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 30, 1995
FOODBRANDS AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20499 13-2535513
(State or other (Commission (IRS
Employer
Jurisdiction of File Number)
Identification
Incorporation) Number)
2601 N.W. Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code (405)
879-5500
Item 5. Other Events.
On May 30, 1995, the Company sold the assets representing
its Retail Division to Thorn
Apple Valley, Inc. for cash and the assumption of certain related
liabilities pursuant to an
agreement executed as of April 29, 1995. The net proceeds were
used to retire approximately
$58.0 million of the Company's existing bank debt and to pay a
portion of the expenses of the
transaction (the "Disposition"). The agreement also includes a
five year earnout of up to an
additional $10 million upon achievement of certain incentive
targets.
As a result of the Disposition, the Company's revenue will
be reduced by the division's
sales, which were approximately $238 million in 1994. Return on
sales at both the operating
income and EBITDA levels are expected to increase significantly.
Interest expense will be
reduced as approximately $64 million of long-term debt has been
removed from the balance sheet.
The Company expects to write off approximately $65 million of
post bankruptcy intangibles
associated with the Retail Division.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Pro forma condensed consolidated statements of
operation for the fiscal year ended
December 31, 1994 and for the quarter ended April 1,
1995, and the pro forma
condensed consolidated balance sheet as of April 1,
1995 were filed with the
registrant's Current Report on Form 8-K on May 8, 1995
and are incorporated
herein by reference.
(c) Exhibits.
(2) First Amendment to Asset Purchase Agreement, dated
as of May 26, 1995,
By and Among Thorn Apple Valley, Inc. and
Foodbrands America, Inc.
(successor by merger to Doskocil Companies
Incorporated) and Wilson
Foods Corporation, Concordia Foods Corporation,
Dixie Foods Company
and Shreveport Foods Company.
<PAGE>
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.
FOODBRANDS AMERICA, INC.
By:
William L. Brady
Vice President and
Controller
Date: June 6, 1995
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page No.
2.1 First Amendment to Asset Purchase
Agreement, dated as of May 26, 1995, By
and Among Thorn Apple Valley, Inc.
and Foodbrands America, Inc. (successor by
merger to Doskocil Companies
Incorporated) and Wilson Foods
Corporation, Concordia Foods Corporation,
Dixie Foods Company and Shreveport Foods
Company.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT dated
as
of the 26th day of May, 1995 (the "First Amendment"), by and
among
THORN APPLE VALLEY, INC., a Michigan corporation ("Purchaser"),
FOODBRANDS AMERICA, INC., a Delaware corporation ("Foodbrands"),
successor by merger to DOSKOCIL COMPANIES INCORPORATED, a
Delaware
corporation ("Doskocil"), WILSON FOODS CORPORATION, a Delaware
corporation ("Wilson"), CONCORDIA FOODS CORPORATION, a Delaware
corporation ("Concordia"), DIXIE FOODS COMPANY, a Delaware
corporation ("Dixie") and SHREVEPORT FOODS COMPANY, a Delaware
corporation ("Shreveport"), Wilson, Concordia, Dixie and
Shreveport
collectively with Foodbrands are herein referred to as the
"Seller"
or "Sellers".
WHEREAS, on the 16th day of May, 1995 Doskocil merged
with and into Foodbrands who thereby succeeded to all of the
rights
and benefits as well as all of the duties and obligations of
Doskocil, and
WHEREAS, Purchaser and Doskocil, Wilson, Concordia,
Dixie
and Shreveport entered into that certain Asset Purchase Agreement
dated as of April 29, 1995 (the "Agreement"), and
WHEREAS, Purchaser and Sellers mutually desire and it
is
in the mutual benefit of Purchaser and Sellers to amend the
Agreement.
NOW, THEREFORE, in consideration of the foregoing and
the
mutual covenants and agreements set forth herein, Purchaser and
Sellers hereby amend the Agreement as follows:
1. The Merger. The name "Foodbrands" shall be and hereby is
substituted for the name "Doskocil" throughout and wherever
appearing in the Agreement.
2. The Amendments.
(a) Section 3.1(a) Purchase Price at Closing.
Section
3.1(a) of the Agreement is hereby amended by the deletion of the
"." at the end of the first sentence of Section 3.1(a) and by
adding the following provision:
"; provided, however, in the computation of Net Working
Capital, Foodbrands may use earlier period numbers in the event
that the Period End numbers are not available."
(b) Section 3.1(b) Payment of the Purchase Price.
Section 3.1(b) of the Agreement is hereby amended by the deletion
of Section 3.1(b) in its entirety and the substitution therefor
of
a new Section 3.1(b) as follows:
"(b) Payment of Purchase Price. At the Closing,
Purchaser shall pay Foodbrands the Purchase Price by wire
transfer
of readily available funds to the Doskocil Master Clearing
Account
No. 144813983 at Chemical Bank, a New York Banking Corporation,
New
York, New York (the 'Foodbrands Account')."
