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): April 9, 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 April 9, 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 April 9, 1999
<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: April 9, 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: April 9, 1999
Richmond, Virginia (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today it has concluded the formal process, begun in the fourth quarter
1998, to explore the full range of strategies available to the Company for
enhancing long term shareholder value. Arnold H. Dreyfuss, Chairman of the
Board, stated, "During the past several months, the Eskimo Pie Corporation Board
of Directors and senior management team, together with its financial advisor,
have undertaken a thorough review of potential strategic alternatives for the
business. This process included detailed discussions with numerous third parties
regarding potential business combinations, as well as a review of various
restructuring and recapitalization strategies." "The objective of this process,"
Dreyfuss added, "was to determine which of the available alternatives would have
the most beneficial impact on long term shareholder value."
David B. Kewer, President and Chief Executive Officer, stated, "This
extensive process has culminated in the Board's decision to implement an
aggressive corporate growth and restructuring plan developed by the Company's
management team. This decision came after careful analysis and consideration of
all strategic alternatives presently available to the Company. Management's
program narrows the focus of the Company to the management of its core Eskimo
Pie brand within the licensing and foodservice businesses. This plan includes,
among other actions, 1) significantly increased investments in advertising,
promotion and product development for the core Eskimo Pie brand, 2) the sale of
certain non-core assets at prices accretive to the long term value of the
Company, and 3) additional overhead and staff reductions."
Regarding the previously announced offers to acquire the Company by
Yogen Fruz World-Wide Incorporated (Yogen Fruz), Kewer noted that "We held
extensive discussions with Yogen Fruz concerning the removal of conditions,
including assurances that the acquisition would not adversely affect the
Company's master license agreements, contained in their $13.00 per share offer.
Such discussions led only to a renewal of their original $10.25 per share offer
which Yogen Fruz subsequently withdrew as well. The Company is continuing to
explore with Yogen Fruz other, mutually beneficial, joint strategic
opportunities.
Kewer said "It is clear that the success of the Company and
improvements in long term shareholder value are all highly dependent upon the
growth of the Eskimo Pie brand. The growth and restructuring program will result
in a more focused licensing and foodservice business which will seek to leverage
the value of the Eskimo Pie and other licensed brands represented by the
Company. We will continue to focus on our initiatives to grow quality revenues
and expect to build upon the positive revenue growth, which the Company has
experienced over the last three quarters. Cash provided from the sale of
non-core assets and savings from a leaner operating structure will provide funds
to more heavily invest in the Eskimo Pie brand businesses."
Mr. Dreyfuss added that "While the Company remains open to considering
additional viable alternatives which may become available, the Board of
Directors firmly believes that the implementation of the growth and
restructuring program is the best alternative presently available to enhance
long term 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, 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.
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
Information in this release relating to the Company's future plans and
performance are "forward looking statements" and, as such, involve certain risks
and uncertainties that could cause actual results to vary materially. Potential
risks and uncertainties include, but are not limited to: (1) the highly
competitive nature of the frozen dessert market and the level of consumer
interest in the Company's products, (2) product costing, (3) the weather, (4)
the performance of management including management's ability to implement its
plans as contemplated, (5) the Company's relationships with its licensees and
licensors, (6) the impact of Year 2000 matters and (7) government regulation.
