UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
___ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1997*
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number __________*
F O O D B R A N D S A M E R I C A, I N C.
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2535513
_______________________________ ________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1601 NW Expressway, Suite 1700, Oklahoma City, Oklahoma 73118
_____________________________________________________ ________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405)879-4100
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES ____ NO X *
The registrant meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing
this form with the reduced disclosure format.
On November 10, 1997, the number of shares outstanding of
the registrant's common stock, $.01 par value, was 100.
* - The registrant's securities have been delisted and it is
no longer required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and is voluntarily
making this submission.
<PAGE>
FOODBRANDS AMERICA, INC.
_________________________
TABLE OF CONTENTS
FORM 10-Q
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet at
September 27, 1997 (Unaudited) and
December 28, 1996. . . . . . . . . . . . . . . . 3
Condensed Consolidated Statement of
Operations - Unaudited, Three Months and Nine
Months Ended September 27, 1997 and
September 28, 1996 . . . . . . . . . . . . . . . 4
Condensed Consolidated Statement of Cash
Flows - Unaudited, Nine Months Ended September
27, 1997 and September 28, 1996. . . . . . . . . 5-6
Notes to the Condensed Consolidated
Financial Statements - Unaudited . . . . . . . . 7-10
Item 2. Management's Narrative Analysis of the
Results of Operations . . . . . . . . . . . . . 11-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . 14
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands, except par value)
<CAPTION>
September 27, December 28,
ASSETS 1997 1996
_____________ ____________
<S> <C> <C>
Current assets: (Unaudited)
Cash and cash equivalents $ 11,125 $ 10,442
Receivables 48,102 46,582
Inventories 68,417 62,960
Other current assets 26,003 26,342
________ ________
Total current assets 153,647 146,326
Property, plant and equipment, net of
accumulated depreciation and amortization
of $8,616 and $56,434 164,441 152,778
Intangible assets, net of accumulated
amortization of $5,275 and $10,623 (Note 4) 481,889 193,390
Deferred charges and other assets 53,906 56,032
________ ________
$853,883 $548,526
======== ========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 1,811 $ 28,368
Accounts payable 33,158 33,298
Payable to parent company 69,339 -
Accrued liabilities 60,975 47,542
________ ________
Total current liabilities 165,283 109,208
Long-term debt 123,238 310,307
Long-term payable to parent company 150,000 -
Other long-term liabilities 66,990 73,393
Stockholders' equity:
Common stock, $.01 par value, 100 shares
authorized, issued and outstanding at
September 27, 1997 (20,000,000 shares
authorized, 12,464,080 shares issued and
outstanding at December 28, 1996) - 125
Capital in excess of par value (Note 4) 464,699 151,364
Retained earnings (deficit) (116,327) (94,336)
Minimum pension liability adjustment - (1,535)
________ ________
Total stockholders' equity 348,372 55,618
________ ________
$853,883 $548,526
======== ========
<FN>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
(Dollar amounts in thousands, except per share figures)
<CAPTION>
Three Months Ended Nine Months Ended
____________________ ____________________
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
1997 1996 1997 1996
_________ _________ _________ _________
<S> <C> <C> <C> <C>
Net sales $238,733 $218,361 $671,368 $604,636
Cost of sales 193,050 178,349 543,154 485,697
________ ________ ________ ________
Gross profit 45,683 40,012 128,214 118,939
Operating expenses:
Selling 20,469 20,745 57,305 59,479
General and administrative 9,552 6,282 27,241 20,652
Amortization of intangible
assets 3,042 1,277 7,009 4,747
Merger expenses (Note 4) - - 34,656 -
Provision for restructuring
and integration, net - 227 - 227
________ ________ ________ ________
Total 33,063 28,531 126,211 85,105
________ ________ ________ ________
Operating income 12,620 11,481 2,003 33,834
