-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4/YU2q2dZ2R/Kgi+Gvl5xOLX3lr0zleEQCmGhHYrIgfvhsqbwcm/1ZyohG4lpvR xUxSarFvbw6Z+L2v2hhOQA== 0000891554-98-000569.txt : 19980513 0000891554-98-000569.hdr.sgml : 19980513 ACCESSION NUMBER: 0000891554-98-000569 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980501 FILED AS OF DATE: 19980512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: YOGEN FRUZ WORLD WIDE INC CENTRAL INDEX KEY: 0001005531 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-27476 FILM NUMBER: 98616167 BUSINESS ADDRESS: STREET 1: 8300 WOODBINE AVE 5TH FL STREET 2: MARKHAM ONTARIO CITY: CANADA L3R 9Y7 STATE: A6 BUSINESS PHONE: 5167379700 MAIL ADDRESS: STREET 1: 8300 WOODBINE AVENUE STREET 2: MARKHAM ONTARIO CITY: CANADA L3R 9Y7 STATE: A6 6-K 1 REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 1998 Yogen Fruz World-Wide Inc. (Translation of registrant's name into English) 8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_________ Incorporation by Reference This Form 6-K shall be incorporated by reference into the Registration Statement on Form F-4 of the Registrant (No. 333-8078) declared effective by the U.S. Securities and Exchange Commission on February 19, 1998 and into the definitive prospectus of the Registrant dated February 19, 1998 relating to such registration statement. Materials relating to Registrant and filed pursuant to this Form 6-K include: (a) Second Quarterly Report for the period ended February 27, 1998. (b) (Second) Letter of Transmittal for Common Shares of Registrant and for Common Shares of Integrated Brands, Inc. which was mailed out in respect of the merger between the Registrant and Integrated Brands, Inc. which closed on March 18, 1998. 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. YOGEN FRUZ WORLD-WIDE INC. Date May 11, 1998 By Aaron Serruya ----------------------------- Name: Aaron Serruya Title: Executive Vice President April 30, 1998 TO WHOM IT MAY CONCERN: Dear Sirs: RE: Yogen Fruz World-Wide Incorporated (TSE: YF.A) We enclose our Second Quarterly Report for the period ending February 27, 1998 for filing. As well, we enclose the (Second) Letter of Transmittal for Common Shares of Yogen Fruz World-Wide Inc. and for Common Shares of Integrated Brands Inc. which was mailed out in respect of the merger with Integrated Brands Inc. which closed on March 18, 1998. We declare that the above documents were sent by prepaid mail to all shareholders of the Company on April 30, 1998 and May 1, 1998. However, we have not mailed to shareholders in cases where notices or other documents have been returned undelivered by the Post Office. Yours very truly, YOGEN FRUZ WORLD-WIDE INCORPORATED "Sarah Oziel" Sarah Oziel Public Relations Second Quarter, 1998 Fiscal Year To Our Shareholders . . . We are pleased to report to shareholders that for the period ending February 28, 1998, we have achieved our fourteenth consecutive record quarter. Net earnings for the six months ending February 28, 1998 advanced 56% to $3,811,559 ($0.11 per share fully diluted) from $2,451,126 ($0.08 per share fully diluted) for the same period last year. Net earnings for the three months ended February 28, 1998 increased 56% to $2,110,282 ($0.06 per share fully diluted) from $1,348,672 ($0.04 per share fully diluted) for the same period last year. Revenues for the second quarter jumped to $11,161,872 from $7,026,704 an increase of 59%. Shareholders' equity increased to $73,528,683 from $60,664,202 last year. The Company remains institutionally debt-free with cash holdings of $20,758,959. For the three months ended February 28, 1998, corporate store sales were $2,974,503 compared to $422,565. The increase was primarily as a result of the Golden Swirl stores acquired on May 31, 1997. Product sales also advanced to $5,807,466 from $3,828,451 due to the overall growth of the system in the quarter. Franchising income and fees decreased to $1,738,999 from $1,915,834, due to fewer international Master Franchise Agreements signed during the quarter. All of our Brands however, continued to contribute towards our record net earnings this quarter. During the quarter, Yogen Fruz acquired the franchisee and territorial agency agreements, trademarks and other specified assets of Ice Cream