SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934
THE QUAKER OATS COMPANY
(Exact name of Registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
filed December 19, 1994, as set forth in the pages attached hereto:
Item 7 (a) & (b)
Amendment to Current Report on Form 8-K Filed December 19, 1994
Item 7 on page 3 of the Current Report on Form 8-K filed December 19, 1994
is hereby amended so as to read in its entirety:
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Consolidated financial
statements of Snapple Beverage Corp. as of December 31, 1993 and 1992
and for the year and nine months then ended, respectively; and financial
statements of Unadulterated Food Products, Inc. (D/B/A Snapple Natural
Beverage Company) as of March 31, 1992 and for the three months then
ended and as of December 31, 1991 and 1990 and for the three years in the
period ended December 31, 1991, are hereby incorporated by reference to the
Annual Report on Form 10-K; and consolidated financial statements of
Snapple Beverage Corp. as of September 30, 1994 and for the three and nine
months then ended, are hereby incorporated by reference to the Quarterly
Report on Form 10-Q; commission file number 0-20874.
(b) Unaudited pro forma combined financial information of The Quaker
Oats Company and Snapple Beverage Corp. is attached as an exhibit to
this amendment.
(c) Exhibits (listed by numbers corresponding to the provisions of Item
601 of Regulation S-K)
(2)(a) Agreement and Plan of Merger dated November 1, 1994, among
the Company, LOOP and Snapple (incorporated herein by reference to
Exhibit 11(c)(1) to the Company's Tender Offer Statement on Schedule
14D-1/Schedule 13D filed with the Commission on November 4, 1994).
(2)(b) Definitive Stockholders Agreement dated November 1, 1994, among
the Company, LOOP and certain shareholders of Snapple party thereto
(incorporated herein by reference to Exhibit 11(c)(2) to Amendment No. 3 to
the Company's Tender Offer Statement on Schedule 14D-1/Schedule 13D
filed with the Commission on November 28, 1994).
(23) Consent of Coopers & Lybrand LLP to incorporation by reference of
their reports on Snapple Beverage Corp. consolidated financial statements
as of December 31, 1993 and 1992 and for the year and nine months then
ended, respectively; and on Unadulterated Food Products, Inc. (D/B/A
Snapple Natural Beverage Company) financial statements as of March 31, 1992
and for the three months then ended and as of December 31, 1991 and 1990
and for the three years in the period ended December 31, 1991.
(99)(a) Tender Offer Statement on Schedule 14D-1/Schedule 13D and all
exhibits thereto filed with the Commission on November 4, 1994, as amended.
Item 7(c) (continued)
(99)(b) Consolidated financial statements of Snapple Beverage Corp. as of
December 31, 1993 and 1992 and for the year and nine months then ended,
respectively; and financial statements of Unadulterated Food Products, Inc.
(D/B/A Snapple Natural Beverage Company) as of March 31, 1992 and for
the three months then ended and as of December 31, 1991 and 1990 and for
the three years in the period ended December 31, 1991, all included in the
Annual Report on Form 10-K; and consolidated financial statements of
Snapple Beverage Corp. as of September 30, 1994 for the three and nine
months then ended included in the Quarterly Report on Form 10-Q; commission
file number 0-20874.
(99)(c) Unaudited pro forma combined financial information of
The Quaker Oats Company and Snapple Beverage Corp.
SIGNATURE
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.
THE QUAKER OATS COMPANY
By: Thomas L. Gettings
Thomas L. Gettings
Vice President and
Corporate Controller
Date: February 17, 1995
The exhibit index on page 5 of the Current Report on Form 8-K filed
December 19, 1994 is hereby amended so as to read in its entirety:
EXHIBIT INDEX
Electronic (E) or
Exhibit Exhibit Incorporated by
Number Description Reference (IBRF)
(2)(a) Agreement and Plan of Merger dated IBRF
November 1, 1994, among The
Quaker Oats Company, LOOP
Acquisition Corp. and Snapple Beverage
Corp. (attached as Exhibit 11(c)(1)
to the Company's Tender Offer Statement
on Schedule 14D-1/Schedule 13D filed
with the Commission on November 4, 1994).
