-----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, O2bENZwbqGv8P8bR64ewEx4dyrk8t4e5SVYLXI+m/84ugG53VzZ4JTFey3Vmq9fY mb/zWTIM1MAdSnRJoL6yHQ== 0001171520-02-000064.txt : 20020807 0001171520-02-000064.hdr.sgml : 20020807 20020807115536 ACCESSION NUMBER: 0001171520-02-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020805 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020807 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: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 02721412 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 d02-1032.txt UNITED NATURAL FOODS, INC. ================================================================================ 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): August 5, 2002 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 260 Lake Road Dayville, CT 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 On August 5, 2002 the Company issued a press release announcing it signing of a letter of intent to acquire Blooming Prairie Cooperative. A copy of this press release is attached as an exhibit to this Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of businesses acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated August 5, 2002, announcing the Company's signing of a letter of intent to acquire Blooming Prairie Cooperative. 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 hereunto duly authorized. UNITED NATURAL FOODS, INC. By: /s/ Todd Weintraub ---------------------------- Todd Weintraub Vice President, Treasurer and Chief Financial Officer Date: August 6, 2002 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated August 5, 2002, announcing the Company's signing of a letter of intent to acquire Blooming Prairie Cooperative. EX-99.1 3 ex99-1.txt PRESS RELEASE [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE August 5, 2002 UNITED NATURAL FOODS SIGNS LETTER OF INTENT TO ACQUIRE BLOOMING PRAIRIE COOPERATIVE Will Purchase Substantially All Assets Dayville, Connecticut August 5, 2002 -- United Natural Foods, Inc. (Nasdaq: UNFI) today announced it has signed a letter of intent to acquire Blooming Prairie Cooperative, the largest volume distributor of natural foods in the Midwest region. Blooming Prairie, headquartered in Iowa City, IA and in business since 1974, had approximately $130 million in sales for the latest twelve months. Terms of the acquisition were not disclosed. Consummation of the acquisition is contingent, among other things, upon execution of an asset purchase agreement and approval by the members of Blooming Prairie. Michael Funk, United Natural Foods Chief Executive Officer, said, "One of our stated goals has been to further broaden our presence and increase customer penetration in the fast growing Midwest market. Acquiring Blooming Prairie's Iowa City and Minneapolis facilities will provide us with an immediate physical base as well as the growth platform to meet that goal and the volume to expand cost-effectively." United Natural Foods expects the transaction to close in its' first or second fiscal quarter. The Company also stated it expects the transaction to be neutral to slightly accretive in the first full year following the acquisition, and accretive thereafter. About Blooming Prairie Cooperative Blooming Prairie Cooperative carries and distributes approximately 15,000 products to more than 2,700 customers primarily in the Midwest. Blooming Prairie serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators, cooperatives and buying clubs. About United Natural Foods United Natural Foods, Inc. carries and distributes over 30,000 products to more than 7,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores and independent retail operators. For more information on United Natural Foods, Inc., visit the Company's web site at www.unfi.com. AT THE COMPANY: AT FRB/WEBER SHANDWICK: - -------------------------------------------------------------------------------- Todd Weintraub Joseph Calabrese Vanessa Schwartz Chief Financial Officer General Information Analyst Information (860) 779-2800 (212) 445-8434 (212) 445-8433 Judith Sylk-Siegel Media Information (212) 445-8431 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Natural's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Commission on June 13, 2002, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. United Natural Foods, Inc. is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. -----END PRIVACY-ENHANCED MESSAGE-----