Other income (expense):
Interest and financing
costs (6,437) (8,226) (21,828) (23,307)
Other, net (188) 95 (188) 131
________ ________ ________ ________
Total (6,625) (8,131) (22,016) (23,176)
________ ________ ________ ________
Income (loss) before income
taxes and extraordinary
item 5,995 3,350 (20,013) 10,658
Income tax provision
(benefit) (Note 3) 1,561 1,440 1,978 (2,081)
________ ________ ________ ________
Income (loss) before
extraordinary item 4,434 1,910 (21,991) 12,739
Extraordinary loss on
early extinguishment of
debt (less applicable
income tax benefit of
$3,648 in 1996) - - - (5,051)
________ ________ ________ ________
Net income (loss) $ 4,434 $ 1,910 $(21,991) $ 7,688
======== ======== ======== ========
<FN>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
Increase (Decrease) in Cash and Cash Equivalents
(Dollar amounts in thousands)
<CAPTION>
Nine Months Ended
_____________________
Sept. 27, Sept. 28,
1997 1996
_________ _________
<S> <C> <C>
Cash flows from operating activities:
Income (loss) before extraordinary item $(21,991) $ 12,739
Adjustments to reconcile income (loss)
before extraordinary item to net cash
provided (used) by operating activities:
Depreciation and amortization 15,041 13,539
Amortization of intangible assets 7,009 4,747
Amortization included in interest expense 712 1,404
Deferred income taxes 1,869 (2,290)
Provision for restructuring and
integration, net - 227
Payments for restructuring/integration - (1,112)
Deferred compensation 723 375
Loss on disposition of property, plant
and equipment 38 -
Changes in:
Receivables (1,032) 1,439
Inventories (5,634) (7,353)
Other current assets (421) (2,950)
Deferred charges and other assets (313) 632
Accounts payable and accrued liabilities 10,959 (11,138)
Other long-term liabilities (2,804) (190)
Other - (65)
________ ________
Net cash provided by operating activities 4,156 10,004
________ ________
Cash flows from investing activities:
Purchase of property, plant and equipment (23,414) (17,288)
Acquisition of subsidiaries (33,876) (206)
Payments received on notes receivable 118 603
Proceeds from sale of property, plant and
equipment 295 1,454
Increase in notes receivable - (450)
________ ________
Net cash used by investing activities (56,877) (15,887)
________ ________
Continued
</TABLE>
<PAGE>
<TABLE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (continued)
Increase (Decrease) in Cash and Cash Equivalents
(Dollar amounts in thousands)
<CAPTION>
Nine Months Ended
_____________________
Sept. 27, Sept. 28,
1997 1996
_________ _________
<S> <C> <C>
Cash flows from financing activities:
Proceeds from debt obligations, net of
issuance costs $ - $164,861
Borrowings under revolving working capital
facility 62,500 171,000
Payments on revolving working capital
facility (78,000) (165,500)
Payment on promissory note - (50,000)
Payments on capital lease and debt
obligations (201,337) (115,717)
Payment on early extinguishment of debt - (6,325)
Issuance of common stock 58 83
Additional contribution to capital 50,844 -
Increase in payable to parent company 219,339 -
________ ________
Net cash provided (used) by financing
activities 53,404 (1,598)
________ ________
Increase (decrease) in cash and cash
equivalents 683 (7,481)
Cash and cash equivalents at beginning of
period 10,442 18,207
________ ________
Cash and cash equivalents at end of period $ 11,125 $ 10,726
======== ========
Supplemental disclosure of noncash investing
and financing activities:
Capital lease obligations $ 3,211 $ 4,326
Loss on early extinguishment of debt, net
of income taxes $ - $ (1,274)
<FN>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
</TABLE>
<PAGE>
FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 GENERAL
The accompanying condensed consolidated financial
statements include the accounts of Foodbrands America, Inc. and
all majority-owned subsidiaries (collectively, the "Company") and
have been prepared without audit. The Balance Sheet at December
28, 1996, has been derived from financial statements which have
been audited by Coopers & Lybrand L.L.P., independent
accountants. Certain reclassifications have been made to prior
year balances to conform to the current year presentation.
