<PAGE> 1
UNITED STATES
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): May 13, 1999
-------------
Atlantic Premium Brands, Ltd.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13747 36-3761400
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
650 Dundee Road, Suite 370, Northbrook, Illinois 60062
------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 480-4000
--------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On May 13, 1999, Atlantic Premium Brands, Ltd. (the "Company")
completed the purchase of 573,810 shares of the Company's Common Stock at a
purchase price of $2.40 per share, for an aggregate purchase price of
$1,377,144. The Company purchased these shares from Bobby L. and Betty Ruth
Grogan, who received the shares in connection with the Company's October 1996
acquisition of Grogan's Sausage, Inc. and Grogan's Farm, Inc. from them. On May
18, 1999, the Company issued the press release attached as Exhibit 99 to this
Current Report on Form 8-K announcing this stock repurchase. The information
contained in this press release is incorporated herein by reference.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
2 Stock Purchase Agreement dated April 23, 1999 among the
Company and Bobby L. Grogan and Betty Ruth Grogan*
99 Press Release of the Company dated May 18, 1999*
- --------------
* Filed herewith.
<PAGE> 4
SIGNATURES
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.
ATLANTIC PREMIUM BRANDS, LTD.
By: /s/ Thomas M. Dalton
--------------------
Name: Thomas M. Dalton
Title: Senior Vice President and Chief Financial Officer
Dated: May 21, 1999
<PAGE> 5
Exhibit Index
-------------
Exhibit # Description
- ---------- ----------------------------------------------------
2 Stock Purchase Agreement dated April 23, 1999 among the Company and
Bobby L. Grogan and Betty Ruth Grogan*
99 Press Release of the Company dated May 18, 1999*
- --------------
* Filed herewith.
<PAGE> 1
EXHIBIT 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated this 23rd day
of April, 1999, by and between among ATLANTIC PREMIUM BRANDS, LTD., a Delaware
corporation ("BUYER"), BOBBY L. GROGAN and BETTY RUTH GROGAN, husband and wife
and residents of Kentucky (individually, a "SELLER", and together, "SELLERS").
R E C I T A L S:
A. Sellers own an aggregate of 573,810 shares of the issued and
outstanding common stock (collectively, the "STOCK") of Buyer.
B. Sellers have offered to Buyer the opportunity to acquire the Stock
at a purchase price of $2.40 per share, for an aggregate purchase price
("PURCHASE PRICE") of One Million Three Hundred Seventy Seven Thousand One
Hundred Forty-four and No/00 Dollars ($1,377,144.00).
C. Buyer desires to acquire from Sellers, and Sellers desire to sell to
Buyer, all of the Stock, all upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. RECITALS. The Recitals to this Agreement are hereby incorporated
herein as part of this Agreement.
2. SALE AND PURCHASE. On the Closing Date (as hereinafter defined), in
reliance on the representations, warranties, and agreements of the parties, and
on the terms and subject to the conditions herein set forth, Sellers shall sell,
convey, transfer, assign and deliver, to Buyer, as set forth below, and Buyer
shall buy from Sellers, the Stock, free and clear of all Encumbrances (as
hereinafter defined). Sellers shall deliver to Buyer the stock certificates
representing the Stock, together with duly executed stock powers, with
signatures guaranteed, pursuant to the form of transmittal letter ("TRANSMITTAL
LETTER") attached hereto as EXHIBIT A.
3. PAYMENT OF PURCHASE PRICE. The Purchase Price, as calculated above
in Recital B hereof, shall be paid to Seller in immediately available funds at
Closing (as hereinafter defined).
4. CLOSING. The consummation of the transactions contemplated by this
Agreement (the "CLOSING") shall take place in escrow on or before April 30, 1999
(the "CLOSING DATE"), or on such other date as the parties hereto may mutually
agree in writing. Both Buyer and Sellers will deposit with Buyer's attorney all
documents to be executed and delivered in connection with the transactions
contemplated hereby. On or before the Closing Date, Buyer will deliver the
Purchase Price to an account designated by Sellers. Upon Sellers' receipt
thereof, Buyer's attorney will cause all documents to be released to the
appropriate party. If the Purchase Price has not been so delivered to Sellers by
April 30, 1999, Buyer's attorney will send documents to the parties who
delivered such documents to him.
