UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 2, 1998
Eskimo Pie Corporation
(Exact Name of Registrant as specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Virginia 0-19867 54-0571720
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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901 Moorefield Park Drive
Richmond, Virginia 23236
(804) 560-8400
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
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Item 5. Other Events.
On December 2, 1998, Eskimo Pie Corporation (the "Company") issued the
press release attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a)None
(b)Exhibits
Exhibit 99.1 Press Release dated December 2, 1998
<PAGE>
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.
ESKIMO PIE CORPORATION
Date: December 2, 1998 By: /s/ Thomas M. Mishoe, Jr.
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Thomas M. Mishoe, Jr.
Chief Financial Officer,
Vice President, Secretary and
Treasurer
Exhibit 99.1
NEWS FROM:
ESKIMO PIE CORPORATION
901 Moorefield Park Drive Contact: William T. Berry, Jr.
Richmond, Virginia 23236 Telephone: (804)-560-8490
FOR IMMEDIATE RELEASE: December 2, 1998
ESKIMO PIE CORPORATION ANNOUNCES BOARD REJECTION
OF NEW YOGEN FRUZ OFFER
Richmond, Virginia (NASDAQ NNM: EPIE) - Eskimo Pie Corporation announced
today that its Board of Directors had determined to reject a new unsolicited
proposal received from Yogen Fruz World-Wide Incorporated, a Canadian company,
to acquire 100% of the Company's outstanding shares at a cash price of $13.00
per share in a negotiated transaction.
The Company stated that its Board of Directors met and, after consultation
with its financial advisor, unanimously concluded that the new Yogen Fruz
proposal was inadequate and not in the best interests of the Company's
shareholders. Eskimo Pie Corporation rejected a similar proposal from Yogen Fruz
at $10.25 per share of Eskimo Pie Corporation common stock last month.
David B. Kewer, President and Chief Executive Officer of Eskimo Pie
Corporation, stated that the Board of Directors had requested its financial
advisor to continue to work with the Company to explore the full range of
strategies available to enhance shareholder value.
Eskimo Pie Corporation, headquartered in Richmond, Virginia, created the
frozen novelty industry in 1921 with the invention of the Eskimo Pie ice cream
bar. Today, the Company markets a broad range of frozen novelties, ice cream and
sorbet products under the Eskimo Pie, Real Fruit, Welch's, Weight Watchers, and
(under license from Nabisco Brands Company) SnackWell's and OREO brand names.
These nationally branded products are generally manufactured by a select group
of licensed dairies who purchase the necessary flavors, ingredients and
packaging directly from the Company. Eskimo Pie Corporation also sells a full
line of quality flavors and ingredients for use in private label dairy products
in addition to the national brands it licenses. The Company also manufactures
soft serve yogurt and premium ice cream products for sale to the foodservice
industry.
