UNITED FOODS INC
8-K, 1999-03-19
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
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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 18, 1999 (March 18, 1999)



                               UNITED FOODS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>                                <C>
                  Delaware                                  1-08574                        74-1264568
- ----------------------------------------------      -----------------------            -------------------
(State or other jurisdiction of incorporation)      (Commission File Number)            (I.R.S. Employer
                                                                                       Identification No.)
</TABLE>

       Ten Pictsweet Drive, Bells, TN                        38006-0119
- --------------------------------------------             ------------------
  (Address of principal executive offices)                    (Zip Code)



       Registrant's telephone number, including area code: (901) 422-7600



                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



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Item 5.           Other Events
- --------------------------------------------------------------------------------


         See attached press release.







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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: March 18, 1999                By: /s/ Carl W. Gruenewald, II
                                       ---------------------------
                                          Carl W. Gruenewald, II
                                          Senior Vice President, Chief Financial
                                          Officer and Treasurer







                                       3
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                                  EXHIBIT INDEX



   No.                                     Exhibit
- ---------          -----------------------------------------------------------
   99              Press Release dated March 18, 1999





<PAGE>   1




                                   EXHIBIT 99

                                  PRESS RELEASE

FOR IMMEDIATE RELEASE



March 18, 1999



UNITED FOODS, INC.
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 38006-0119

Telephone:        (901) 422-7600
Contact:          Donald Dresser

United Foods, Inc. (AMEX: UFDA and UFDB) today announced that a complaint was
filed against the Company and its directors by a stockholder of the Company in a
Delaware Chancery Court. The complaint seeks class action status and requests
injunctive and other relief with respect to a pending proposal by the Company's
Chairman and Chief Executive Officer, James I. Tankersley, his wife and their
children to acquire the remaining shares of the Company's common stock that are
not owned by them for $3.00 per share in cash. The Company and the other
defendants believe the complaint to be without merit.






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