UNITED STATES
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):
September 8, 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, of registrant's
principal executive offices)
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<PAGE>
Item 5. Other Events.
On September 8, 1999, Eskimo Pie Corporation 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 September 8, 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: September 8, 1999 By: /s/ Thomas M. Mishoe, Jr.
-------------------------------------
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
ESKIMO PIE SHAREHOLDERS RE-ELECT CURRENT BOARD
FOR IMMEDIATE RELEASE: SEPTEMBER 8, 1999
RICHMOND, VIRGINIA (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today that its shareholders have re-elected the current Board of
Directors to serve until the 2000 Annual Meeting of Shareholders. The Board was
elected at today's Annual Meeting of Shareholders over an opposition slate of
nominees brought by Yogen Fruz World-Wide Incorporated, the Company's largest
shareholder. Preliminary results indicate that each of the incumbent directors
received at least 62% of the votes cast at today's Meeting.
David Kewer, the Company's President and Chief Executive Officer stated
that, "The Board is most appreciative of this expression of shareholder
confidence in the ability of current management and the incumbent Board to
maximize shareholder value."
The Company's shareholders also ratified the selection of Ernst & Young
LLP as independent auditors for the current fiscal year and adopted an amendment
to the Company's Bylaws, as proposed by Yogen Fruz, which will require the Board
to put into effect any resolution adopted by shareholders requiring the
redemption or amendment of the Company's Shareholder Rights Plan. However, the
shareholders rejected a Yogen Fruz proposal to amend the Bylaws to permit
shareholders holding at least 15% of the Company's outstanding common stock to
call a special meeting of shareholders.
At the Meeting, the Board announced that it has concluded that it is in
the best interests of the Company and all of its shareholders to move promptly
and aggressively to pursue all strategic alternatives to maximize shareholder
value, including a sale of the Company as a whole or one or more sales of the
Company's strategic assets. Kewer also stated that, "The Board believes that a
substantial percentage of the Company's shareholders support this strategy and
that the Board would proceed to immediately execute the sales."
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.
