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):
May 4, 2000
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.
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On May 4, 2000, 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
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(a) None
(b) Exhibits
Exhibit 99.1 Press Release dated May 4, 2000
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: May 4, 2000 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: Thomas M. Mishoe, Jr.
Richmond, Virginia 23236 Telephone: (804)-560-8490
FOR IMMEDIATE RELEASE: May 4, 2000
ESKIMO PIE BOARD OF DIRECTORS APPROVES MERGER AGREEMENT
Richmond, Virginia (NASDAQ NNM: EPIE) - Eskimo Pie Corporation
announced today that it has entered into a definitive agreement with CoolBrands
International Corporation (formerly, Yogen Fruz World Wide Incorporated), for
the acquisition of Eskimo Pie Corporation at a purchase price of (U.S.) $10.25
cash per share to shareholders of Eskimo Pie Corporation. The agreement provides
that, as promptly as practical, Eskimo Pie Corporation will call a special
meeting of shareholders to vote on a merger transaction by which Eskimo Pie
Corporation would become a wholly-owned subsidiary of Yogen Fruz. If the
proposal is approved by the affirmative vote of at least two-thirds of Eskimo
Pie shares outstanding exclusive of the approximate 17% interest owned by Yogen
Fruz, the merger will be consummated upon satisfaction or waiver of closing
conditions.
The acquisition agreement also provides that, at the time of
the mailing of proxy material to Eskimo Pie Corporation shareholders for the
merger transaction, Yogen Fruz will commence a tender offer for all shares of
Eskimo Pie Corporation common stock at a price of $10.25 cash per share. If the
required shareholder vote on the merger transaction is obtained, the tender
offer will be terminated. If the required merger vote is not obtained, Yogen
Fruz will be obligated to purchase any and all shares of Eskimo Pie stock
tendered, subject to a minimum of approximately 41% of the Eskimo shares not
owned by Yogen Fruz being tendered. Additionally, the acquisition agreement
provides for a $10.25 cash per share price to be paid to any remaining Eskimo
Pie shareholders in any subsequent merger transaction between Eskimo Pie and
Yogen Fruz or any of its affiliates, the effect of which would be to eliminate
remaining minority shareholders. Eskimo Pie Corporation said it expected to call
a special meeting of shareholders to be held during the summer to vote on the
Yogen Fruz merger proposal.
David B. Kewer, president and chief executive officer of
Eskimo Pie Corporation, said that management and the Board of Eskimo Pie believe
that this proposal from Yogen Fruz is in the best interests of Eskimo
shareholders. Kewer said, "This proposal brings to a successful conclusion what
has been an exhaustive search for a transaction that is in the best interests of
our shareholders."
Kewer stated that the proposal from Yogen Fruz was subject to
customary closing conditions. Kewer noted that certain issues that, in the
judgment of Eskimo, had made prior Yogen Fruz proposals impossible to
consummate, were no longer conditions of the acquisition.
Kewer added, "Eskimo Pie Corporation is a small company in a
category dominated by two global giants, Unilever and Nestle. Access to
additional financial and strategic resources is important to the success of the
Eskimo Pie brand name, and our partner brands in the frozen novelty category."
Kewer noted that because of the status of Yogen Fruz under
Virginia law as an "interested shareholder" of Eskimo Pie Corporation, a higher
than usual (or supermajority) vote is required for approval of the merger
proposal put forward by Yogen Fruz. "Our Board believes the merger proposal is
the best means of effecting an acquisition by Yogen Fruz, and unanimously
recommends approval of the merger. Nevertheless, we recognize that Virginia law
places a high vote requirement for shareholder approval on a merger with Yogen
Fruz. Given the tender offer proposal put forward by Yogen Fruz, our Board
concluded the Yogen Fruz concurrent merger proposal and tender offer clearly
represents the best acquisition proposal available."
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 Foodservice is a leading supplier of premium soft serve ice cream, frozen
yogurt, custard and smoothies to the 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.