Churn, a Byron, Georgia chain consisting of 361 ice cream scoop outlets operating in 11 southern states. This acquisition has added important volume and distribution advantages in the southeastern U.S., as well as an opportunity to increase production in our Dallas-based plant, thereby expanding the potential of the brand to serve a broader market base. On March 18, 1998, subsequent to the end of the second quarter, Yogen Fruz completed its merger of Integrated Brands Inc., which markets, sells and distributes Tropicana(R) frozen desserts, as well as a variety of other branded frozen dessert products, under the Betty Crocker(R), Trix(R), Yoplait(R), Colombo(R), Trix(R), Lucky Charms(R) and Yoo Hoo(R) brand names, pursuant to long-term exclusive license agreements. Integrated Brands Inc., directly and through subsidiaries, also operates, franchises and licenses Swensen's(R) Ice Cream, Steve's(R) Ice Cream and triple trademark frozen dessert stores throughout the United States and certain foreign countries. With the acquisition of Integrated Brands now behind us, we will begin to consolidate our Franchise businesses. The Integrated Brands deal has given us additional critical mass, while at the same time significantly increasing our U.S. distribution base. We also feel that there is a tremendous opportunity for us to develop the Tropicana(R) and Betty Crocker(R) frozen dessert lines throughout Canada. Initial response to the Tropicana frozen dessert in Canada has exceeded our expectation. We are also pleased to announce that for the second consecutive year, Yogen Fruz has been named by Entrepreneur Magazine, a U.S. publication, as #3 in their annual top franchise 500 issue. Yogen Fruz was listed only behind McDonald's and Burger King. Yogen Fruz also ranked #3 in the category of the fastest growing franchise. As of February 28, 1998, the Company had 4,036 locations in 82 countries, and is the world's largest franchisor of frozen yogurt outlets, operating a Family of Brands, including Yogen Fruz, Bresler's Ice Cream and Premium Frozen Yogurt, I Can't Believe It's Yogurt, Golden Swirl, Paradise, Ice Cream Churn and Java Coast Fine Coffees. Our System is growing, both domestically and internationally, winning new consumers wherever our Brands are introduced. As always at this time, we thank the people who have supported us and contributed so much to our success - our employees, shareholders, Master Franchisees and Franchisees. On Behalf of the Board, "Michael Serruya" Chairman of the Board Yogen Fruz World-Wide Inc. Yogen Fruz World-Wide Inc. Consolidated Statement of Earnings and Retained Earnings (Unaudited)
Six Months Ended Three Months Ended ---------------- ------------------ February 28, February 29, February 28, February 29, ------------ ------------ ------------ ------------ 1998 1997 1998 1997 ---- ---- ---- ---- Revenues Product Sales $11,243,420 $ 8,620,732 $ 5,807,466 $ 3,828,451 Franchising income and fees 3,145,986 3,694,798 1,738,999 1,915,834 Sales by corporate-owned stores 6,237,611 859,078 2,974,503 422,565 Rental and other income 1,464,529 1,582,646 640,904 859,854 ----------------------------------------------------------------------------------- 22,091,546 14,757,254 11,161,872 7,026,704 ----------------------------------------------------------------------------------- Direct Costs and Administrative Expenses 16,762,250 11,403,738 8,301,270 5,220,930 Amortization 1,138,887 816,090 555,860 442,316 ----------------------------------------------------------------------------------- 17,901,137 12,219,828 8,857,130 5,663,246 ----------------------------------------------------------------------------------- Earnings Before Income Taxes 4,190,409 2,537,426 2,304,742 1,363,458 Provision For Income Taxes 378,850 86,300 194,460 14,786 ----------------------------------------------------------------------------------- Net Earnings 3,811,559 2,451,126 2,110,282 1,348,672 Retained Earnings - Beginning of Period 18,215,366 8,278,427 19,916,643 9,380,881 ----------------------------------------------------------------------------------- Retained Earnings - End of Period $22,026,925 $10,729,553 $22,026,925 $10,729,553 =========== =========== =========== =========== Earnings Per Share - - Basic $0.11 $0.09 $0.06 $0.05 - - Fully Diluted $0.11 $0.08 $0.06 $0.04 ----------------------------------------------------------------------------------- Weighted Average Number of Common Shares Outstanding 35,126,906 28,602,583