(2)(b) Definitive Stockholders Agreement dated IBRF
November 1, 1994, among The Quaker
Oats Company, LOOP Acquisition Corp. and
certain shareholders of Snapple Beverage
Corp. (attached as Exhibit 11(c)(2) to Amendment
No. 3 to the Company's Tender Offer Statement
on Schedule14D-1/Schedule 13D filed with the
Commission on November 28, 1994).
(23) Consent of Coopers & Lybrand LLP to incorporation E
by reference of their reports on Snapple Beverage Corp.
consolidated financial statements as of December 31,
1993 and 1992 and for the year and nine months then
ended, respectively; and on Unadulterated Food
Products, Inc. (D/B/A Snapple Natural Beverage
Company) financial statements as of March 31, 1992
and for the three months then ended and as of
December 31, 1991 and 1990 and for the three
years in the period ended December 31, 1991.
(99)(a) Tender Offer Statement on Schedule 14D-1/ IBRF
Schedule 13D and all exhibits thereto
filed with the Commission on November 4, 1994,
as amended.
EXHIBIT INDEX
(continued)
Electronic (E) or
Exhibit Exhibit Incorporated by
Number Description Reference (IBRF)
(99)(b) Snapple Beverage Corp. Annual Report on Form IBRF
10-K including consolidated financial statements of
Snapple Beverage Corp. as of December 31, 1993
and 1992 and for the year and nine months then ended,
respectively; and including financial statements of
Unadulterated Food Products, Inc. (D/B/A Snapple
Natural Beverage Company) as of March 31, 1992
and for the three months then ended and as of
December 31, 1991 and 1990 and for the three
years in the period ended December 31, 1991;
and Snapple Beverage Corp. Quarterly Report
on Form 10-Q including consolidated financial
statements of Snapple Beverage Corp. as of
September 30, 1994 and for the three and nine
months then ended; commission file number 0-20874.
(99)(c) Unaudited pro forma combined financial information E
of The Quaker Oats Company and Snapple
Beverage Corp.
Exhibit (99)(c) to Form 8-K
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information should be
read in conjunction with historical financial statements of The Quaker Oats
Company and Snapple Beverage Corp. contained in each company's Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q. The pro forma
information is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that
would have occurred had the Merger been consummated in accordance
with the assumptions set forth below, nor is it necessarily indicative of
future operating results or financial position.
Basis of Presentation
The unaudited pro forma combined income statements for the year ended
June 30, 1994 and for the six months ended December 31, 1994 present the
consolidated results of operations assuming that the Merger had been
consummated as of July 1, 1993. Snapple results for the full year ended
June 30, 1994 have been derived from Snapple's annual and quarterly reports
in order to present them on a fiscal year basis consistent with Quaker's
year end. Snapple's previous year end was December 31. Quaker's results
for the six months ended December 31, 1994 include Snapple activity from
the date of acquisition, December 6, 1994. Snapple results included in
the pro forma for the six months ended December 31, 1994 are for the
period July 1, 1994 through December 5, 1994. The financial information
for Snapple contains certain reclassifications made to conform to Quaker's
classification.
Unallocated Purchase Price and Nonrecurring Charges
The unaudited pro forma combined financial information reflects
preliminary allocations of the purchase price and is subject to revision
after additional studies and appraisals are completed. The pro forma
income statements do not reflect any material nonrecurring charges or
credits which may result directly from the acquisition. Nonrecurring items
of this nature, if any, would be separately disclosed in the financial
statements within the twelve months following the acquisition.
Two-for-one Stock Split-up
Per share information and average number of common shares outstanding have
been restated to reflect the November 1994 two-for-one stock split-up.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
(continued)
Pro Forma Adjustments
Pro forma adjustments reflect additional amortization of goodwill resulting
from the preliminary purchase price allocation and additional interest
expense resulting from the debt to finance the acquisition. Goodwill in
this analysis is being amortized over 40 years. The amount of goodwill and
the amortization period may change once the Company completes the
allocation of the purchase price. The pro forma interest expense
adjustment assumes that $1.4 billion of debt is in short-term borrowings
and $300.0 million is in long-term financing. Interest expense is
calculated using rates in effect at the time the borrowings are assumed to
be outstanding. The short-term rates used are the actual rates that the
Company paid during fiscal 1994 and the first six months of fiscal 1995.
