-----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, Knu+LmoB8BT+cvBRHjG9Z3K1FsFfwhTXDLLkjlBm/GL9wUW0A3NIbFatc464OvzP NPwclR+BAVLJLLpNrdvKng== 0000927016-99-000259.txt : 19990203 0000927016-99-000259.hdr.sgml : 19990203 ACCESSION NUMBER: 0000927016-99-000259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990114 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21531 FILM NUMBER: 99519223 BUSINESS ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 BUSINESS PHONE: 8607792800 MAIL ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 8-K 1 FORM 8-K 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): January 14, 1999 ---------------- United Natural Foods, Inc. -------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware -------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-21531 05-0376157 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 260 Lake Road Dayville, Connecticut 06241 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (860) 779-2800 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. Consolidation of Northeastern Operations On January 14, 1999, we issued a press release announcing plans to consolidate our northeastern operations into our Dayville, Connecticut and New Oxford, Pennsylvania facilities and to close our Chesterfield, New Hampshire distribution center and our Philadelphia, Pennsylvania terminal facility. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99 and incorporated herein by reference. The cost of closing the Chesterfield, New Hampshire facility and of transferring operations to other facilities is expected to total approximately $4,000,000. This expense includes: . approximately $2,400,000 of additional depreciation to reflect the net realizable value of the Chesterfield facility as well as some future unusable assets; . approximately $700,000 for severance and medical insurance costs; . approximately $700,000 for retention expenses; and . approximately $200,000 for the cost of moving inventory. These costs are expected to be recognized on our financial books and records during the remainder of the current fiscal year as follows: . the additional depreciation of the Chesterfield facility and other assets will be recognized pro rata through July 31, 1999; . severance and medical insurance costs will be recognized in the quarter ending January 31, 1999; . retention expenses will be recognized pro rata in the quarters ending April 30, 1999 and July 31, 1999; and . the cost of moving inventory will be recognized in the quarter ending July 31, 1999. Accordingly, we expect to recognize a total of approximately $700,000 in costs in the quarter ending January 31, 1999, approximately $1,550,000 in the quarter ending April 30, 1999 and approximately $1,750,000 in the quarter ending July 31, 1999. -2- We intend to expand our New Oxford, Pennsylvania facility by 120,000 square feet in order to accommodate the transfer of sales volume from the Dayville, Connecticut and Philadelphia, Pennsylvania facilities. We expect that the expansion of our New Oxford facility will enable us to service our customers in a more efficient manner and will eliminate the need to use outside storage facilities. This expansion is currently expected to cost approximately $3,500,000. This expansion is expected to be financed by a reduction of inventory safety stock and from the savings resulting from operating fewer distribution centers. Relocation of Seattle Facility We currently anticipate moving our Seattle operations to Auburn, Washington during the third quarter of Fiscal 1999. We currently expect moving costs to be approximately $650,000. This Current Report on Form 8-K contains forward-looking statements relating to the timing and expected costs of relocating our Seattle facility and the expected expense associated with closing our Chesterfield, New Hampshire facility, the timing of expense recognition for accounting purposes, the expected savings from closing our facility and the expected cost of expanding our New Oxford, Pennsylvania facility, and such statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are delays in closing our facility, problems associated with relocating our employees to other facilities, hiring additional employees in the remaining facilities, unexpected consolidation costs, including severance and medical insurance costs, retention costs and costs associated with moving inventory, competitive pressures, loss of customers, service interruptions, general economic conditions and the risk factors detailed from time to time in our periodic reports and registration statements filed with the Securities and Exchange Commission, including without limitation our 10-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. -------- See Exhibit Index attached hereto. -3- 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. Date: February 2, 1999 UNITED NATURAL FOODS, INC. By: /s/ Robert T. Cirulnick --------------------------------- Robert T. Cirulnick Chief Financial Officer -4- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99 Press Release dated January 14, 1999. EX-99 2 PRESS RELEASE DATED JANUARY 14, 1999 EXHIBIT 99 United Natural Foods Announces Savings from Regional Consolidation DAYVILLE, Conn., Jan. 14 /PRNewswire/ -- United Natural Foods, Inc. (Nasdaq: UNFI) today announced plans to consolidate its northeastern operations into its Dayville, Connecticut and New Oxford, Pennsylvania facilities. Consequently, the company will no longer operate the 110,000 square foot Chesterfield, New Hampshire distribution center and will begin transferring sales to the remaining facilities beginning in the spring of 1999. The consolidation is the result of a comprehensive operations and logistics study undertaken by consultants of KPMG Peat Marwick following United's November 1997 acquisition of Chesterfield, New Hampshire based distributor Stow Mills. The purpose of the study was to determine the best use of the company's existing distribution centers and to identify the most cost efficient method of serving its approximately 3,000 customers in the northeastern United States. The study identified annual operating savings in excess of $3.4 million by concentrating sales volume in two instead of three distribution centers. Savings will accrue from elimination of redundant facility costs, lower fleet and transportation costs, inventory reduction, and reduced employee staffing levels. Approximately half of the projected savings are expected to begin to be realized upon the transfer of sales out of the Chesterfield, New Hampshire facility, which is expected to be completed by mid-summer 1999. The company is expanding the New Oxford, Pennsylvania facility by 120,000 square feet in order to accommodate the remaining transfer of sales volume. This expansion is expected to be complete by 1999 year-end and will enable the remaining savings to be realized starting in January 2000. The approximately 150 affected full-time employees of the Chesterfield, New Hampshire facility are being offered similar positions at United's remaining distribution centers in Dayville, Connecticut; New Oxford, Pennsylvania; Denver, Colorado; Atlanta, Georgia; Auburn, California; and Seattle, Washington. Those employees who choose not to relocate will be offered a comprehensive transition assistance program. Commenting on the consolidation strategy, Norman Cloutier, Chairman and Chief Executive Officer said "No matter how significant the operational savings may be or how compelling the consolidation strategy, moving jobs out of the Chesterfield community is the most painful aspect of strengthening United Natural Foods. It is -1- difficult to accept that many of our valued, respected and skilled colleagues may have to leave the company and we are very grateful for all that they have contributed over the past years. I hope that the majority of Chesterfield, New Hampshire employees will continue with United and share the rewards of building a great and growing company in the future." This press release contains forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company's SEC filings, including its periodic reports filed under the Securities Exchange Act of 1934, as amended (copies of which are available upon request from the Company's investor relations department). -2- -----END PRIVACY-ENHANCED MESSAGE-----