SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 8, 1998
LINCOLN SNACKS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-23048 47-0758569
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification Number)
4 High Ridge Park, Stamford, CT 06905
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (203) 329-4545
N/A
(Former name or former address, if changed since last report)
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Item 1. Change of Control of Registrant.
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(a) On June 8, 1998 Brynwood Partners III, L.P., a Delaware limited
partnership (the "Controlling Shareholder"), acquired 3,569,755 shares of Common
Stock, $.01 par value (the "Purchased Shares"), of the Registrant at a price per
share of $2.00 pursuant to that certain Stock Purchase Agreement dated June 8,
1998 (the "Stock Purchase Agreement") by and between the Controlling Shareholder
and Noel Group, Inc., a Delaware corporation (the "Seller"). The Purchased
Shares constitute approximately 56.4% of the outstanding shares of Common Stock
of the Registrant.
The total aggregate amount of consideration for the Purchased Shares was
Seven Million One Hundred Thirty Nine Thousand Five Hundred Ten Dollars
($7,139,510). Payment of $4,500,000 of the purchase price was paid on the
Closing Date, with the balance paid by delivery of a short term (less than 45
days) secured Promissory Note and Pledge Agreement dated June 8, 1998 to Seller
in the amount of $2,639,510. The promissory note is secured by, among other
things, the Purchased Shares. The Controlling Shareholder's working capital was
the sole source of the funds comprising the cash portion of consideration for
the Purchased Shares and will be the sole source for the payment of the
promissory note.
On June 12, 1998, the Chairman and Chief Executive Officer of the
Registrant resigned, along with four other members of the board of directors.
Messrs. Hendrik J. Hartong, Jr., John T. Gray and Ian B. MacTaggart, three
representatives of the Controlling Shareholder, were elected to fill three of
the board vacancies resulting from such resignations. The Controlling
Shareholder's nominees thus comprise a majority of the Regtistrant's board of
directors. The Registrant does not know of any other arrangements or
understandings among members of the former and new control groups and their
associates with respect to election of directors.
(b) None known.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LINCOLN SNACKS COMPANY
Date: June 16, 1998 By: /s/ Scott Kirk
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Scott Kirk
President
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