238 West Main Street
Claremont, North Carolina 28616
Attention: Mr. Charles F. Connor, Jr.
Chairman of the Board
-and-
Mr. L. Dent Miller
President
Gentlemen:
This will confirm our understanding concerning the proposed exchange of
shares between WSMP, Inc. ("WSMP") and the shareholders of Sagebrush, Inc.
("Sagebrush") by which WSMP will issue 0.3214 shares of its common stock (the
"WSMP Stock") to the Sagebrush shareholders for each of the 6,071,200 shares of
the Sagebrush common stock outstanding (the "Sagebrush Stock"). This exchange of
shares (hereinafter, the "Transaction") shall be diligently pursued by the
parties until the Transaction is consummated or negotiations with respect
thereto are terminated. This letter does not contain all matters upon which
agreement be reached in order for the Transaction to be consummated, but is
intended solely as an outline of certain material provisions. The terms of our
understanding are as follows:
1. The exchange rate for the Sagebrush Shares is based upon a valuation of
WSMP Shares at $17.50 per share, and Sagebrush Shares at $5.625 per
share.
2. Matters concerning possible future service to WSMP by Messrs. Connor
and Miller are intentionally omitted herefrom, pending a review by them
of future plans and expectations. Both officers shall enter into
Non-Competition Agreements concerning their employments and livelihoods
after the completion of any service to Sagebrush or WSMP, as the case
may be.
3. The Transaction is subject to WSMP receiving assurances sufficient to
itself that the Transaction may be accounted for, for financial
reporting purposes, as a pooling of interests transaction.
4. The Transaction is subject to the approval of WSMP's Board of
Directors.
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Sagebrush, Inc.
Messrs. Connor and Miller
September 25, 1997
Page 2
5. The Transaction is subject to approval of Sagebrush's Board of
Directors and Sagebrush's shareholders, and receipt by the
Board of Directors of a fairness opinion acceptable to it.
6. The Transaction is subject to the consent of WSMP's lenders.
7. The Transaction is subject to satisfactory findings from our
due diligence review.
8. The parties shall announce their intent in a joint press release
attached hereto. The parties shall cooperate in connection with any
further press releases related to the Transaction, and each party will
give the other party reasonable prior notice of any press release it
intends to release.
9. The parties shall agree upon a timetable for the Transaction and the
filing of a registration statement (the "Registration Statement") in
the office of the Securities and Exchange Commission (the "SEC"). Such
Registration Statement, covering the acquisition of the Sagebrush
Shares and the issuance of WSMP Shares will be carefully prepared by
WSMP with the cooperation of its legal and accounting advisors, and
Sagebrush. The Registration Statement shall be in such form as shall
comply in all material respects with the Securities Act of 1933, as
amended (the "Act"), and shall, as amended, and when the same becomes
effective, conform fully to the requirements of the Act. No filing will
be made with the SEC to which WSMP or its counsel have reasonable
objections. WSMP will comply with the applicable Blue Sky requirements.
Following your signature, the parties will cause their respective
officers, employees, counsel, agents, accountants, and other representatives
working on the Transaction to cooperate with each other with respect to the
Transaction until the Transaction is consummated or negotiations with respect
thereto are terminated.
Following your signature, until the Transaction is consummated
or negotiations with respect thereto are terminated, each party will afford to
the officers, employees, counsel, agents, investment bankers, accountants, and
other representatives of the other party working on the Transaction and lenders
and prospective lenders of each party free and full access to its restaurants,
properties, books, and records, will permit them to make extracts
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Sagebrush, Inc.
Messrs. Connor and Miller
September 25, 1997
Page 3
from and copies of such books and records, and will from time to time furnish
them such additional financial and operating data and other information as its
financial condition, results of operations, business, properties, assets,
liabilities, or future prospects as they from time to time may request. Each
party will cause its independent certified public accountants, Deloitte &
Touche, LLP ("Deloitte") to make available to the other party the work papers
relating to any audit of its financial statements. Each party will allow the
other party to do any environmental testing or other physical examinations of
assets and properties that are reasonable and necessary for its due diligence
review.
