-----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, CJ71QdUpi+MIJ7BDX8DNZItyOZVQo/KBRRCycs6MZR52L1IQNKBqZgqO7Rs8tbW5 t1CaAdRC9L3RgzXHjQzAyA== 0001171520-07-000744.txt : 20071107 0001171520-07-000744.hdr.sgml : 20071107 20071107150658 ACCESSION NUMBER: 0001171520-07-000744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071102 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 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: 0802 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 071221123 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 eps2717.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): November 2, 2007 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01. Completion of Acquisition or Disposition of Assets. On November 2, 2007, United Natural Foods, Inc. (the "Company") completed its previously announced merger with Millbrook Distribution Services Inc. ("Millbrook"), a privately held subsidiary of Distribution Holdings, Inc. ("Holdings"). As a result of the merger of Holdings with and into the Company's wholly-owned subsidiary, UNFI Merger Sub, Inc., Holdings became a wholly-owned subsidiary of the Company. Each share of common stock (other than shares held by Holdings as treasury stock, shares held by the Company or shares held by holders who have properly demanded appraisal for such shares under Delaware law), Series A Preferred Stock and Series B Preferred Stock of Holdings outstanding immediately prior to the effective time of the merger was converted into the right to receive a cash payment, without interest or dividends, on the terms set forth in the Merger Agreement. The maximum consideration payable in connection with the merger is $84 million, subject to certain adjustments set forth in the Merger Agreement. Millbrook is headquartered in Leicester, Massachusetts and distributes specialty food items (including ethnic, kosher, gourmet, organic and natural foods), health and beauty care items and other non-food items to more then 9,000 retail locations. Millbrook operates four distribution centers, over 200 fleet vehicles and has approximately 1,300 employees located throughout the United States. Millbrook's distribution centers are located in Massachusetts, New Jersey, Florida and Arkansas. Item 8.01. Other Events. On November 5, 2007, the Company issued a press release announcing the completion of its merger with Millbrook and the date and time of its conference call to discuss the Company's results for the first quarter of fiscal 2008. A copy of the press release is attached hereto and furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Shell Company Transactions: Not Applicable (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 United Natural Foods, Inc. Completes Merger with Millbrook Distribution Services Inc.; Announces First Quarter 2008 Conference Call Details. 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/ Mark E. Shamber ------------------------- Mark E. Shamber Vice President and Chief Financial Officer Date: November 7, 2007 EX-99.1 2 ex99-1.txt PRESS RELEASE Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE November 5, 2007 United Natural Foods, Inc. Completes Merger with Millbrook Distribution Services Inc.; Announces First Quarter 2008 Conference Call Details Dayville, Connecticut - November 5, 2007 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the "Company") announced today the completion of its previously announced merger with Millbrook Distribution Services, Inc. ("Millbrook"), a privately held subsidiary of Distribution Holdings, Inc. Millbrook, headquartered in Leicester, MA, has annualized revenues in excess of $300 million. The financial terms of the transaction were not disclosed. Established in 1960, Millbrook distributes more than 22,000 specialty food items, and over 20,000 health and beauty care items and other non-food items to more then 9,000 retail locations. Millbrook carries specialty food items including ethnic, kosher, gourmet, organic and natural foods and also offers customers an extensive selection of health and beauty care items, including a full-line of national and branded products. Customers include independent store retailers, as well as regional and national supermarket, mass merchandisers and chain drug stores, in 48 states. The transaction accomplishes several strategic objectives for United Natural Foods, including accelerating the Company's expansion into a number of high-growth business segments and establishing an immediate market share in the fast-growing Specialty Foods market. Millbrook's robust customer base significantly enhances United Natural Foods' conventional supermarket business channel; both organizations' complementary product portfolios represent significant opportunities for cross-selling. "We're very pleased to welcome Millbrook, their customers and associates to our organization," Michael Funk, President and Chief Executive Officer of United Natural Foods. "This opportunity is consistent with our plan to expand our presence in the Specialty Foods segment and enhance the breadth of our products, resources and distribution network." Millbrook's distribution network features four distribution centers, representing over 1.6 million square feet of warehouse space. Credit Suisse Securities (USA) LLC acted as financial advisor to United Natural Foods. - more - Investor Conference Call Due to the proximity to the close of its fiscal 2008 first quarter, ended October 27, 2007, the Company will host a conference call and audio webcast at 11:00 am on Tuesday, November 20, 2007 to provide additional information regarding the Millbrook acquisition as well as review the Company's quarterly results, market trends and future outlook. The Company intends to release its financial results for the first quarter of fiscal 2008 before the market opens on Tuesday, November 20, 2007. The conference call dial-in number is 303-262-2004. An audio webcast of the conference call will be available to the public, on a listen-only basis, via the internet at www.earnings.com or at the Investor Relations section of the Company's website at www.unfi.com. Please allow extra time, prior to the call, to visit the site and download the necessary software to listen to the Internet broadcast. The online archive of the webcast will be available for 30 days. About United Natural Foods United Natural Foods, Inc. carries and distributes more than 40,000 products to more than 17,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. United Natural Foods, Inc. was ranked by Forbes in 2005 as one of the "Best Managed Companies in America," ranked by Fortune in 2006 and 2007 as one of its "Most Admired Companies," and ranked by Business Ethics as one of its "100 Best Corporate Citizens for 2006." AT THE COMPANY: FINANCIAL RELATIONS BOARD - -------------------------------------------------------------------------------- Mark Shamber Joseph Calabrese Chief Financial Officer General Information (860) 779-2800 (212) 827-3772 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that 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 annual report on Form 10-K filed with the Commission on September 26, 2007, 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. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so. -----END PRIVACY-ENHANCED MESSAGE-----