SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ESKIMO PIE
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[Eskimo Pie Corporation LOGO]
August 23, 1999
Dear Fellow Eskimo Pie Shareholders:
As you know, Yogen Fruz World-Wide, Incorporated, a Canadian firm, is
trying to take control of Eskimo Pie Corporation. You may have already received
proxy materials from Yogen Fruz, seeking your vote to replace your current
directors with its own hand-picked slate of nominees. The Yogen Fruz campaign is
costing your Company a significant amount of money and causing your management
team to spend a great deal of time protecting your interests against this group.
YOGEN FRUZ'S INTERESTS ARE SELF-SERVING AND NOT THE SAME AS YOURS
o Every single member of the Yogen Fruz slate of nominees is either
affiliated with or related to someone who is affiliated with Yogen Fruz.
Five of its nominees are officers or directors of Yogen Fruz. One of them
is a former director of a Yogen Fruz subsidiary and one is the
father-in-law of a Yogen Fruz officer.
o Yogen Fruz has indicated that its sole agenda is to sell your Company. Are
you concerned with the potential conflict of interest that would arise with
Yogen Fruz, a direct competitor to Eskimo Pie, orchestrating the sale of
your Company? Your Board is alarmed at the possibility that Yogen Fruz may
sell the Company to a buyer who presents the least harm to their own
business interests, as opposed to one that yields the best return to all
shareholders.
o Yogen Fruz has stated in its proxy statement that it is no longer
interested in purchasing Eskimo Pie, but only in selling your Company as a
whole or in pieces. Yet in the August 10, 1999 edition of the Canadian
newspaper, The National Post, Yogen Fruz management is quoted as saying
that they may still bid for Eskimo Pie despite their pledge to only sell to
a third party. If Yogen Fruz were to take control of your Company and then
attempt to purchase it, do you think Yogen Fruz would be concerned with the
best interests of all of the Company's shareholders or only its own best
interests?
WHICH SLATE OF DIRECTORS IS MORE LIKELY TO REPRESENT THE BEST
INTERESTS OF ALL SHAREHOLDERS?
o Your Board includes a majority of outside directors. Only one director is
an officer or employee of the Company. The current directors are
experienced, independent-thinking business people who are dedicated to
representing the best interests of all shareholders.
o Your Board and management have sought and will continue to seek to increase
the value of your Company through its recently announced Growth and
Restructuring Plan. Your Board also remains open to any alternative,
including a merger or acquisition, that is in the best interests of the
Company and all of its shareholders.
o If a sale of the Company were to occur, the consent of the Company's
licensor business partners is required for a new owner to use the brand
names the Company licenses but does not own. Since Yogen Fruz competes with
these other brands, it may have a difficult time obtaining the required
consents. The current management is in a much better position to obtain
such consents in order to obtain the highest potential value in any change
of control.
COMPARE MANAGEMENT PERFORMANCE
o In the last six months, Eskimo Pie's sales have increased by 6% and
profitability has increased by 30%. As evidenced by these financial
results, the Growth and Restructuring Plan being implemented by Eskimo
Pie's management team is yielding excellent results.
o In contrast, Yogen Fruz's profitability has eroded from C$10.4 million in
net earnings for the nine months ending May 31, 1998 to only C$124,000 in
the same period in 1999
DON'T BE MISLED!
o Your Board believes that Yogen Fruz's attempts to sell the Company would be
perceived as a "fire sale" that may not produce an adequate price for all
shareholders.
o If unable to sell the Company, your Board believes that Yogen Fruz would be
ill-equipped to run Eskimo Pie based on the recent financial performance of
Yogen Fruz. Yogen Fruz even states in its own Proxy Statement that it has
"no specific plan for changing Eskimo's business operations" if it were
unable to sell the Company.
o Don't just take our word for it - see what Yogen Fruz's own shareholders
have to say. As reported in the July 2, 1999 edition of the National Post,
Yogen Fruz's own general meeting was packed with angry shareholders ...
"demanding answers for Yogen Fruz's lagging stock price."
ESKIMO PIE - FOCUSED ON THE BRAND
Your Board and management have developed and are implementing a strategic Growth
and Restructuring Plan to maximize shareholder value. Initiatives underway
include:
o Increased investments in advertising, promotion and product development for
the core Eskimo Pie brand within the National Brands and Foodservice
businesses,
o The exploration of the sale of non-core manufacturing assets, but only at
prices accretive to shareholder value, and
o The elimination of fixed overhead costs.
These efforts are well underway, the results of which can be seen in the year to
date financial performance of the Company. The Company also expects continued
improvement during the second half of the year with sales and operating profit
exceeding those reported in the second half of 1998.
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PLEASE ALSO NOTE
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Yogen Fruz is soliciting your proxy to amend the Company's Bylaws to permit
shareholders owning or having the right to vote at least 5% of the Company's
outstanding capital stock to call a special meeting of shareholders, according
to Yogen Fruz's Proxy Statement. Yogen Fruz failed to give the Company any
notice of this proposal as required by the Company's Bylaws and therefore, in
accordance with laws of the Commonwealth of Virginia and the Company's Bylaws,
the proposal may not be brought before or voted on at the 1999 Annual Meeting of
Shareholders. Yogen Fruz did give the Company notice of a proposal to amend the
Company's Bylaws to permit shareholders owning or having the right to vote at
least 15% of the Company's outstanding capital stock to call a special meeting
of shareholders, and therefore this proposal may, if properly brought before the
meeting, be voted on at the 1999 Annual Meeting of Shareholders. WE RECOMMEND
THAT YOU VOTE AGAINST THIS PROPOSAL.