Each party shall insure that all confidential information which such
party or any of its respective officers, directors, employees, counsel, agents,
investment bankers, or accountants and, in the case of WSMP, its lenders, or
prospective lenders may now possess or may hereafter create or obtain relating
to the financial condition, results of operations, business, properties, assets,
liabilities, or future prospects of the other party, any affiliate of the other
party, or any customer or supplier of such other party or any such affiliate
shall not be published, disclosed, or made accessible by any of them to any
other person or entity at any time or used by any of them, in each case without
the prior written consent of the other party; provided, however, that the
restrictions of this sentence shall not apply (a) as may otherwise be required
by law, (b) as may be necessary or appropriate in connection with the
enforcement of this Agreement, (c) to the extent such information shall have
otherwise become publicly available, or (d) as to WSMP, to disclosure by or on
its behalf to lenders, or prospective lenders or to others whose consent may be
required or desirable in connection with obtaining the financing or consents
which are required or desirable to consummate the Transaction. Each party shall,
and shall cause all of such other persons and entities who received confidential
data from it to, deliver to the other party all tangible evidence of such
confidential information to which the restrictions of the foregoing sentence
apply at such time as negotiations with respect to the Transaction are
terminated before the parties enter into any formal agreement as contemplated by
this letter of intent.
It is understood that this is a letter of intent only and while the
parties hereto agree in principle to the contents hereof and agree to proceed in
good faith to work out the details of the Transaction, neither of them shall
have any legal obligation to the other as a result of this letter (other than
those obligations contained in this paragraph or the preceding paragraph of this
letter, and the obligations contained in the preceding paragraph and the last
sentence of this paragraph shall continue to apply
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Sagebrush, Inc.
Messrs. Connor and Miller
September 25, 1997
Page 4
after negotiations with respect to the Transaction are terminated). Accordingly,
except as set forth in the preceding sentence, this letter does not constitute a
binding agreement nor does it constitute an agreement to enter an agreement and
the terms hereof are subject to the execution and delivery of formal agreements.
This letter may not be assigned by either of the parties hereto. Neither party
shall be responsible for any of the other's expenses in connection with the
negotiations, documents, or transactions contemplated hereby.
If this letter accurately reflects our understanding, please so
indicate by signing the original and duplicate of this letter, and returning a
full executed copy to me, so that we can promptly commence work on the formal
documents relating to the Transaction.
Very truly yours,
WSMP, Inc.
By:/s/ Matthew V. Hollifield
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Matthew V. Hollifield
Accepted and agreed to
September 25th, 1997.
SAGEBRUSH, INC.
By: /s/ Charles F. Connor, Jr.
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Charles F. Connor, Jr.
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CONFIDENTIAL
SECOND DRAFT / FOR REVIEW ONLY
WSMP, SAGEBRUSH SIGN LETTER OF INTENT FOR WSMP TO ACQUIRE SAGEBRUSH
CLAREMONT,NC (SEPTEMBER 26, 1997) - WSMP, Inc., (Nasdaq:WSMP),
and Sagebrush, Inc. (Nasdaq:SAGE), have signed a letter of intent to pursue
WSMP's acquisition of Sagebrush in a stock for stock merger of the two North
Carolina-based companies.
The pooling of interests transaction is subject to various conditions
including the approval of Sagebrush directors and shareholders. WSMP'S board of
directors approved the proposed transaction in a special meeting Thursday.
This letter of intent anticipates that WSMP will issue new shares of common
stock to Sagebrush shareholders and that the combining of the two companies will
be a pooling of interest for financial statement purposes. The letter of intent
was jointly announced today by Charles F. Connor,Jr., chairman of the board of
Sagebrush; L. Dent Miller, president and chief executive office of Sagebrush;
James C. Richardson, Jr., vice chairman and chief executive officer of WSMP; and
David R. Clark, president and chief operating officer of WSMP.
Sagebrush owns and operates 31 Texas-style steakhouse restaurants in North
Carolina, South Carolina, Virginia and Tennessee.
WSMP is comprised of a restaurant division and a variety of food processing
operations. Its restaurant operations include 34 company-owned and 47
franchised restaurants, with a majority of these being Western Steer(R) Steaks,
Buffet and Bakery restaurants, Prime Sirloin(R) Buffet, Bakery and Steaks
restaurants, and Bennett's(TM) Smokehouse and Saloon restaurants.