1
<PAGE> 2
5. SELLERS' REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
Each of the Sellers hereby jointly and severally, with the other Seller,
represents and warrants to, covenants and agrees with, Buyer, now and as of the
Closing Date, with the intent that the same may be relied upon by Buyer, as
follows:
A. Encumbrances. The Stock is owned of record and beneficially
by Sellers and Sellers have not had any notice of and have not taken any actions
which would create any of the following (collectively referred to as
"ENCUMBRANCES"): security interests, liens, pledges, claims, charges, escrows,
encumbrances, options, rights of first refusal, mortgages, indentures, security
agreements or other agreements, arrangements, contracts, commitments,
understandings or obligations, whether written or oral, encumbering title in any
way or affecting the ownership or voting of the Stock, other than the
Encumbrances created by this Agreement and the certain Stock Purchase Agreement
("SPA") among the parties dated as of October 1, 1996. Other than the Stock,
neither of the Sellers nor any associate or affiliate of either of the Sellers
has any (i) equity interest of any nature in and to Buyer, (ii) any right or
interest to acquire any such equity interest, and there exists no agreement,
commitment or understanding with respect to any such interest.
B. Authorization. This Agreement and all writings relating
hereto to be executed and delivered by Sellers constitute the valid and binding
obligations of Sellers, enforceable in accordance with their respective terms.
Neither the execution and delivery of this Agreement or any writing relating
hereto nor the consummation by Sellers of the transactions contemplated hereby
or thereby, nor compliance with any of the provisions hereof or thereof, will:
(i) violate any statute, law, rule or regulation or any order, writ, injunction
or decree of any court or governmental authority, which violation would impair
Sellers' ability to perform their obligations hereunder; or (ii) violate or
conflict with or constitute a default under (or give rise to any right of
termination, cancellation or acceleration under), or result in the creation of
any Encumbrance upon the Stock under any agreement or writing to which either
Seller is a party or which may affect the Stock in general. No consent or
approval of or notification to any third party or governmental authority is
required in connection with the execution and delivery by Sellers of this
Agreement or any writing relating hereto or the consummation of the transactions
contemplated hereby or thereby.
C. Litigation and Claims. Neither Seller is aware of any
pending or threatened actions, suits, claims, investigations or legal or
administrative or arbitration proceedings which may affect the Stock or the
transactions contemplated hereby in any way.
D. Brokers and Finders. With respect to this Agreement and the
transactions contemplated hereby, neither Seller is directly or indirectly
liable for any financial advisory fees, brokerage fees, commissions or finders'
fees, and no broker or finder has acted directly or indirectly for either
Seller.
E. Confidentiality. Each of the Sellers acknowledges that the
information to be provided to each represents, in part, material, non-public
information regarding Buyer and its prospects. Each of the Sellers further
acknowledges that each understands that the securities laws of the United States
prohibit any person who has material, non-public information concerning a public
company or a possible transaction involving a public company from purchasing or
selling securities in reliance upon such information or from communicating such
information to any other person or entity under circumstances in which it is
reasonably foreseeable that such person or entity is likely to purchase or sell
securities in reliance upon such information.
F. Sellers' Acknowledgments. Each of the Sellers acknowledges
that each has been advised by Buyer of certain matters in which Buyer is
currently involved, including those transactions described in
2
<PAGE> 3
Exhibit C, attached hereto. Each of the Sellers further acknowledges that (x)
each is an "accredited investor" (as that term is defined in Rule 501
promulgated by the Securities Exchange Commission ("SEC") under the Securities
Act of 1933, as amended (the "SECURITIES ACT")) and has such knowledge and
experience in business and financial matters as to be capable of evaluating the
merits and risks of the transaction contemplated to be made hereunder; and (y)
each has had an opportunity to discuss the matters described above with Buyer's
management and all of each Seller's questions have been answered to each
Seller's full satisfaction.
