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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): November 2, 1998
AQUAPENN SPRING WATER COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 001-0013809 251541772
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
AquaPenn Spring Water Company, Inc.
One AquaPenn Drive
P.O. Box 938
Milesburg, Pennsylvania 16853
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(Address of principal executive offices) (Zip Code)
(814) 355-5556
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On November 2, 1998, AquaPenn Spring Water Company, Inc. issued a press
release, which is attached to this Current Report as Exhibit 99.1, announcing
that it has entered into a definitive merger agreement with Groupe Danone.
Item 7. Financial Statements and Exhibits.
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Exhibits
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99.1 Press Release, dated November 2, 1998, of AquaPenn Spring Water
Company, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AQUAPENN SPRING WATER COMPANY, INC.
By: /s/ Edward J. Lauth, III
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November 2, 1998 Name: Edward J. Lauth, III
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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Number Exhibit
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99.1 Press Release, dated November 2, 1998, of AquaPenn Spring Water
Company, Inc.
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November 2, 1998
PRESS RELEASE
Groupe Danone to Acquire AquaPenn
MILESBURG, PA, November 2, 1998 - AquaPenn Spring Water Company, Inc. (NYSE:
APN) today announced that it has entered into a definitive merger agreement with
Groupe Danone (NYSE: DA), one of the world's leading producers of packaged food
and beverages with over $15.5 billion in sales in 1997. Groupe Danone would
purchase, for cash, all outstanding common shares of AquaPenn at a price of $13
per share, or a total of approximately $112 million for the 8.6 million common
shares outstanding. Under the agreement, a subsidiary of Groupe Danone will
shortly commence a tender offer for all outstanding common shares of AquaPenn
followed by a merger in which each of the remaining shares of AquaPenn will be
exchanged for $13 in cash.
The AquaPenn Board of Directors unanimously approved the definitive merger
agreement with Groupe Danone. Certain shareholders of AquaPenn have granted
Groupe Danone an option to purchase 19.9% of AquaPenn's shares under certain
conditions at the offer price and these same shareholders have agreed to tender
their shares in the offer and to vote in favor of the merger if a vote of
shareholders is necessary.
Groupe Danone is ranked second in the worldwide bottled water market and it is
present in North America with its Evian and Dannon Natural Spring Water brands.
AquaPenn is one of the fastest growing bottled spring water companies in the
United States with manufacturing sites in Milesburg, Pennsylvania, High Springs,
Florida and Dunsmuir, California. AquaPenn and Groupe Danone have also agreed to
begin implementing an agreement for the production of convenience still natural
spring water for Groupe Danone.
Edward J. Lauth, III, Founder, Chairman and President of AquaPenn stated: "This
is obviously a tremendous opportunity for our shareholders, employees and
customers. Groupe Danone, in my opinion, is the premier bottled water company in
the world and AquaPenn will be a great addition for them. Groupe Danone is
committed to spending the necessary capital to market and build the
infrastructure to compete long-term in this category. We look forward to taking
advantage of the opportunities presented by this merger."
Lazard Freres & Co. LLC and Parker/Hunter Incorporated represented AquaPenn in
this transaction.
The tender offer will be made pursuant to separate offering documents to be
prepared, distributed and filed pursuant to federal and state securities laws.
The tender offer will be conditioned on the tender of at least 80% of the
outstanding shares of common stock on a fully diluted basis, the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and certain other customary closing conditions for
transactions of this type. This release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such State.
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