PROSPECTUS SUPPLEMENT
(To Prospectus dated July 29, 1996)
367,287 SHARES
NORTHLAND CRANBERRIES, INC.
CLASS A COMMON STOCK
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This Prospectus Supplement covers up to 367,287 shares of our Class A
Common Stock which we issued to Congress Financial Corporation (Northwest) in
connection with our acquisition from Congress of certain assets formerly owned
by Clermont, Inc. Please see "The Acquisition," below, for a description of the
acquisition.
This Prospectus Supplement also relates to the sale or other
distribution of the Shares by Congress.
This Prospectus Supplement does not contain complete information
regarding the offering of Class A Common Stock by Congress and should be read
only in conjunction with the base prospectus referenced above.
We will not receive any portion of the proceeds from the re-sale of the
Shares by Congress.
Our Common Stock is quoted on the Nasdaq National Market under the
symbol "CBRYA." On February 26, 1999, the last reported sales price for our
Common Stock on the Nasdaq National Market was $7.531 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus Supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
March 1, 1999
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THE ACQUISITION
Clermont was a producer and seller of cranberry and other fruit
concentrates which filed for bankruptcy protection in 1998. In January 1999, the
bankruptcy proceeding was dismissed by the bankruptcy court. Congress, as
Clermont's primary secured creditor, foreclosed on Clermont's assets. On March
1, 1999, we purchased from Congress and its affiliate, Col Realty, Inc., certain
assets formerly owned by Clermont for the shares of Common Stock covered by this
Prospectus Supplement and $6,850,000 in cash. The assets we acquired included
mainly a concentrating facility in Cornelius, Oregon; certain equipment; and
inventory consisting of cranberry and other fruit concentrate.
USE OF PROCEEDS
This Prospectus Supplement relates to Shares we issued in order to
effect the acquisition of the assets of Clermont as well as the re-sale of such
shares by Congress. We will not receive any proceeds from the re-sale of the
Shares by Congress.
PLAN OF DISTRIBUTION
Congress may sell or distribute some or all of the Shares from time to
time through underwriters or dealers or brokers or other agents or directly to
one or more purchasers in transactions on the Nasdaq National Market, in
privately negotiated transactions, or in the over-the-counter market, or in
brokerage transactions, or in a combination of such transactions. Congress may
effect such at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices,
which may be changed.
<TABLE>
INFORMATION WITH RESPECT TO THE SELLING SHAREHOLDER
<CAPTION>
Number of Shares of Common Number of Shares to be
Stock Owned Prior Number of Owned
Name to the Offering(1) Shares Offered After the Offering
<S> <C> <C> <C>
Congress Financial 367,287 367,287 -0-
Corporation (Northwest)
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1 Congress acquired the Shares from us in consideration for its ownership
interest in the assets of Clermont, Inc., which we purchased on March
1, 1999.
</TABLE>
