-----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, RL2AL1jGd5+Pxa2PY8H30QBaHW09PaiQjmBzteLl01bcRCbha8QsZr2eD5kezpUW Yk0W78HcOIz+VSlOn2r4gw== 0000950124-98-000441.txt : 19980130 0000950124-98-000441.hdr.sgml : 19980130 ACCESSION NUMBER: 0000950124-98-000441 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-42075 FILED AS OF DATE: 19980129 EFFECTIVENESS DATE: 19980129 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEEBLER FOODS CO CENTRAL INDEX KEY: 0001018848 STANDARD INDUSTRIAL CLASSIFICATION: COOKIES & CRACKERS [2052] IRS NUMBER: 361894790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-45125 FILM NUMBER: 98515859 BUSINESS ADDRESS: STREET 1: 677 LARCH AVE CITY: ELMHURST STATE: IL ZIP: 60126 BUSINESS PHONE: 6308332900 FORMER COMPANY: FORMER CONFORMED NAME: KEEBLER CORP DATE OF NAME CHANGE: 19960715 S-1MEF 1 S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998 REGISTRATION NO. 333 - - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- KEEBLER FOODS COMPANY (Exact name of Registrant as specified in its charter) DELAWARE 2052 36-1894790 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation) Classification Code Number) Identification No.)
----------------------- 677 Larch Avenue Elmhurst, Illinois 60126 (312) 833-2900 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive office) ----------------------- Thomas E. O'Neill Vice President, Secretary and General Counsel Keebler Foods Company 677 Larch Avenue Elmhurst, Illinois 60126 (630) 833-2900 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- WITH COPIES TO: Bruce A. Toth Stephen L. Burns John L. MacCarthy Cravath, Swaine & Moore Winston & Strawn Worldwide Plaza 35 West Wacker Drive 825 Eighth Avenue Chicago, Illinois 60601 New York, New York 10019 (312) 558-5600
----------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. /X/ 333-42075 If this Form is a post-effective amendment filed pursuant to Section 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / 2 --------------- CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION REGISTERED PER UNIT PRICE (1) FEE (1) - ------------------- ------------ ---------------- ------------------- ------------ Common Stock, par value $.01 per share ........... 201,911(2) $ 24.00 $ 4,845,864 $ 1,430 ------------- ------------------- -------------
- --------------------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) (2) Includes 26,336 shares issuable pursuant to over-allotment option granted to underwriters -------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION V OF FORM S-1. IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1, THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-42075) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997, AS AMENDED BY AMENDMENT NO. 1 DATED JANUARY 7, 1998, AS AMENDED BY AMENDMENT NO. 2 DATED JANUARY 23, 1998, WHICH SUCH REGISTRATION STATEMENT WAS DECLARED EFFECTIVE ON JANUARY 28, 1998. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS (a) EXHIBITS. All Exhibits filed with the Registration Statement on Form S-1 (File No. 333-42075) are incorporated herein by reference thereto, and shall be deemed part of, this Registration Statement, except the following, which are filed herewith: Exhibit 5.1 Opinion of Winston & Strawn re: legality Exhibit 23.1 Consent of Coopers & Lybrand L.L.P. Exhibit 23.2 Consent of DeLoitte & Touche LLP Exhibit 23.3 Consent of Winston & Strawn (contained in Exhibit 5.1) II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 28th day of January, 1998. KEEBLER FOODS COMPANY By: /s/ Sam K. Reed ---------------------------------------- Sam K. Reed President and Chief Executive Officer Pursuant to the requirements of the Act, this Registration Statement has been signed by the following persons in the capacities on this 28th day of January, 1998. SIGNATURE TITLE --------- ----- /s/ Sam K. Reed - ---------------------------- Sam K. Reed President, Chief Executive Officer (Principal Executive Officer) and Director /s/ E. Nichol McCully - ---------------------------- E. Nichol McCully Chief Financial Officer and Senior Vice President - Finance (Principal Financial Officer) and Director /s/ James T. Spear - ---------------------------- James T. Spear Vice President Finance and Corporate Controller (Principal Accounting Officer) * - ---------------------------- Robert P. Crozer Director * - ---------------------------- Raymond Debbane Director * - ---------------------------- Sacha Lainovic Director * - ---------------------------- Amos R. McMullian Director * - ---------------------------- Christopher J. Sobecki Director * - ---------------------------- C. Martin Wood III Director * /s/ E. Nichol McCully - ---------------------------- E. Nichol McCully Attorney-in-Fact
II-2 5 LIST OF EXHIBITS NUMBER DESCRIPTION OF EXHIBITS ------ ----------------------- Exhibit 5.1 Opinion of Winston & Strawn re: legality Exhibit 23.1 Consent of Coopers & Lybrand L.L.P. Exhibit 23.2 Consent of DeLoitte & Touche LLP Exhibit 23.3 Consent of Winston & Strawn (contained in Exhibit 5.1)
EX-5.1 2 OPINION OF WINSTON & STRAWN 1 EXHIBIT 5.1 OPINION OF WINSTON & STRAWN January 29, 1998 Keebler Foods Company 677 Larch Avenue Elmhurst, IL 60127 Re: 201,911 Shares of Common Stock, $0.01 par value, of Keebler Foods Company Ladies or Gentlemen: We refer to the Registration Statement on Form S-1 (as amended, the "Registration Statement"), filed on January 29, 1998 by Keebler Foods Company (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration and sale of 201,911 shares of Common Stock, $0.01 par value (the "Shares"), of the Company by certain selling stockholders. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In connection with this opinion, we have examined and are familiar with an original or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the form of underwriting agreement and the form of subscription agreement incorporated by reference as exhibits to the Registration Statement (collectively, the "Underwriting Agreements"); (iii) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect; (iv) the Amended and Restated By-laws of the Company, as currently in effect; and (v) resolutions of the Board of Directors of the Company relating to, among other things, the Registration Statement. We have also examined such other documents and records as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents and records submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon representatives of the Company and others. Based on the foregoing, we are of the opinion that the Shares when sold in accordance with the terms of the Underwriting Agreements, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act. Very truly yours, /s/ Winston & Strawn EX-23.1 3 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement on Form S-1 of our report dated December 5, 1997, except for Note 23, as to which the date is January 22, 1998, on our audits of the consolidated financial statements and financial statement schedule of Keebler Foods Company. We also consent to the references to our firm under the captions "Experts", "Summary Consolidated Historical Financial Data" and "Selected Historical Financial Data." /s/ Coopers and Lybrand L.L.P. Chicago, Illinois January 28, 1998 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registrant Statement of Keebler Foods Company of our report dated May 15, 1996 on our audit of the financial statements of Sunshine Biscuits, Inc. incorporated by reference in such Registration Statement. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey January 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----