(c) Section 7.7. Books and Records. Section 7.7 of
the
Agreement is hereby amended by the insertion of the phrase "or
deliver originals of any or all of such books and records to
Purchaser" following the word "Seller" in line 13, and by adding
the following sentence after the word "Liabilities." in the last
line of Section 7.7:
"In the event Seller delivers originals of the books
and
records to Purchaser pursuant to clause (i) above, upon
Foodbrands'
reasonable request, Purchaser shall permit Seller access to such
books and records for the purpose of examining and making copies
of
such books and records it shall reasonably request all at the
expense of Sellers."
(d) Section 7.9. Removal of Signs. Section 7.9 of
the
Agreement is hereby amended by the addition of the following
provision:
"It is further understood and agreed that certain of
Sellers' Marks appear on assets of Sellers that are not being
sold
to Purchaser under this Agreement and Sellers have in stock in
divisions other than the Division stationery, labels and other
paper products bearing Sellers' Marks. Purchaser hereby consents
to Sellers' use of Sellers' Marks for a period of six months from
Closing at which time Foodbrands shall cause Sellers' Marks to be
removed from all of Sellers' assets and any remaining stationery,
labels or other remaining paper products bearing such marks or
logos destroyed, without expense to Purchaser."
(e) Section 7.13(j). Assignment and Assumption of
Receivables and Customer Purchase Orders. Section 7.13(j) of the
Agreement is hereby amended by the deletion of Section 7.13(j) in
its entirety and the substitution therefor of a new Section
7.13(j)
as follows:
"(j) Assignment and Assumption of Receivables,
Customer
Purchaser Orders and Other Assets. The Purchaser and Seller
shall
enter into and deliver to the other the Assignment and Assumption
of Receivables, Customer Purchase Orders and Other Assets
(Exhibit
I) hereto."
(f) Section 7.15. Supplemental Disclosure. Section
7.15 of the Agreement is hereby amended by the deletion of the
"."
at the end of Section 7.15 and by adding the following provision
after the word "schedules:"
"; provided, however, in the preparation of Schedule
2.1(a) (Accounts Payable) and Schedule 2.1(b) (Accrued
Liabilities), at Purchaser's request, Seller shall retain as many
of the Accounts Payable and Accrued Liabilities it can reasonably
and prudently retain and Schedule 2.1(a) (Accounts Payable) and
Schedule 2.1(b) (Accrued Liabilities) shall reflect only those
Accounts Payable and Accrued Liabilities Purchaser shall assume
and
pay. In respect to the list of Receivables and the list of Other
Assets to be updated to the Closing Date pursuant to Section
1.1(c)
and Section 1.1(d), respectively, Seller shall not be required to
update such schedules prior to or at the Closing but shall, as
soon
as practicable after Closing, but in any event within fourteen
(14)
days following Closing, prepare and furnish to Purchaser a
complete
and accurate list of the Receivables and a complete and accurate
list of the Other Assets as of the Closing Date."
(g) Section 9.3(a). The Purchase Price. Section
9.3(a)
of the Agreement is hereby amended by the deletion of the phrase
"the Doskocil Account" in line two of Section 9.3(a) and the
substitution therefor of the phrase "the Foodbrands Account".
3. Assignment and Assumption of Receivables, Customer Purchase
Orders and Other Assets (Exhibit I). The term "Assignment and
Assumption of Receivables, Customer Purchase Orders and Other
Assets (Exhibit I)" shall be and hereby is substituted for the
term
"Assignment and Assumption of Receivables and Customer Purchase
Orders (Exhibit I)" appearing in Section 9.3(g), Section 10.4(h)
and Article XIV.
4. Article XIV DEFINITIONS. The definition of "IDB
Obligations"
is hereby amended by the deletion of the "." and by adding the
following provision after the word "Arkansas" in line eight of
such
definition:
"and minus (iii) the pre-paid debt expense associated
with (i) and (ii) above except to the extent such pre-paid
expense
is included in Other Assets."
5. The Agreement. The term "Agreement" as used in the
Agreement
shall hereafter mean the Agreement as amended by this First
Amendment and shall continue in full force and effect in
accordance
with the terms thereof and hereof.
6. Governing Law. This First Amendment shall be governed by
and
construed in accordance with the laws of the State of Oklahoma.
7. Counterparts. This First Amendment may be executed in one
or
more counterparts, all of which shall be considered one and the
same instrument, and shall become effective when one or more
counterparts have been signed by each of the parties and
delivered
to the other parties.
IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed on the date first above written.
THORN APPLE VALLEY, INC., a
Michigan corporation
By /s/ Joel Dorfman
Joel Dorfman, President and
Chief Operating Officer
FOODBRANDS AMERICA, INC., a
Delaware corporation (successor
by merger to DOSKOCIL COMPANIES
INCORPORATED, a Delaware
corporation)
By /s/ R. Randolph Devening
R. Randolph Devening,
Chairman, President and Chief
Executive Officer
WILSON FOODS CORPORATION, a
Delaware corporation
By /s/ R. Randolph Devening
R. Randolph Devening,
President
CONCORDIA FOODS CORPORATION, a
Delaware corporation
By /s/ R. Randolph Devening
R. Randolph Devening,
President
DIXIE FOODS COMPANY, a Delaware
corporation
By /s/ R. Randolph Devening
R. Randolph Devening,
President
SHREVEPORT FOODS COMPANY, a
Delaware corporation
By /s/ R. Randolph Devening
R. Randolph Devening,
President