Yogen Fruz World-Wide Inc. Consolidated Balance Sheet As at February 28 (Unaudited)
1998 1997 -------------------------------------------------------- Assets Current Assets Cash and short-term deposits $20,758,959 $26,967,896 Accounts receivable 16,164,674 8,263,994 Inventory 2,654,306 2,042,942 Prepaid expenses and sundry 2,401,282 1,410,855 Advances to related parties 404,411 424,374 Notes receivable 54,150 85,792 -------------------------------------------------------- 42,437,782 39,195,853 Notes Receivable 116,520 186,106 Deferred Income taxes 328,470 71,686 Capital Assets 3,943,072 2,414,193 Other Intangibles 2,874,759 1,545,316 Goodwill 33,405,411 27,666,840 -------------------------------------------------------- $83,106,014 $71,079,994 ========================= ========================= Liabilities Current Liabilities Accounts payable and accrued liabilities $8,828,582 $ 9,815,841 Income taxes payable 440,176 287,347 -------------------------------------------------------- 9,268,758 10,103,188 Lease Security Deposits 308,573 312,604 -------------------------------------------------------- 9,577,331 10,415,792 -------------------------------------------------------- Shareholders' Equity Capital Stock 51,501,758 49,934,649 Retained Earnings 22,026,925 10,729,553 -------------------------------------------------------- 73,528,683 60,664,202 -------------------------------------------------------- $83,106,014 $71,079,994 ========================= =========================
Yogen Fruz World-Wide Inc. Consolidated Statement of Changes in Financial Position (Unaudited)
Six Months Ended Three Months Ended ---------------- ------------------ February 28, February 29, February 28, February 29, ------------ ------------ ------------ ------------ 1998 1997 1998 1997 ---- ---- ---- ---- Cash Provided By (Used In): Operating Activities Net earnings $3,811,559 $2,451,126 $2,110,282 $1,348,672 Items not affecting cash Amortization 1,138,887 816,090 555,860 442,316 Loss (gain) on sale of capital assets (514,965) 17,533 (514,965) 53,797 Deferred Income taxes (72,546) -- (72,546) -- ------------------------------------------------------------------------------------- 4,362,935 3,284,749 2,078,631 1,844,785 Net change in non-cash working capital balances related to operations (6,942,275) (3,510,138) (753,516) (1,939,782) ------------------------------------------------------------------------------------- (2,579,340) (225,389) 1,325,115 (94,997) ------------------------------------------------------------------------------------- Investing Activities Repayment of (advances on) notes receivable (67,818) (76,410) (73,433) (38,077) Purchase of capital assets (690,380) (300,316) (660,576) (284,330) Proceeds on sale of capital assets 676,000 171,380 676,000 27,530 Acquisition of operating company/net of cash acquired of $nil (1997-$178,034) (1,680,000) (328,562) (1,680,000) -- Other intangibles -- (30,806) -- (30,806) ------------------------------------------------------------------------------------- (1,762,198) (564,714) (1,738,009) (325,683) ------------------------------------------------------------------------------------- Financing Activities Net proceeds from issue of special warrants -- 21,847,563 -- 21,847,563 Issue of common shares 1,168,775 517,944 55,175 269,926 Payment of acquisition payable (4,544,000) -- -- -- ------------------------------------------------------------------------------------- (3,375,225) 22,365,507 55,175 22,117,489 ------------------------------------------------------------------------------------- Increase (Decrease) in Cash Position (7,716,763) 21,575,404 (357,719) 21,696,809
Cash and Short-Term Deposits - Beginning of 28,475,722 5,392,492 21,116,678 5,271,087 Year ------------------------------------------------------------------------------------- Cash and Short-Term Deposits - End of Year $20,758,959 $26,967,896 $20,758,959 $26,967,896 =========== =========== =========== ===========