In the opinion of the Company, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments (adjustments are of a normal, recurring nature except
for the purchase accounting adjustments described in Note 4)
necessary for a fair presentation of the financial position as of
September 27, 1997 and December 28, 1996, and the results of
operations for the three months and nine months ended September
27, 1997 and September 28, 1996 and cash flows for the nine
months ended September 27, 1997 and September 28, 1996. Results
for the three and nine months ended September 27, 1997 are not
necessarily indicative of the results which will be realized for
the year ending December 27, 1997. The financial statements
should be read in conjunction with the Company's Annual
Report on Form 10-K, as amended, for the year ended December 28,
1996.
NOTE 2 INVENTORIES
Inventories at September 27, 1997 and December 28, 1996 are
summarized as follows (in thousands):
September 27, December 28,
1997 1996
_____________ ____________
Raw materials and supplies $22,166 $19,234
Work in process 10,003 8,499
Finished goods 36,248 35,227
_______ _______
$68,417 $62,960
======= =======
NOTE 3 INCOME TAXES
The provision (benefit) for income taxes consists of the
following components (in thousands):
Three Months Ended Nine Months Ended
____________________ ____________________
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
1997 1996 1997 1996
_________ _________ _________ _________
Current:
Federal $ 24 $ 31 $ 65 $ 105
State 26 30 44 104
_______ _______ _______ _______
50 61 109 209
_______ _______ _______ _______
Deferred:
Federal 1,459 1,135 1,781 3,630
State 52 244 88 781
_______ _______ _______ _______
1,511 1,379 1,869 4,411
_______ _______ _______ _______
Change in
valuation
allowance - - - (6,701)
_______ _______ _______ _______
Total $ 1,561 $ 1,440 $ 1,978 $(2,081)
======= ======= ======= =======
The effective tax rate differs from the statutory rate in both
1997 and 1996 due to amortization of certain intangible assets
which are not deductible for tax purposes and in 1997 due to
certain merger expenses (see Note 4) which are not deductible for
tax purposes. The effective tax rate was calculated based on the
projected taxable income for the full fiscal year and the
anticipated changes in the deferred tax assets and the deferred
tax liabilities.
In the second quarter of 1996, the Company eliminated its
valuation allowance resulting in a net deferred tax asset of
$68.5 million. As a result of the acquisitions of KPR Holdings,
L.P. and TNT Crust, Inc. in December 1995 and the debt
refinancing which occurred in May 1996, the Company's projected
taxable income indicated that it was more likely than not that
the net deferred tax benefits would be realized in the future.
A majority of the deferred tax assets were attributable to
pre-reorganization temporary differences and NOLs, and in
accordance with Fresh Start Reporting as prescribed by Statement
of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code," the tax benefit from
utilizing the pre-reorganization temporary differences and NOLs
was recorded as a reduction of Reorganization Value and other
intangible assets arising from bankruptcy. Therefore, the
adjustment resulted in the elimination of the remaining
Reorganization Value of $23.0 million and a reduction in
intangible assets of $4.2 million. In addition, a tax benefit of
$6.7 million was recorded resulting from the elimination of the
valuation allowance associated with post-reorganization temporary
differences and NOLs.
As a result of the Merger (as subsequently defined in Note
4), the Company's annual utilization of its net operating loss
carryforwards will be limited.
NOTE 4 MERGER AGREEMENT
On May 5, 1997, IBP, inc. ("IBP") and IBP Sub, Inc., a
wholly owned subsidiary of IBP (the "Purchaser"), completed its
offer to purchase all outstanding shares of common stock, par
value $.01 per share, of the Company (the "Common Stock") at a
price of $23.40 per share net to the seller in cash. On May 7,
1997, the Purchaser was merged with and into the Company (the
"Merger"), with the Company being the surviving corporation and
becoming a wholly owned subsidiary of IBP. At the effective time
of the Merger, each outstanding share of Common Stock (other than
shares held by IBP, the Company or their respective subsidiaries
and other than shares the holders of which have validly perfected
their dissenters rights under Delaware law) was canceled and
converted into the right to receive $23.40 per share in cash.