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PLEASE ALSO SEE THE ATTACHED PRESS RELEASE
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YOUR VOTE IS IMPORTANT!
o No matter how many or how few shares of Eskimo Pie Corporation you own,
please vote FOR the Board's nominees and AGAINST the Yogen Fruz proposals
by signing, dating and mailing the enclosed WHITE PROXY CARD.
o Do not return any BLUE proxy card sent to you by Yogen Fruz, even to vote
against their nominees. Doing so will cancel your vote for your current
Board's nominees.
o If you have already returned a proxy card sent to you by Yogen Fruz, you
have every right to change your vote by signing and returning the enclosed
WHITE PROXY CARD. Only your latest dated, properly executed card will
count.
o If you own your shares in the name of a brokerage firm, your broker cannot
vote such shares unless they receive your specific instructions. Please
sign, date and return the enclosed WHITE PROXY CARD in the postage-paid
envelope that has been provided.
<PAGE>
If you have any questions or need assistance voting your shares, please call our
proxy solicitor:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Toll free: (877) 460-4351
PROTECT YOUR INVESTMENT
VOTE MANAGEMENT'S WHITE PROXY CARD TODAY
DO NOT VOTE ON THE BLUE PROXY CARD - DISCARD IT
<PAGE>
NEWS FROM:
ESKIMO PIE CORPORATION
901 Moorefield Park Drive Contact: William T. Berry, Jr.
Richmond, Virginia 23236 Telephone: (804)-560-8490
FOR IMMEDIATE RELEASE: AUGUST 23, 1999
RICHMOND, VIRGINIA (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today that it received on Friday, August 20, 1999, a written proposal
from a private investor group (the "Offeror"), to purchase 100% of the
outstanding capital stock of the Company for cash at a purchase price of $10.125
per share. The proposal contains a number of conditions to the consummation of a
transaction, including satisfactory completion of due diligence, obtaining of
necessary financing, negotiation and execution of a definitive agreement and
consent of the Company's licensors to the continuation of their licenses. The
Offeror stated in its proposal that David B. Kewer, the Company's President and
Chief Executive Officer, has been invited to be a part of the Offeror's group
and to work with it upon consummation of the proposed transaction. The Company
had extensive discussions with the Offeror in connection with the Company's
previously disclosed exploration of strategic alternatives earlier in the year.
However, this is the first time that the Offeror has submitted a formal proposal
to the Company's Board of Directors.
The Company also announced that it received a separate letter on Friday
from its second largest shareholder, Peak Management, Inc., which owns
approximately 10.7% of the Company's outstanding Common Stock, indicating its
support for the Offeror's proposal.
The Company's Board of Directors has formed a Special Committee
composed exclusively of non-employee directors to consider the proposal and to
explore other strategic alternatives for maximizing shareholder value. The
Special Committee has retained financial and legal advisors to assist in this
process. The Special Committee and its advisors are evaluating the proposal
following discussions over the weekend between the Special Committee's financial
advisors and representatives of the Offeror. The Company reiterated that the
Board of Directors remains open to considering all viable strategic alternatives
for maximizing 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 Smart Ones, 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 manufactures soft serve yogurt and premium
ice cream products for sale to the commercial foodservice industry. The Company
also sells a full line of quality flavors and ingredients for use in private
label dairy products in addition to the brands it licenses.
<PAGE>
- FOLD AND DETACH HERE -
ESKIMO PIE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David B. Kewer, Thomas M. Mishoe, Jr. and
F. Claiborne Johnston, Jr., jointly and severally, proxies, with full power to
act alone, and with full power of substitution, to represent the undersigned and
to vote, as designated below and upon any and all other matters which may
properly be brought before such meeting, voting as specified on the reverse side
of this card with respect to the matters set forth in the Proxy Statement, and
voting in the discretion of the above-named persons on such other matters as may
properly come before the Annual Meeting, all shares of Common Stock which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
Eskimo Pie Corporation to be held on September 8, 1999, or any adjournment or
postponement thereof.
PLEASE COMPLETE, SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND PROMPTLY
RETURN IT IN THE ENCLOSED ENVELOPE.
YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE,
BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD
OF DIRECTORS' RECOMMENDATIONS. THE PERSONS NAMED ABOVE AS PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND
AGAINST PROPOSALS 3 AND 4.
The Board of Directors Recommends a Vote FOR Proposals 1 and 2
PROPOSAL ONE: Election Of Directors to serve until 2000 Annual Meeting of
Shareholders.
Nominees: Arnold H. Dreyfuss, Wilson H. Flohr, Jr., F. Claiborne Johnston,
Jr., David B. Kewer, Daniel J. Ludeman, Judith B. McBee and Robert
C. Sledd
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for
(except as written on the line to all nominees listed above
the right)
(INSTRUCTION: To withhold authority to vote for any individual nominee listed
above, write that nominee's name on the space provided below.)
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<PAGE>
PROPOSAL TWO: Ratification of the selection of Ernst & Young LLP as the
independent auditors for the Corporation and its subsidiaries
for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors Recommends a Vote AGAINST Proposals 3 and 4
PROPOSAL THREE: Yogen Fruz Proposal Regarding the Shareholder Rights Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL FOUR: Yogen Fruz Proposal Regarding Shareholder's Ability to Call
Special Meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
I plan to attend the meeting. [ ]
SIGNATURE(S) _______________________________________ DATE __________, 1999
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, give
full title as such. If signing on behalf of a corporation, sign the full
corporate name by authorized officer. The signer hereby revokes all proxies
heretofore given by the signer to vote at the 1999 Annual Meeting of
Shareholders of Eskimo Pie Corporation and any adjournment or postponement
thereof.