(SECOND) LETTER OF TRANSMITTAL FOR COMMON SHARES OF YOGEN FRUZ WORLD-WIDE INC. AND FOR COMMON SHARES OF INTEGRATED BRANDS INC. This (Second) Letter of Transmittal ("Letter") must accompany certificates representing common shares ("Yogen Fruz Common Shares") of Yogen Fruz World-Wide Inc. ("Yogen Fruz"), or common shares ("Integrated Brands Common Shares") of Integrated Brands Inc. ("Integrated Brands") delivered pursuant to the transactions described in the Yogen Fruz Management Information Circular and Proxy Statement dated January 15, 1998, (the "Yogen Fruz Proxy Circular") and the Integrated Brands Proxy Statement dated February 19, 1998 (the "Integrated Brands Proxy Statement"). Before completing this Letter, please read carefully the instructions set out below. Holders of Yogen Fruz Common shares who did not return the completed and signed (First) Letter of Transmittal and Election Form which accompanied the Yogen Fruz Proxy Circular to Equity Transfer Service Inc. prior to 5:00p.m. on February 27, 1998 were deemed to exchange each of their Yogen Fruz Common Shares for 1.05 Yogen Fruz Class A Subordinate Voting Shares in accordance with the terms of the share capital reorganization of Yogen Fruz. Holders of Integrated Brands Common Shares who did not return the completed and signed (First) Letter of Transmittal which accompanied the Integrated Brands Proxy Statement to Equity Transfer Services Inc. prior to 5:00p.m. on March 11, 1998, were deemed to exchange each of their Integrated Brands Common Shares for 0.585129 Yogen Fruz Class A Subordinate Voting Shares in accordance with the terms of the merger of Integrated Brands and Yogen Fruz Acquisition Corp. In order for shareholders to exchange their certificates representing either Yogen Fruz Common Shares or Integrated Brands Common Shares for certificates representing Yogen Fruz Class A Subordinate Voting Shares, such shareholders must complete and sign this Letter and return it together with the certificate(s) representing the Yogen Fruz Common Shares or the Integrated Brands Common Shares in accordance with Instruction No. 1. TO: Yogen Fruz World-Wide Incorporated c/o Equity Transfer Services Inc. - The Registrar and Transfer Agent at the office set out in the Instructions hereto. 1. The Undersigned transmits herewith for exchange the following certificate(s) representing or comprising Yogen Fruz Common Shares:
- ------------------------------------------------------------------------------------------------------------------------------ Certificate number(s) Number of Yogen Fruz Common Shares - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ Total: ----------------------------------------------------------------------
The Undersigned transmits herewith for exchange the following certificate(s) representing or comprising Integrated Brands Common Shares:
- ------------------------------------------------------------------------------------------------------------------------------ Certificate number(s) Number of Integrated Brands Common Shares - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ Total: ----------------------------------------------------------------------
NOTE: If the above space is insufficient, details may be listed on a separate schedule which should then be attached to this Letter. 2. The Undersigned hereby represents that the Undersigned is the owner of the Yogen Fruz Common Shares and/or Integrated Brands Common Shares represented by the certificate(s) described above and has good title to such shares free and clear of all liens, charges, security interests, encumbrances and adverse interests of every kind, and has all necessary right and authority to exchange the Yogen Fruz Common Shares and/or Integrated Brands Common Shares referred to above and to make any election and give all of the directions herein contained. 3. The Undersigned acknowledges that each Yogen Fruz Common Share described above was changed into 1.05 Yogen Fruz Subordinate Voting Shares and that each Integrated Brands Common Share described above was exchanged for 0.585129 Yogen Fruz Subordinate Voting Shares, in accordance with the transactions described in the Yogen Fruz Proxy Circular and the Integrated Brands Proxy Statement. 