In its Mom 'n' Pop's(R) food processing operations, WSMP has the capacity
to produce more than four million microwaveable sandwiches per week in its
Claremont facility. It also produces packaged, refrigerated meats, vegetables,
desserts and other items targeted for the Home Meal Replacement market. And
WSMP is one of the largest country ham producers in the nation. -30-
CONTACT:
David R. Clark, President and Chief Operating Officer, WSMP, Inc.,(704)459-7626
L. Dent Miller, President and Chief Executive Officer, Sagebrush, Inc.
(704)459-0821
SECOND DRAFT / FOR REVIEW ONLY CONFIDENTIAL
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EXHIBIT 99.1
NEWS FAX
WSMP, Sagebrush Sign Letter of Intent For WSMP To Acquire Sagebrush
CLAREMONT, N. C. , Sept. 26 /PRNewswire/ -- WSMP, Inc. (Nasdaq: WSMP) ,
and Sagebrush, Inc. (Nasdaq: SAGE, have signed a letter of intent to pursue
WSMP's acquisition of Sagebrush in a stock far stock merger of the two North
Carolina - based companies.
The pooling of interests transaction is subject to various conditions
including the approval of Sagebrush directors and shareholders. WSMP's board of
directors approved the proposed transaction in a special meeting Thursday.
This letter of intent anticipates that WSMP will issue new shares of
common stock to Sagebrush shareholders and that the combining of the two
companies will be a pooling of interest for financial statement purposes. The
letter of intent was jointly announced today by Charles F. Connor, Jr. ,
chairman of the board of Sagebrush; L. Dent Miller, president and chief
executive officer of Sagebrush; James C. Richardson, Jr., vice chairman and
chief executive officer of WSMP; and David R. Clark, president and chief
operating officer of WSMP.
Sagebrush owns and operates 31 Texas-style steakhouse restaurants in North
Carolina, South Carolina, Virginia and Tennessee.
WSMP is comprised of a restaurant division and a variety of food
processing operations. Its restaurant operations include 34 company-owned and 47
franchised restaurants, with a majority of these being Western Steer (R) Steaks,
Buffet and Bakery restaurants, Prime Sirloin (R) Buffet, Bakery and Steaks
restaurants, and Bennett's (TM) Smokehouse and Saloon restaurants.
In its Mom 'n' Pop's (R) food processing operations, WSMP has the capacity
to produce more than four million microwaveable sandwiches per week in its
Claremont facility. It also produces packaged, refrigerated meats, vegetables,
desserts and other items targeted for the Home Meal Replacement market. And WSMP
is one of the largest country ham producers in the nation.
SOURCE WSMP, Inc.
-0- 9/26/97
/CONTACT: David R. Clark, President and Chief Operating Officer, WSMP,
Inc., 704-459-7626, or L. Dent Miller, President and Chief Executive Sagebrush,
Inc. 704-459-0821/
/Company News On Call: http:// prnewswire.com or 800-758-5804 ext. 964375/
(WSMP SAGE)
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EXHIBIT 99.2
NEWSFAX
WSMP, Sagebrush Stock For Stock Merger Exchange Rate Announced
EDITORS:
This is an addendum to a news release that cleared disclosure wires
between 9:30-9:45 a.m. today -- Friday, September 26
CLAREMONT, N.C., Sept. 26 /PRNewswire/ -- WSMP, Inc. (Nasdaq:
WSMP), and Sagebrush, Inc. (Nasdaq: SAGE), have announced the exchange
rate established in a letter of intent to pursue WSMP's acquisition of
Sagebrush in a stock for stock merger.
Execution of the letter of intent was announced earlier today and it
anticipates that WSMP will issue new shares of common stock to Sagebrush
shareholders. The proposed exchange ratio is 0.3214 shares of WSMP common stock
for each share of Sagebrush common stock. The proposed pooling of interests
transaction is subject to various conditions including the approval of Sagebrush
directors and shareholders.
SOURCE WSMP, Inc.
-0- 9/26/97 AA CHF003
/CONTACT:
David R. Clark, President and Chief Operating Officer, WSMP, Inc.,
704-459-7626, or L. Dent Miller, President and Chief Executive
Officer, Sagebrush, Inc., 704-459-0821/
(WSMP SAGE)
CO: WSMP, Inc.; Sagebrush, Inc.
ST: North Carolina
IN: RST FOO REA
SU: TNM
SOURCE WSMP, Inc.
-0- 9/26/97
/CONTACT:
David R. Clark, President and Chief Operating Officer, WSMP, Inc.,
704-459-7626, or L. Dent Miller, President and Chief Executive
Officer, Sagebrush, Inc., 704-459-0821/
/Company News On Call: http://www.prnewswire.com or 800-758-5804
ext. 964375/
(WSMP SAGE)