Upon change of control of the Company, the contingent
payment payable as a result of the 1995 acquisition of KPR
Holdings, L.P. ("KPR") was amended. The KPR payment due on April
1, 1997 was made in cash and an additional payment of
approximately $3.8 million was paid as a result of the change of
control. The additional contingent payments which can be earned
in 1997 and 1998 can now be elected to be taken in cash or common
stock of IBP (at a price of $22.50 per share), at the option of
the sellers. Following the Merger of the Company, the contingent
payment payable as a result of the 1995 acquisition of TNT Crust,
Inc. ("TNT"), was deleted and the sellers of TNT received a cash
payment of $9.5 million.
In connection with the Merger, the Company made other cash
payments totaling approximately $38.0 million, of which $34.7
million was recorded as merger expenses in the second quarter of
1997. The remaining amounts paid had previously been accrued and
expensed. These payments included fees and expenses associated
with the Merger, payments to the holders of the Company's
outstanding stock options, stock warrants and other stock plans
and payments under certain employment agreements which became due
upon a change of control. The funding for these payments, and
the payments to KPR and TNT, was provided by operations, the
Company's working capital revolving facility and by capital
contributions from IBP.
As a result of the change of control which occurred
pursuant to the Tender Offer, the Company was required under the
Indenture for the Company's 10-3/4% Senior Subordinated Notes due
2006 (the "Notes") to make an offer not more than 60 nor less
than 30 days following the occurrence of the change of control to
repurchase the outstanding Notes at a purchase price of 101% of
the principal amount, plus accrued and unpaid interest.
Approximately $5.0 million of Notes were repurchased pursuant to
this offer in July 1997.
Purchase accounting adjustments were recorded in the second
and third quarters of 1997 as a result of the change of control
to reflect the assets and liabilities of the Company at their
fair value. The excess of the total purchase price over fair
value of net assets acquired of approximately $270.9 million was
recognized as goodwill and is being amortized over 40 years.
NOTE 5 LONG-TERM DEBT
The Company's outstanding balance under its Credit
Agreement was retired during the second quarter of 1997. The
source of the funds used to retire the debt was borrowings from
IBP.
Interest expense for the third quarter of 1997 and year to
date in 1997 includes $3.1 million and $4.9 million,
respectively, accrued on borrowings from IBP.
In connection with a debt refinancing which occurred during
the second quarter of 1996, the Company incurred an extraordinary
loss on the early extinguishment of debt of $5.1 million, net of
income tax benefit of $3.6 million.
NOTE 6 ACQUISITION
Effective August 9, 1997, the Company purchased
substantially all of the assets of Winchester Food Processing,
Inc. ("Winchester") and has agreed to make certain contingent
payments over the next five years based on the attainment of
specified earnings levels. These payments, if made, will
increase goodwill. Winchester produces and markets bacon
bits and will be operated as a part of the KPR Division. The
acquisition has been accounted for by the purchase method of
accounting. The excess of the total purchase price over fair
value of net assets has been recognized as goodwill and is being
amortized over 40 years.
<PAGE>
FOODBRANDS AMERICA, INC.
Item 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE
RESULTS OF OPERATIONS
Nine Months Ended September 27, 1997 Compared to the Nine Months
Ended September 28, 1996. The Company's net sales for the first
nine months of 1997 were $671.4 million, an increase of 11% over
sales of $604.6 million for the same period in 1996. The
increase in net sales was primarily due to (i) sales volume
increases in the Food Service and KPR Divisions, (ii) a price
increase at the KPR Division as a result of a product
reformulation and (iii) improved product mix in the Deli
Division offset in part by a decrease in the sales volume at the
Specialty Brands Division.
