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):
August 23, 1999
Eskimo Pie Corporation
(Exact Name of Registrant as specified in its Charter)
Virginia 0-19867 54-0571720
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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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<PAGE>
Item 5. Other Events.
On August 23, 1999, 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 August 23, 1999
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: August 23, 1999 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: 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.