4. Upon receipt by the Registrar and Transfer Agent of this Letter and of the certificate(s) identified above and as soon as practicable Yogen Fruz, or the Registrar and Transfer Agent, will deliver (i) certificates representing whole Subordinate Voting Shares to which the Undersigned is entitled, and (ii) a cheque representing the cash value of any fractional interest in a Subordinate Voting Share to which the Undersigned would otherwise have been entitled. Certificates representing Subordinate Voting Shares and, if applicable, a cheque will be in the name of the shareholder set forth below. Certificates and, if applicable, a cheque will be mailed to the address of the shareholder set forth below. THE UNDERSIGNED ACKNOWLEDGES HAVING READ THE TERMS SET OUT ABOVE AND THE INSTRUCTIONS BELOW. DATED the ________ day of _______________________________, 199____. Shareholder's Name: Shareholder's Address: _____________________________________ (Please Print) Per:_________________________________ Authorized Signatory (Area Code and Telephone Number) Date: ______________ , 199___ (Canadian Social Insurance Number-for Canadian income tax purposes) INSTRUCTIONS 1. This Letter must be duly signed by the Shareholder or a duly authorized representative and completed and returned together with the appropriate certificate(s) representing the Yogen Fruz Common Shares and/or the Integrated Brands Common Shares referred to in paragraph 1 of the Letter to Equity Transfer Services Inc. at: Equity Transfer Services Inc. - The Registrar and Transfer Agent 120 Adelaide Street West Suite 420 Toronto, Ontario M5H 4C3 2. Where this Letter is executed on behalf of a corporation, partnership or association or by an agent, executor, administrator, trustee, curator, guardian or any person acting in a representative capacity, this Letter must be accompanied by satisfactory evidence of authority to act. 3. To complete this Letter, you must: (a) in paragraph 1 of this Letter, list the number(s) of the certificate(s) representing the Yogen Fruz Common Shares and/or the Integrated Brands Common Shares owned by you and transmitted with this Letter and the number of shares represented by each certificate by completing the panel provided in paragraph 1; (b) sign this Letter and print your name and address in the space provided. 4. Any share certificate(s) registered in the name of the person by whom or on whose behalf this Letter is signed need not be endorsed or accompanied by a share transfer power other than this Letter itself. Any share certificate(s) not so registered must be endorsed by the registered holder thereof or be accompanied by a share transfer power duly and properly completed by its registered holder, with signature guaranteed in either case by a Canadian chartered bank or trust company, a member of a recognized stock exchange in Canada or a member of the Transfer Association Medallion (Stamp) Program. The signature of the registered holder must correspond in every respect with the name of the registered holder appearing on the face of the share certificate(s). 5. The method of delivery of this Letter and the appropriate certificate(s) to the Registrar and Transfer Agent is at the option and risk of the shareholder but, if delivery by mail is used, registered mail with return receipt requested, properly insured, is recommended. 6. If additional copies of this Letter are desired, they may be obtained from the Registrar and Transfer Agent at the office specified in paragraph 1 of these Instructions. To Lean More About Us, Contact: World-Wide Head Office Yogen Fruz World-Wide Inc. 8300 Woodbine Avenue, 5th Floor Markham, Ontario, Canada, L3R 9Y7 Telephone: (905) 479-8762 Fax: (905) 479-5235 Internet: http://www.yogenfruz.com E-mail: yogenfruz@yogenfruz.com U.S.A. Head Office: Kayla Foods, Inc. 3361 Boyington Drive, Suite 200 Carrollton, Texas, U.S.A., 75006-9112 Telephone: (972) 788-4788 Fax: (972) 788-5036 E-mail: yogenfruzbrands@kaylafoods.com For International Franchises, contact: Kayla Foods Int'l (Barbados) Inc. "Aberfoyle", 5th Avenue Belleville, St. Michael, Barbados, W.I. Telephone: (246) 228-9505 Fax: (246) 228-7321 E-mail: kfibarb@caribnet.net Investor Relations: Sarah Oziel Telephone: (905) 479-8762 Fax: (905) 479-5235 e-mail: sarah@yogenfruz.com Internet: http://www.yogenfruz.com Toronto Stock Exchange (Trading Symbol: YF.A) -----END PRIVACY-ENHANCED MESSAGE-----