G. SEC Matters. Sellers have received all of the SEC Reports
(as defined below). In making their decision to sell the Stock, Sellers have
relied solely upon independent investigations made by them or their financial
advisors, and they have received no representation or warranty from Buyer or any
of its affiliates, employees or agents, except as expressly set forth herein.
For purposes hereof, the term "SEC REPORTS" means (i) its Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (including all exhibits), and
(ii) all other forms, reports and other registration statements filed by Buyer
with the SEC since January 1, 1996. Sellers acknowledge that Buyer's common
stock, as traded on the American Stock Exchange, has very little liquidity, and
therefore can have dramatic and substantial price changes on very little trading
activity.
H. Tax Matters. Sellers acknowledge that Buyer had no plan or
intention to reacquire any of the Stock, until immediately prior to the
execution hereof.
6. BUYER'S REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
Buyer hereby represents, warrants and declares to, and acknowledges and agrees
with, Sellers, now and as of the Closing, with the intent that the same may be
relied upon by Sellers, as follows:
A. Organization, Standing and Power. Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware. Buyer has the full power and authority to enter into this
Agreement and perform all acts necessary or appropriate to consummate the
transactions contemplated hereby.
B. Authorization. This Agreement and all writings relating
hereto to be executed and delivered by Buyer have been duly authorized by all
necessary action and constitute the valid and binding obligations of Buyer,
enforceable in accordance with their respective terms. The individuals executing
this Agreement and the other documents executed in connection herewith on behalf
of Buyer have been duly authorized to execute all of such documents on behalf
thereof. Neither the execution and delivery hereof nor any writing relating
hereto nor the consummation by Buyer of the transactions contemplated hereby or
thereby, nor compliance with any of the provisions hereof or thereof, will: (i)
conflict with or result in a material breach of the Certificates of
Incorporation or By-Laws of Buyer; (ii) violate any statute, law, rule or
regulation or any order, writ, injunction or decree of any court or governmental
authority; (iii) violate or conflict with or constitute a default under (or give
rise to any right of termination, modification, cancellation or acceleration
under), any agreement or writing of any nature to which Buyer is a party or by
which its assets may be bound or affected, or, except as consented to by Buyer,
result in the creation of any Encumbrance against or upon any of its assets
under any agreement or writing to which it is a party or by which its assets may
be bound or affected; or (iv) impair or in any way limit any governmental or
official license, approval, permit or authorization of Buyer. Other than Fleet
Capital Corporation and BOCP (as defined in EXHIBIT C), no consent or approval
of or notification to any Person is necessary or required in connection with the
execution and delivery by Buyer hereof or any writing relating hereto or the
consummation of the transactions contemplated
3
<PAGE> 4
hereby or thereby.
C. Brokers and Finders. Neither Buyer nor any officer,
director or employee thereof, has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees, commissions or
finders' fees, and no broker or finder has acted directly or indirectly for
Buyer in connection with this Agreement and the transactions contemplated
hereby.
D. Waiver. Only for purposes of consummating the transactions
contemplated hereby, Buyer hereby expressly waives the restrictions and
limitations contained in Section 12I of the SPA.
7. SELLER'S ADDITIONAL ACKNOWLEDGMENTS. In addition to the
acknowledgments of Section 5F hereof, each Seller hereby makes the following
acknowledgments to and agreements with Buyer relating to Buyer's business
affairs:
A. Sellers have been furnished with all unaudited quarterly
and audited annual financial statements of Buyer since Sellers became
stockholders of Buyer.
B. Sellers understand and are generally familiar with the
business and affairs of Buyer.