In the first nine months of 1997, gross profit increased
$9.3 million, or 8%, to $128.2 million from $118.9 million in the
first nine months of 1996. The increase in gross profit was due
to the sales volume increases in the Food Service and KPR
Divisions and due to the improved product mix in the Deli
Division.
Selling expenses of $57.3 million in the first nine months
of 1997 decreased $2.2 million from $59.5 million over the same
period in 1996. The decrease was due to lower selling and
marketing expenditures in the Specialty Brands Division in 1997
compared to the prior year due to (i) charges incurred in the
second quarter of 1996 resulting from ineffective promotional
programs, which were eliminated by the Division's new sales
management team and (ii) the restructuring that occurred in this
Division in the third quarter of 1996 which resulted in a
reduction in headcount and a change to an Everyday Low Pricing
concept. This decrease was offset in part by an increase in the
Food Service Division due to increased sales volumes.
General and administrative expenses increased $6.5 million
from $20.7 million to $27.2 million. The increase was primarily
due to (i) the expense associated with the annual employee
incentive program resulting from the Merger and higher current
year performance levels, (ii) an increase in overhead cost at the
KPR Division as a result of the increased production and the
ongoing product development, and (iii) a reduction in the 1996
expense due to the reversal of accruals associated with asset
dispositions which occurred in the second quarter of 1996.
Amortization of intangible assets increased $2.3 million
due to the increase in intangible assets resulting from the
acquisition of the Company by IBP. This increase was partially
offset by a reduction in intangible assets which occurred in the
second quarter of 1996 in connection with the elimination of the
deferred tax asset valuation allowance.
Merger expenses of $34.7 million were recorded during the
second quarter of 1997. These expenses consisted of (i) certain
fees and expenses associated with the Merger, (ii) costs
associated with the Company's outstanding stock options, stock
warrants, and other stock plans not previously accrued resulting
from the change of control, and (iii) costs of certain employment
agreements which became due upon a change of control.
Interest, financing and other costs decreased from $23.2
million to $22.0 million due to the retirement of the Company's
outstanding indebtedness under its Credit Agreement replaced by
an intercompany payable to Foodbrands America's parent company at
a lower interest rate. This decrease was offset in part by the
increase in outstanding indebtedness and the 1% increase in
interest rates on the Company's senior subordinated notes which
occurred in the second quarter of 1996 in connection with
refinancing the Company's debt.
Income tax expense for the first nine months of 1997 was
$2.0 million based on the effective tax rate for projected income
from operations for the year. The effective tax rate was
calculated based on the projected taxable income for the full
fiscal year and the anticipated changes for the year in the
deferred tax assets and the deferred tax liabilities. Income tax
benefit for the first nine months of 1996 of $2.1 million
included a $6.7 million benefit resulting from the elimination of
the Company's valuation allowance associated with its deferred
tax asset (See Note 3 to the financial statements). The
Company recorded income tax expense for the first nine months of
1996 of $4.6 million based on the effective tax rate for
projected income from operations for 1996.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (the following exhibits are listed and
numbered in accordance with Item 601 of Regulation
S-K as of the date of this filing and consistent with
the numbering used in the Company's Annual Report on
Form 10-K filed March 28, 1997)
Exhibit Number Description
______________ ___________
10.29b Second Amendment to Purchase Agreement by
and among KPR Holdings, Inc. and
Foodbrands America, Inc. dated as of
September 24, 1997.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during this
quarter.
<PAGE>
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 thereunto duly authorized.
FOODBRANDS AMERICA, INC.
