UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
United Foods, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Class A and Class B Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
910365 30 3
910365 10 5
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
James I. Tankersley
Ten Pictsweet Drive
Bells, Tennessee 38006-0119
(901) 422-7600
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 16, 1998
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
(Continued on following page(s))
Page 1 of 20 Pages
Exhibit Index: Page 18
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James I. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,221,328 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,221,328 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,221,328 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is convertible
into Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James I. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,221,328 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,221,328 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,221,328 Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Darla T. Darnall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is
convertible into Class A Common Stock on a one for
one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Darla T. Darnall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class B Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kelle T. Northern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is convertible
into Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kelle T. Northern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class B Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class A Common Stock. These shares represent
Class B Common Stock of the Company which is convertible
into Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% Class A Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 440,871 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 440,871 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
440,871 Class B Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% Class B Common Stock
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edna W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 9,474 Class A Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,474 Class A Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,474 Class A Common Stock. These shares represent Class
B Common Stock of the Company which is convertible into
Class A Common Stock on a one for one basis.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 910365 303
910365 10 5
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edna W. Tankersley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 9,474 Class B Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,474 Class B Common Stock
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,474 Class B Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
14 TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement refers to Class A and Class B Common Stock (together, the
"Common Stock") of:
United Foods, Inc.
10 Pictsweet Drive
Bells, Tennessee 38006-0119
ITEM 2. IDENTITY AND BACKGROUND.
The information is provided below with respect to the reporting person.
i. (a) Name: James I. Tankersley
(b) Business Address: 10 Pictsweet Drive
Bells, Tennessee 38006-0119
(c) Principal Occupation: Chairman of the Board and
Chief Executive Officer
of United Foods, Inc.
(d) James I. Tankersley has never been convicted of
a crime.
(e) James I. Tankersley has never been subject to a
judgment, decree or final order in any civil
proceeding.
(f) James I. Tankersley is a citizen of the United States.
ii. (a) Name: Darla T. Darnall
(b) Business Address: 10 Pictsweet Drive
Bells, Tennessee 38006-0119
(c) Principal Occupation: Director of United Foods, Inc.
<PAGE>
(d) Darla T. Darnall has never been convicted of a crime.
(e) Darla T. Darnall has never been subject to a
judgment, decree or final order in any civil
proceeding.
(f) Darla T. Darnall is a citizen of the United States.
iii. (a) Name: Kelle T. Northern
(b) Business Address: 10 Pictsweet Drive
Bells, Tennessee 38006-0119
(c) Principal Occupation: Director of United Foods, Inc.
(d) Kelle T. Northern has never been convicted of a crime.
(e) Kelle T. Northern has never been subject to a judgment,
decree or final order in any civil proceeding.
(f) Kelle T. Northern is a citizen of the United States.
iv. (a) Name: James W. Tankersley
(b) Business Address: 10 Pictsweet Drive
Bells, Tennessee 38006-0119
(c) Principal Occupation: Purchasing Manager and Director
of United Foods, Inc.
(d) James W. Tankersley has never been convicted of
a crime.
(e) James W. Tankersley has never been subject to a
judgment, decree or final order in any civil
proceeding.
(f) James W. Tankersley is a citizen of the United States.
vi. (a) Name: Edna W. Tankersley
(b) Business Address: 10 Pictsweet Drive
Bells, Tennessee 38006-0119
(c) Principal Occupation: Housewife
(d) Edna W. Tankersley has never been convicted of a crime.
(e) Edna W. Tankersley has never been subject to a
judgment, decree or final order in any civil
proceeding.
(f) Edna W. Tankersley is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The funds to complete the Proposed Transaction will be borrowed from
lenders whose identities are not yet determined. If the transaction is
consummated at the offered price of $3.00 per share, the amount to be borrowed
would be approximately $12,769,542.00. It is anticipated that the borrower will
be the Issuer.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
On September 16, 1998, James I. Tankersley, James W. Tankersly, Kelle T.
