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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 18, 1998
GoodMark Foods, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 0-13944 56-1330788
(State or other (Commission File No.) I.R.S. Employer
jurisdiction Identification Number
of incorporation)
6131 Falls of Neuse Road, Raleigh, North Carolina 27609
(Address of principal executive offices)
(919) 790-9940
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 18, 1998, GoodMark Foods, Inc. (the "Company") issued a joint
press release with ConAgra, Inc. ("ConAgra") announcing that the boards of
directors of both companies approved a definitive agreement for the Company to
merge with a wholly-owned subsidiary of ConAgra. A copy of the press release is
attached hereto as Exhibit 99.01 and incorporated by reference herein.
Item 7.
(c) Exhibits
Exhibit No. Description of Exhibit
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99.01 Press release, dated June 18, 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 hereunto duly authorized.
GOODMARK FOODS, INC.
By: /s/ Ron E. Doggett
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Dated: June 23, 1998 Ron E. Doggett
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.01 Press release, dated June 18, 1998.
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EXHIBIT 99.01
FOR IMMEDIATE RELEASE
GOODMARK FOODS AND CONAGRA HAVE DEFINITIVE AGREEMENT FOR
GOODMARK TO MERGE WITH CONAGRA
Omaha, Neb., and Raleigh, N.C., June 18, 1998 -- ConAgra, Inc. (NYSE: CAG) and
GoodMark Foods, Inc. (Nasdaq/NM:GDMK) today jointly announced that the boards of
directors of the two companies have approved a definitive agreement for GoodMark
Foods, the maker of Slim Jim(R) meat snacks, to merge with ConAgra. The merger
is subject to approval by GoodMark Foods' shareholders, standard regulatory
review and other normal conditions.
The agreement calls for ConAgra to exchange from .9449 to 1.0811 shares
of ConAgra common stock for each share of GoodMark Foods common stock, valued at
$30.00 per share. The final exchange ratio will be based on the average market
closing price of ConAgra's common stock, in a range limited to $27.75 to $31.75
per share, during the ten trading days ending five trading days before the
merger is consummated. At the midpoint of the exchange ratio range, equivalent
to $29.75 per share of ConAgra common stock, ConAgra would issue approximately
7.26 million shares of common stock for GoodMark Foods' 7.2 million shares of
common stock in a transaction expected to be tax free for GoodMark shareholders.
ConAgra also would convert any remaining unexercised GoodMark stock options to
ConAgra stock options at the same exchange ratio; GoodMark currently has 563,000
options outstanding.
In connection with the merger agreement, Ron E. Doggett, GoodMark
Foods' chairman and chief executive officer, and certain of his family members
and trusts created by him, and four GoodMark officers entered into agreements
that their approximately 34 percent of GoodMark's outstanding common stock will
be voted in favor of the merger.
Mr. Doggett commented, "This agreement offers our shareholders
excellent value now and continued participation in GoodMark's future as part of
ConAgra, a highly successful food company with a great record. I believe ConAgra
offers GoodMark the best of both worlds - an entrepreneurial culture where our
company can continue to thrive and grow, and the resources to support and
enhance GoodMark's continued growth. In other words, we've found a good home for
our people and GoodMark's future."
Bruce Rohde, ConAgra's president and chief executive officer, said,
"We've respected the GoodMark people for many years. They've built a great
company with leadership in a fast-growing sector of the snacks market. Their
business, brand power and aspirations fit exceptionally well with ConAgra's
branded-products strength and commitment to aggressive growth. We look forward
to welcoming them to ConAgra's family."
GoodMark's shareholders will be asked to vote on the merger at a
special meeting of shareholders that GoodMark will announce in the near future.
If approved by GoodMark's shareholders, GoodMark and ConAgra expect to complete
the merger soon after the special shareholders' meeting.
Raleigh-based GoodMark Foods is a leading producer and marketer of
branded meat snacks. Its principal brands include Slim Jim(R), Penrose(R) and
Pemmican(R) meat snacks and Andy Capp's(R) grain snacks. GoodMark's annual sales
are about $170 million.
Omaha-based ConAgra is a diversified international food company with
operations spanning the food chain from crop inputs to branded consumer
products. The addition of GoodMark's Slim Jim(R) brand would raise from 21 to 22
the number of ConAgra brands with annual retail sales exceeding $100 million.
ConAgra's total annual sales are about $24 billion.
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