Dated: November 10, 1997 By:/s/ William L. Brady
____________________
William L. Brady
Vice President and Controller
EXHIBIT 10.29b
SECOND AMENDMENT TO PURCHASE AGREEMENT
This Second Amendment to Purchase Agreement (this
"Amendment") is entered into as of this 24th day of September,
1997 by and among Foodbrands America, Inc. ("Foodbrands"), KPR
Holdings, Inc. ("KPR Holdings") on behalf of itself and as
attorney in fact for each of the former shareholders (the
"Shareholders") of Jos. Copperfield & Sons, Inc., formerly known
as RKR-GP, Inc., with reference to the following circumstances:
A. Foodbrands, KPR Holdings and the Shareholders
previously entered into that certain Purchase Agreement dated
November 14, 1995, as amended by the First Amendment to Purchase
Agreement dated April 1, 1997 (the "Agreement"). Terms initially
capitalized which are not otherwise defined herein have the
meaning set forth in the Agreement, except to the extent
otherwise provided.
B. Foodbrands has entered into an Asset Purchase
Agreement dated of even date herewith pursuant to which
Foodbrands will acquire substantially all of the assets of
Winchester Food Processing, Inc. (the "Business").
C. The Business will be assigned to and operated as a
separate division of the Company and the parties desire to
clarify and modify, to the extent necessary, the provisions of
Section 2.07 of the Agreement such that the operation of the
Business is not included in the operations of the Company for
purposes of calculating the EBITDA of the Company and the
Contingent Purchase Price.
Accordingly, the parties have entered into this
Amendment for purposes of clarifying and modifying the Agreement
and setting forth the mutual agreements of the parties reached as
follows:
1. Business and Accounting Practices and Procedures.
Notwithstanding any provision of the Agreement to the contrary,
no revenue or expenses or any other transactions or operations of
the Business will be included in the financial statements of the
Company for purposes of calculating the EBITDA of the Company or
the Contingent Purchase Price pursuant to the Agreement. For
purposes of Section 2.07 of the Agreement, the Business will be
considered a separate Foodbrands Subsidiary; provided, the
provisions of Section 2.07(c) shall not be applicable to sales by
the Business.
2. No Other Amendment. Except as specifically
amended above, the Agreement shall remain in full force and
effect and shall not be otherwise amended by this Amendment.
3. Entirety. The agreements reflected in this
Amendment constitute the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior
negotiations and discussions.
4. Amendment. Subject to applicable law, this
Amendment may be amended only in writing signed by each of the
parties hereto.
5. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument and shall be effective when two or more
counterparts have been signed by each of the parties hereto and
delivered to the other parties.
IN WITNESS WHEREOF, the parties have executed this
Second Amendment to Purchase Agreement as of the day and year
first above written.
FOODBRANDS AMERICA, INC.
By /s/ Bryant P. Bynum
Name: Bryant P. Bynum
Title: Sr. Vice President-Finance
KPR HOLDINGS, INC., for itself
and as agent and attorney-in-fact
for the Shareholders
By /s/ William E. Rosenthal
William E. Rosenthal, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 27,
1997, CONTAINED IN THE THIRD QUARTER 1997 FORM 10-Q REPORT AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> SEP-27-1997
<CASH> 11,125
<SECURITIES> 0
<RECEIVABLES> 48,102
<ALLOWANCES> 0
<INVENTORY> 68,417
<CURRENT-ASSETS> 153,647
<PP&E> 173,057
<DEPRECIATION> 8,616
<TOTAL-ASSETS> 853,883
<CURRENT-LIABILITIES> 165,283
<BONDS> 123,238
0
0
<COMMON> 0
<OTHER-SE> 348,372
<TOTAL-LIABILITY-AND-EQUITY> 853,883
<SALES> 671,368
<TOTAL-REVENUES> 671,368
<CGS> 543,154
<TOTAL-COSTS> 543,154
<OTHER-EXPENSES> 126,211
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,828
<INCOME-PRETAX> (20,013)
<INCOME-TAX> 1,978
<INCOME-CONTINUING> (21,991)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,991)
<EPS-PRIMARY> (3.70)
<EPS-DILUTED> (3.70)
</TABLE>