The long-term interest rate used is the estimated rate that the Company
could have obtained in early fiscal 1994. The pro forma tax provision for
the six months ended December 31, 1994 includes an adjustment to
reflect the estimated effective tax rate assuming the acquisition had
occurred on July 1, 1993.
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE YEAR ENDED JUNE 30, 1994
<TABLE>
<CAPTION>
Snapple
The Quaker Beverage Pro Forma Pro Forma
Oats Company Corp. Adjustments Combined
Dollars in Millions (Except Per Share Data)
<S> <C> <C> <C> <C>
Net sales $5,955.0 $697.6 $6,652.6
Cost of goods sold 2,926.2 402.9 ___ 3,329.1
Gross profit 3,028.8 294.7 3,323.5
Selling, general and administrative 2,425.6 168.5 40.0 2,634.1
Restructuring charges and
gains on divestitures 108.6 108.6
Interest expense - net 89.7 2.6 66.0 158.3
Foreign exchange loss - net 26.2 ___ _____ 26.2
Income before income taxes 378.7 123.6 (106.0) 396.3
Provision for income taxes 147.2 42.8 (26.4) 163.6
Net income 231.5 80.8 (79.6) 232.7
Preferred dividends - net of tax 4.0 ___ ___ 4.0
Net income available for common $227.5 $80.8 $(79.6) $ 228.7
Per Common Share:
Net Income $1.68 $ 1.69
Average number of common
shares outstanding (in thousands) 135,236 135,236
<FN>
See accompanying notes to unaudited pro forma combined financial information.
<CAPTION>
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE SIX MONTHS ENDED DECEMBER 31, 1994
Snapple
The Quaker Beverage Pro Forma Pro Forma
Oats Company Corp. Adustments Combined
Dollars in Millions (Except Per Share Data)
<S> <C> <C> <C> <C>
Net sales $3,144.3 $271.6 $3,415.9
Cost of goods sold 1,616.4 164.9 ___ 1,781.3
Gross profit 1,527.9 106.7 1,634.6
Selling, general and administrative 1,322.5 102.6 17.5 1,442.6
Interest expense - net 39.5 2.6 38.0 80.1
Foreign exchange loss - net 0.9 ___ ___ 0.9
Income before income taxes and cumulative
effect of accounting change 165.0 1.5 (55.5) 111.0
Provision for income taxes 69.2 0.7 (21.1) 48.8
Income before cumulative effect of
accounting change 95.8 0.8 (34.4) 62.2
Preferred dividends - net of tax 2.0 ___ ___ 2.0
Net income available for common before
cumulative effect of accounting change $93.8 $0.8 $(34.4) $ 60.2
Per Common Share:
Income before cumulative effect of
accounting change $0.70 $ 0.45
Average number of common
shares outstanding (in thousands) 133,567 133,567
<FN>
See accompanying notes to unaudited pro forma combined financial information.
</TABLE>
EXHIBIT (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in The Quaker Oats Company
registration statement on Form S-3 (File No. 33-33253) of (i) our report
dated February 22, 1994, except as to Note 18, for which the date is
March 16, 1994, on our audits of the consolidated financial statements of
Snapple Beverage Corp. and Subsidiaries as of December 31, 1992 and 1993
and for the nine months ended December 31, 1992 and for the year ended
December 31, 1993 and (ii) our report dated June 5, 1992 on our audits of
the financial statements of Unadulterated Food Products, Inc. (D/B/A
Snapple Natural Beverage Company) as of December 31, 1990 and 1991
and March 31, 1992 and for each of the three years in the period ended
December 31, 1991 and for the three months ended March 31, 1992 which
reports are incorporated by reference in The Quaker Oats Company Amendment
to Current Report on Form 8-K filed December 19, 1994, from the 1993
Annual Report on Form 10-K of Snapple Beverage Corp.
Coopers & Lybrand L.L.P
Coopers & Lybrand L.L.P
New York, New York
February 17, 1995