C. Sellers and their representatives and agents have been
afforded free and full access to the assets, properties, books and records of
Buyer, including the financial projections for Buyer's fiscal year ending
December 31, 1999, and to such additional information regarding the business and
properties of Buyer as Sellers have requested, so that Sellers have had a full
opportunity to make investigations of the assets and affairs of Buyer and arrive
at an informed business judgment as to the merits of the transactions
contemplated by this Agreement; Buyer has made all documents pertaining to its
affairs and business available to Sellers and has allowed Sellers and their
agents and representatives an opportunity to meet with the executive officers of
Buyer and ask questions and receive answers thereto and to verify and clarify
any information contained in such documents. Each Seller acknowledges that the
projections delivered to it are (i) based on information and assumptions which
have not been reviewed for accuracy or reasonableness by any third party or
expert, (ii) based on assumptions about circumstances and events which have not
yet occurred and that are beyond the control of Buyer, (iii) subject to
variations that may arise in the future. No representation or warranty, express
or implied, has been made by Buyer to Sellers as to the reasonableness or
accuracy of such projections and forecasts and, as a result, such forecasts or
projections are being viewed by Sellers solely as an orderly representation of
estimated results if the assumptions set forth therein are fulfilled.
D. Except as expressly stated herein, Buyer disclaims any
warranty, guaranty, or representation, oral or written, past present or future,
of as to, or concerning (i) the nature and condition of its assets or
liabilities, including, without limitation, the suitability of the assets of
Buyer for any and all activities and uses which it may elect to conduct
therewith and (ii) the compliance of Buyer or its operations with any laws,
ordinances or regulations of any government or other authority. Sellers have had
an opportunity to inspect the books and records of Buyer and its assets and
liabilities and each Seller has relied solely on such Seller's own
investigation. Buyer makes no representation or warranty with respect to the
information provided or to be provided with respect to the Stock, Buyer and
Buyer's assets and liabilities, except as expressly provided herein.
E. Sellers shall sign a proxy in the form of EXHIBIT B,
attached hereto, and deliver same to Buyer.
4
<PAGE> 5
8. CLOSING TRANSACTIONS. On the Closing Date:
A. Sellers shall deliver or cause to be delivered to Buyer:
(i) The stock certificate(s) representing the
Stock, along with the Transmittal Letter, properly endorsed for transfer or
accompanied by duly endorsed stock powers, signature guaranteed by a national
bank or member of a national securities exchange.
(ii) All consents and waivers required for Sellers
to enter into this Agreement and consummate the transactions contemplated
hereby.
(iii) Such other documents as Buyer reasonably
requests.
B. Buyer shall deliver or cause to be delivered to Sellers the
Purchase Price, in immediately available funds by wire transfer to an account
designated in writing by Sellers.
9. CONDITIONS OF OBLIGATIONS OF BUYER. The obligations of Buyer to
perform this Agreement are subject to the satisfaction of the following
conditions on or prior to the Closing Date:
A. Representations and Warranties. The representations and
warranties of Sellers in this Agreement or in any certificate or document
delivered in connection herewith shall be true and correct on the Closing Date
as though made on and as of the Closing Date, and Buyer shall have received a
certificate stating such.
B. Performance of Obligations of Sellers. Sellers shall have
performed all agreements and obligations required to be performed by them under
this Agreement on or prior to the Closing Date, and Buyer shall have received a
certificate stating such.
C. Consents. Sellers shall have obtained, or to the
satisfaction of Buyer obviated the need to obtain, all consents or waivers from
third parties necessary to convey the Stock to Buyer.
D. No Litigation. No action, suit or other proceeding shall be
pending before any court or governmental authority seeking or threatening to
restrain or prohibit the transactions contemplated by this Agreement, or seeking
to obtain substantial damages in respect thereof, or involving a claim that
consummation of such transactions would result in the violation of any law,
decree or regulation of any governmental authority having appropriate
jurisdiction.
10. CONDITIONS OF OBLIGATIONS OF SELLER. The obligations of Sellers to
perform this Agreement are subject to the satisfaction, on or prior to the
Closing Date, of the following conditions:
A. Representations and Warranties. The representations and
warranties of Buyer in this Agreement or in any certificate or document
delivered pursuant hereto shall be true and correct on the Closing Date as
though made on and as of the Closing Date, and Sellers shall have received a
certificate stating such.
B. Performance of Obligations of Buyer. Buyer shall have
performed all agreements and obligations required to be performed by it under
this Agreement on or prior to the Closing Date, and Sellers shall have received
a certificate stating such.
5
<PAGE> 6
C. Consents. Buyer shall have obtained, or to the satisfaction
of Sellers obviated the need to obtain, all consents or waivers from third
parties necessary to consummate the transactions contemplated hereby.
