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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):
September 17, 1998 (September 16, 1998)
UNITED FOODS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-08574 74-1264568
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Ten Pictsweet Drive, Bells, TN 38006-0119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 422-7600
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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See attached press release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibit:
99 Press Release dated September 16, 1998.
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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 thereunto duly authorized.
UNITED FOODS, INC.
Date: September 17, 1998 By: /s/ Carl W. Gruenewald, II
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Carl W. Gruenewald, II
Senior Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
No. Exhibit
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99 Press Release dated September 16, 1998.
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EXHIBIT 99
PRESS RELEASE
BELLS, Tenn.--(BUSINESS WIRE)--Sept. 16, 1998--United Foods, Inc. (AMEX: UFDA
news; AMEX: UFDB - news) today announced that it has received an offer from its
chairman and chief executive officer, James I. Tankersley, and his family to
acquire the remaining shares of the Company's common stock that are not already
owned by Mr. Tankersley, his wife or his children ("The Tankersley Group") for
$3.00 per share.
The Tankersley Group owns approximately 2.55 million shares of the Company's
Class B common stock, which is almost 61% of the 4.2 million outstanding Class B
shares. The Group does not own any of the approximately 2.62 million outstanding
shares of Class A common stock.
On receiving the proposal, the Board of Directors of the Company appointed two
outside directors, John Wilder and Joe Geary, to a Special Committee. The Board
charged the committee with evaluating whether the proposal is in the best
interests of the Company and its shareholders other than the Tankersley Group.
It is expected that the Special Committee will employ counsel and an investment
banking firm to assist its evaluation. It is further expected that any action
taken by the Special Committee would be subject to a number of conditions,
including negotiation of definitive documents (which are expected to contain
customary closing conditions); the filing of disclosure statements and other
documents with the Securities and Exchange Commission; regulatory filings; and
approval of the transaction by the shareholders of the Company.
The last prices at which the Company's common stock traded were $2.375 for the
Class A common stock and $2.50 for the Class B common stock.
Contact:
United Foods, Inc., Bells
Donald Dresser, 901/422-7600