Northern, Darla T. Darnall, and Edna W. Tankersly, (the "Tankersly Family"),
acting in concert, made a proposal to the Board of Directors of the Issuer to
acquire all of the outstanding shares of the Common Stock not currently owned by
the Tankersley Family at a cash price of $3.00 per share (the "Proposed
Transaction"). The Tankersley Family owns approximately 2.55 million shares of
the Issuer's Class B common stock, which is almost 61% of the 4.2 million
outstanding Class B shares. The Tankersley Family does not own any of the
approximately 2.62 million outstanding shares of Class A common stock. A copy of
the letter setting forth the Proposed Transaction (the "Offer Letter") is filed
as Exhibit B to this Schedule 13D. Consummation of the Proposed Transaction
would be subject to the approval of the Board of Directors and stockholders of
the Issuer, as well as other customary conditions, including receipt of all
necessary regulatory approvals. The Tankersley Family anticipates that upon
completion of the Proposed Transaction, the Common Stock will cease to be traded
on the American Stock Exchange and the Pacific Stock Exchange and will be
deregistered under Section 12(g) of the Securities Exchange Act, as amended. The
Tankersley Family reserves the right to amend or withdraw the proposal made in
the Offer Letter in its discretion at any time.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(i)
(a) Owner No. of Shares % of Shares
---------------- ------------------- -------------
Class A
Common Stock James I. Tankersley 1,221,328(1.) 31.8%
Class B
Common Stock James I. Tankersley 1,221,328 29.1%
(1.) All of these shares represent shares of Class B Common Stock which is
convertible into Class A Common Stock on a one for one basis.
(b) The power to vote and dispose of the shares owned of record by James I.
Tankersley rests solely with him.
(c) None.
(d) Not applicable.
(e) Not applicable.
<PAGE>
(ii)
(a) Owner No. of Shares % of Shares
---------------- ------------------- -------------
Class A
Common Stock Darla T. Darnall 440,871(1.) 14.4%
Class B
Common Stock Darla T. Darnall 440,871 10.5%
(1.) All of these shares represent shares of Class B Common Stock which is
convertible into Class A Common Stock on a one for one basis.
(b) The power to vote and dispose of the shares owned by Darla T. Darnall
rests solely with her.
(c) None.
(d) Not applicable.
(e) Not applicable.
(iii)
(a) Owner No. of Shares % of Shares
---------------- ------------------- -------------
Class A
Common Stock Kelle T. Northern 440,871(1.) 14.4%
Class B
Common Stock Kelle T. Northern 440,871 10.5%
(1.) All of these shares represent shares of Class B Common Stock which is
convertible into Class A Common Stock on a one for one basis.
(b) The power to vote and dispose of the shares owned by Kelle T. Northern
rests solely with her.
<PAGE>
(c) None.
(d) Not applicable.
(e) Not applicable.
(iv)
(a) Owner No. of Shares % of Shares
---------------- ------------------- -------------
Class A
Common Stock James W. Tankersley 440,871(1.) 14.4%
Class B
Common Stock James W. Tankersley 440,871 10.5%
(1.) All of these shares represent shares of Class B Common Stock which is
convertible into Class A Common Stock on a one for one basis.
(b) The power to vote and dispose of the shares owned by James W.
Tankersley rests solely with him.
(c) None.
(d) Not applicable.
(e) Not applicable.
(v)
(a) Owner No. of Shares % of Shares
---------------- ------------------- -------------
Class A
Common Stock Edna W. Tankersley 9,474(1.) *
Class B
Common Stock Edna W. Tankersley 9,474 *
<PAGE>
(1.) All of these shares represent shares of Class B Common Stock which is
convertible into Class A Common Stock on a one for one basis.
(b) The power to vote and dispose of the shares owned by Edna W. Tankersley
rests solely with her.
(c) None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ETC. WITH RESPECT TO THE SECURITIES.
On September 23, 1998, James I. Tankersley, Darla T. Darnall, Kelle T.
Northern, James W. Tankersley and Edna W. Tankersley executed a Joint Filing
Agreement with respect to this Statement on Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement dated September 23, 1998.
2. Offer Letter dated September 16, 1998.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, I certify that the information set forth in this statement is
true, complete and correct as of this 25th day of September, 1998.