D. No Litigation. No action, suit or other proceeding shall be
pending before any court or governmental authority seeking or threatening to
restrain or prohibit the transactions contemplated by this Agreement, or seeking
to obtain substantial damages in respect thereof, or involving a claim that
consummation of such transactions would result in the violation of any law,
decree or regulation of any governmental authority having appropriate
jurisdiction.
11. SURVIVAL. All representations, warranties, agreements and
acknowledgments made by any party to this Agreement or pursuant hereto shall
survive the Closing.
12. INDEMNIFICATION.
A. Each party (the "INDEMNIFYING PARTY") shall indemnify and
save the other and each of its respective shareholders, subsidiaries,
affiliates, officers, directors, representatives and agents (collectively, the
"INDEMNIFIED PARTIES") harmless from, against, for and in respect of:
(i) any and all damages, losses, settlement
payments, obligations, liabilities, claims, actions, or causes of action,
encumbrances and reasonable costs and expenses suffered, sustained, incurred or
required to be paid by any Indemnified Party because of (a) the claims of any
broker or finder engaged by the Indemnifying Party; (b) the untruth, inaccuracy
or breach of any representation, warranty, agreement or acknowledgment of the
Indemnifying Party; and
(ii) all reasonable costs and expenses (including,
without limitation, attorneys' fees, interest and penalties) incurred by any
Indemnified Party in connection with any action, suit, proceeding, demand,
assessment or judgment incident to any of the matters indemnified against in
this Section 12.
B. All amounts that may become due to an Indemnified Party
shall be paid by the Indemnifying Party immediately upon demand, and if not so
paid, any amounts remaining unpaid shall accrue interest at the rate of 15% per
annum, accruing from the date demanded to the date paid.
13. MISCELLANEOUS.
A. Manner of Closing. At the Closing, all transactions
shall be conducted substantially concurrently and no transaction shall be deemed
to be completed until all are completed.
B. Parties in Interest. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the parties and their respective
executors, successors and assigns. Notwithstanding the foregoing, each Seller is
prohibited from assigning his/her interests hereunder, by operation of law or
otherwise.
C. Entire Agreement; Amendments. This Agreement and the
Exhibit attached hereto, and the other writings referred to herein or delivered
in connection herewith contain the entire understanding of the parties with
respect to its subject matter, and supersedes all prior understandings and
agreements. This Agreement may be amended only by a written instrument duly
executed by the parties. Any reference herein
6
<PAGE> 7
to this Agreement shall be deemed to include the Exhibit attached hereto. If any
provision of this Agreement is determined to be illegal or unenforceable, such
provision will be deemed amended to the extent necessary to conform to
applicable law or, if it cannot be so amended without materially altering the
intention of the parties, it will be deemed stricken and the remainder of the
Agreement will remain in full force and effect.
D. Headings. The section and subsection headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
E. Notices. All notices, claims, certificates, requests,
demands and other communications ("COMMUNICATIONS") hereunder shall be in
writing and shall be deemed to have been duly given when personally delivered,
mailed (by registered or certified mail, postage prepaid) or sent by overnight
courier service or facsimile addressed as follows:
If to either Seller,
in care of Mr. Grogan, at: Bobby L. Grogan
Route #2
Arlington, KY 42021
With a copy to: Gary B. Houston, Esq.
WHITLOW ROBERTS HOUSTON & STRAUB
Old National Bank Building
300 Broadway
Paducah, KY 42002-0995
Facsimile: (502)443-4571
If to Buyer: c/o Sterling Capital, Ltd.
650 Dundee Road, Suite 370
Northbrook, IL 60062
Facsimile: (847)480-0199
With a copy to: Tom D. Wippman, P.C.
650 Dundee Road, Suite 370
Northbrook, Illinois 60062
Facsimile: (847)480-1251
or to such other address as the person to whom a communication is to be given
may have furnished to the others in writing in accordance herewith. A
communication given by any other means shall be deemed duly given on the earlier
of when actually received by the addressee or three (3) days after sending such
communication. Notice hereunder to either Seller shall be deemed to be notice to
the other Seller.