/s/ James I. Tankersley
----------------------------
James I. Tankersley
/s/ *
----------------------------
Darla T. Darnall
/s/ *
----------------------------
Kelle T. Northern
/s/ *
----------------------------
James W. Tankersley
/s/ *
----------------------------
Edna W. Tankersley
*By: /s/ James I. Tankersley
----------------------------
James I. Tankersley,
pursuant to the Joint Filing
Agreement dated
September 23, 1998
Exhibit Index
Description
-----------
1. Joint Filing Agreement dated September 23, 1998
2. Offer Letter dated September 16, 1998.
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
(Pursuant to Rule 13d-1(f))
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the Class A and Class B Common Stock of
United Foods, Inc., and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filing. Each party to this Joint Filing
Agreement expressly authorizes James I. Tankersley to file on such party's
behalf any and all amendments to such Statement. Each such party undertakes to
notify James I. Tankersley of any changes giving rise to an obligation to file
an amendment to Schedule 13D and it is understood that in connection with this
Statement and all amendments thereto each such party shall be responsible only
for information supplied by such party.
In evidence thereof, the undersigned, being duly authorized, hereby
execute this Agreement this 23rd day of September, 1998.
/s/ James I. Tankersley
----------------------------------------
James I. Tankersley
/s/ Darla T. Darnall
----------------------------------------
Darla T. Darnall
/s/ Kelle T. Northern
----------------------------------------
Kelle T. Northern
/s/ James W. Tankersley
----------------------------------------
James W. Tankersley
/s/ Edna W. Tankersley
----------------------------------------
Edna W. Tankersley
<PAGE>
EXHIBIT 2
September 16, 1998
Board of Directors
Unites Foods, Inc.
Ten Pictsweet Drive
Bells, TN 38006
Dear Fellow Board Members:
In light of the nature of the business of United Foods, Inc. and recent
developments in our industry, I believe that it does not make good business
sense for our Company to continue as a public company. The departure of my
brother as an officer of the Company, as well as requests by certain
shareholders, has prompted the members of my immediate family and me (the "Jim
Tankersley Family") to make the proposal outlined below which we believe
furthers the long term interests of the holders of shares of Company common
stock (regardless of class) ("Shares") other than members of the Jim Tankersley
Family (the "Public Shareholders"). We propose that:
(i) a new corporation wholly-owned by an entity owned by the Jim Tankersley
Family merge into the Company (the "Merger"), with the surviving company being
wholly-owned by the entity owned by the Jim Tankersley Family; as a result of
the Merger the Company would cease to be a reporting company under the
Securities Exchange Act of 1934;
(ii) the Public Shareholders be paid in cash for their Shares upon
effectiveness of the Merger, $3.00 per Share;
(iii) the Board of Directors of the Company appoint a committee consisting
of the non-affiliated non-employee directors of the Company (the "Independent
Committee") for the purpose of assuring that this proposal for a Merger is
considered objectively and in a manner which the Independent Committee deems
appropriate in order to protect the interest of the Public Shareholders
(including the independent selection and engagement by the Committee of its own
legal counsel and investment banker to advise the Committee);
(iv) the Company pay all reasonable expenses of the Company, the
Independent Committee and the Jim Tankersley Family in considering this proposal
and, if the proposal is accepted, in preparing for and consummating the Merger,
except for the cost of the financing by the Jim Tankersley Family of the
purchase price for the Shares in the Merger; and
(v) the Company and the Independent Committee cooperate with the Jim
Tankersley Family in making appropriate press releases with respect to the
proposed Merger and, if this proposal is accepted, preparing and executing an
appropriate form of agreement to document the Merger (the "Merger Agreement"),
setting appropriate record and meeting dates for a meeting of the holders of
Shares (the "Meeting") at which to vote on the Merger, preparing a proxy
statement of the Company for the Meeting (the "Proxy Statement"), filing the
Proxy Statement and other appropriate documents with the Securities and Exchange
Commission (the "SEC"), obtaining SEC approval of the Proxy Statement, holding
the Meeting in accordance with Delaware law and the Proxy Statement, and
consummating the Merger in accordance with the Merger Agreement.
My family sincerely believes that the course of action outlined in this
proposal is fair to, and in the long-term best interest of the Public
Shareholders. Should you decide to go forward and to appoint an Independent
Committee, as we have suggested, we are prepared to pursue this process
diligently with the Independent Committee. We look forward to hearing from you.
Very truly yours,
/s/ James I. Tankersley