F. Public Announcements. All public announcements relating to
this Agreement or the transactions contemplated hereby, will be made only as may
be agreed upon jointly by the parties hereto, or as Buyer considers required or
appropriate to comply with applicable law. Any governmental, public or private
inquiries or requests for information shall be promptly referred to Buyer.
G. Further Assurances. After the Closing Date, without further
consideration, the parties shall execute and deliver such further instruments,
documents, releases and waivers, including acknowledgments,
7
<PAGE> 8
as either party shall reasonably request to consummate the transactions
contemplated hereby and to perfect Buyer's title to the Stock.
H. Waivers. No waiver of any provision hereof shall be deemed
effective unless the party whom is claimed to have waived such provision shall
have signed an instrument waiving the compliance with such provision. Any party
to this Agreement may, by written notice to the other party hereto, waive any
provision of this Agreement. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent, same or different breach.
I. Materiality and Knowledge. The terms "MATERIAL" or
"MATERIALLY" or "MATERIALITY" shall mean the existence of a fact or condition or
facts or conditions which, if a dollar amount is readily ascertainable with
respect to such, has a value, either individually or in the aggregate, of more
than $50,000.00. The term "KNOWLEDGE" shall mean (i) actual knowledge or notice,
(ii) that knowledge which a party should know after having made all reasonable
inquiries and (iii) that an individual or individuals making a statement as to
its, his or her "KNOWLEDGE" has made all reasonable inquiries regarding the
facts and circumstances relating to such statement. For purposes of this
Agreement, the knowledge of one Seller shall be deemed to be the knowledge of
the other Seller (i.e., the knowledge of one Seller shall be imputed to the
other Seller), and the receipt of a notice by any shall be deemed to be receipt
by the other.
J. Counterparts. The Agreement may be executed in one or
more counterparts, but all such counterparts shall constitute one and the same
instrument.
K. Certificate. A Certificate shall mean a certificate signed
by the individual stating that (i) such individual who is signing the
certificate has made or has caused to be made such investigations as are
necessary in order to permit him to verify the accuracy of the information set
forth in such certificate and (ii) to the individual's knowledge, after due
inquiry, such certificate does not misstate any material fact and does not omit
any fact necessary to make the certificate not misleading.
L. Use of Certain Terms. The term "each of the Sellers" shall
mean either Seller or both Sellers, whichever has the broadest meaning given the
particular context. The term "PERSON" shall mean an individual, a partnership, a
joint venture, a joint stock company, a corporation, a trust, an unincorporated
organization, a limited liability company, any other legal entity and a
government, governmental body or quasi-governmental body, or any department,
agency or political subdivision thereof.
M. Applicable Law. The terms and conditions of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware applicable to agreements between Delaware residents entered into and to
be performed entirely within Delaware.
N. Consent to Jurisdiction. For those matters or disputes of
any nature arising out of, connected with, related or incidental to any matter
herein, the parties hereto hereby irrevocably submit themselves to the exclusive
jurisdiction of the courts of Delaware located in the City of Wilmington,
Delaware and to the jurisdiction of the United States District Court for
Delaware located in such city for the purpose of bringing any action that may be
brought in connection with the provisions hereof. The parties hereto hereby
individually agree that they shall not assert any claim that they are not
subject to the exclusive jurisdiction of such courts, that the venue is
improper, that the forum is inconvenient or any similar objection, claim or
argument. Service of process on any of the parties hereto with regard to any
such action may be made by mailing the process to such Persons by regular or
certified mail to the address of such Person set forth herein
8
<PAGE> 9
or to any subsequent address to which notices shall be sent.
O. Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, singular and plural as the identity
of that person referred to requires.
P. Joint and Several Obligations. The duties and obligations
of each of the Sellers are joint and several, and Sellers hereby acknowledge the
same, and each of the Sellers hereby guarantees performance of all duties and
obligations of the other under and pursuant to this Agreement. Furthermore,
where there is imposed an obligation or duty upon one Seller, the other Seller
shall be jointly and severally liable for ensuring the prompt compliance of such
obligation or duty thereof.
Q. Effect of Disputes. Notwithstanding the fact that there may
from time to time be disputes among the parties concerning the terms and
conditions hereof, the parties agree not to under any circumstances, disparage,
criticize or denigrate the talents, skills, prospects, abilities, integrity or
character of the other parties hereto, or such parties' management, directors,
employees, agents or representatives (including those of Buyer and its
affiliates). Each of the Sellers further agrees that each will not, at any time
after the date hereof and without Buyer's written consent, contact any past,
present or prospective customer, supplier, employee or agent or representative
of Buyer or any affiliate thereof with the intent, purpose or effect of injuring
the reputation, business or business relationships of such parties. The
provisions of this Section shall survive the execution and termination hereof,
irrespective of the reason for such termination.
R. Mutual Drafting. This Agreement is the joint product of
Buyer and Sellers and their respective counsel, and each provision hereof has
been subject to the mutual consultation, negotiation and agreement of such
parties and counsel, and shall not be construed for or against any party hereto.
(end of text)
**************************************
9
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
ATLANTIC PREMIUM BRANDS, LTD.
By /s/ MERRICK M. ELFMAN
---------------------
Merrick M. Elfman, Chairman
/s/ BOBBY L. GROGAN
- -------------------
Bobby L. Grogan
/s/ BETTY RUTH GROGAN
- ---------------------
Betty Ruth Grogan
10
<PAGE> 11
EXHIBITS
Exhibit A Form of Transmittal Letter
Exhibit B Form of Proxy
Exhibit C Possible Transactions Acknowledgment
THE COMPANY AGREES TO FURNISH SUPPLEMENTALLY A COPY OF ANY OF THE
EXHIBITS LISTED ABOVE TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.
11
<PAGE> 1
EXHIBIT 99
FOR IMMEDIATE RELEASE
ATLANTIC PREMIUM BRANDS, LTD. ANNOUNCES
STOCK REPURCHASE
REPURCHASE EQUAL TO 8% OF OUTSTANDING SHARES
Northbrook, Illinois, May 18, 1999 - Atlantic Premium Brands, Ltd.
(AMEX: ABR) today is pleased to announce that the company has completed the
repurchase of 573,810 shares of its outstanding common stock. The shares were
repurchased at a price of $2.40 per share, and were equal to approximately 8% of
its then outstanding shares.
Alan F. Sussna, President and Chief Executive Officer of Atlantic
Premium Brands, Ltd., stated, "We are pleased to announce this repurchase of the
company's stock. Given the price we paid for these shares, and our financing
costs for doing so, we believe this to be accretive to our future earnings per
share, and therefore beneficial to our shareholders."
Atlantic Premium Brands, Ltd., through its operations in Texas,
Louisiana, Kentucky and Oklahoma, manufactures, markets and distributes packaged
meats and other food products for customers in a twelve-state region. Through
its operations, the Company markets and distributes its own branded processed
meat products under brand names including J.C.Potter, Blue Ribbon, Richard's,
Grogan's Farm, Carlton and Partin's Country Sausage.
Atlantic Premium Brands, Ltd. wants to provide stockholders and
investors with meaningful and useful information. Therefore, this press release
contains forward-looking information, describes the Company's belief concerning
future business conditions, and the outlook of the Company based on currently
available information. Whenever possible, the Company has identified these
"forward looking" statements by words such as "pleased", "continued to"
"believe", and similar expressions. These forward looking statements are subject
to risks and uncertainties which could cause the Company's actual results or
performance to differ materially from those expressed in these statements. These
risks and uncertainties include the following: risks associated with
acquisitions including the integration of acquired businesses, new product
development and other aspects of the Company's business strategy; uncertainty as
to evolving consumer preferences; customer and supplier concentration; the
impact of competition; and sensitivity to such factors as weather and raw
material costs. Readers are encouraged to read The Company's Annual Report on
Form 10-K, its Current Report on Form 8-K dated June 4, 1997 and other reports
filed with the Securities and Exchange Commission for a more complete
description of these factors. The Company assumes no obligation to update the
information contained in this press release.
