-----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, VE//wjBdNGdpTFtGsf+VY3jT9Vsg5Zx4Af5DDeXcULz1wRirz+MB7LZBkhZIa2ev uj0fZmIxDxoIdKaSvDxsSA== 0001004404-99-000040.txt : 19990806 0001004404-99-000040.hdr.sgml : 19990806 ACCESSION NUMBER: 0001004404-99-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990726 ITEM INFORMATION: FILED AS OF DATE: 19990805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VACU DRY CO CENTRAL INDEX KEY: 0000102588 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 941069729 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-01912 FILM NUMBER: 99678036 BUSINESS ADDRESS: STREET 1: 100 STONY POINT ROAD STREET 2: SUITE 200 CITY: SANTA ROSA STATE: CA ZIP: 95401 BUSINESS PHONE: 7075344000 MAIL ADDRESS: STREET 1: 100 STONY POINT ROAD STREET 2: SUITE 200 CITY: SANTA ROSA STATE: CA ZIP: 95401 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 26, 1999 ------------- VACU-DRY COMPANY - ----------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) California - ----------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 01912 94-1069729 ----------------- ----------------------- (Commission File Number) (I.R.S. Employer Identification No.) 100 Stony Point Road, Suite 200, Santa Rosa, California 95401 - ------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (707) 535-4000 - ------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - ------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2: Acquisition or Disposition of Assets As previously reported, on June 21, 1999, Registrant entered into an agreement with Tree Top, Inc. pursuant to which Registrant would sell substantially all of the assets relating to its product lines of processed apple products and products containing processed apple products. The agreement required the approval of the Registrant's shareholders. On July 26, 1999, a majority of Registrant's shareholders approved the sale, and the parties closed the sale transaction. The assets to be sold include specified equipment, related trade secrets and information, certain trademarks, and goodwill related to those product lines for a purchase price of $12 million in cash, plus inventory remaining unsold as of September 30, 1999, up to an additional $2.75 million dollars. Assets not being sold include certain other processed apple product lines, the Company's vacuum-dried apple product line, its food storage business, and its Made In Nature line of organic natural foods and chilled juices. Item 7: Financial Statements and Exhibits (b) Pro Forma Financial Information PRO FORMA FINANCIAL INFORMATION Pro Forma Condensed Consolidated Balance Sheet The following unaudited pro forma condensed consolidated balance sheet at March 31, 1999, has been prepared to reflect the proposed Sale of the Company's apple product lines based on the assumption that the sale was consummated at that date. The pro forma condensed consolidated balance sheet should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Company's 1998 Annual Report and the condensed consolidated financial statements of the Company for the nine months ended March 31, 1999 and 1998 included in the Company's March 1999 Quarterly Report.
Actual Pro Forma Pro forma adjustments(1) In thousands, except per share amounts) Cash.................................. $172 - $172 Accounts Receivable................... 3,478 - 3,478 Other Receivables..................... 816 - 816 Income tax receivable................. - - - Inventories........................... 14,892 - 14,892 Prepaid Expenses...................... 74 - 74 Current deferred taxes................ 360 - 360 ---------------------------------------------------- Total current assets.............. $19,792 - $19,792 ---------------------------------------------------- Property, Plant & Equipment........... 6,663 (1,465) 5,198 - Goodwill, net of amortization......... 2,682 - 2,682 ---------------------------------------------------- Total Assets...................... $29,137 ($1,465) $27,672 ---------------------------------------------------- Current maturities of long term debt.. 438 (438) - Accounts payable...................... 5,938 - 5,938 Accrued payroll & related liabilities. 1,021 - 1,021 Accrued Expenses...................... 395 - 395 Income tax payable.................... 452 - 452 Total current liabilities........ $8,244 ($438) $7,806 - Borrowings under line of credit....... 5,000 (2,654) 2,346 Long term debt-net of current maturities 3,914 (3,914) - Deferred Income taxes................. 865 - 865 Minority interest..................... 329 - 329 Capital Stock......................... 2,876 - 2,876 Warrants for common stock............. 456 456 - Retained Earnings..................... 7,453 5,541 12,994 ----------------------------------------------------- Total shareholders' equity....... $10,785 $5,541 16,326 ----------------------------------------------------- Total liabilities and shareholders' $29,137 ($1,465) $27,672 equity................................ Book value per common share outstanding $7.11 $10.76 Shares outstanding.................... 1,517,503 1,517,503
(1) To give effect to the proposed sale as of March 31, 1999, including the elimination of equipment to be sold to the buyer and the planned use of cash proceeds from the sale. The pro forma gain applicable to the above proposed sale is as follows: Proceeds from the sale................. $12,000,000 Equipment sold......................... (1,465,000) (2) Income tax payable by Company.......... (3,694,000) Estimated Expenses related to the sale.............................. (1,300,000) (3) Pro forma gain......................... $5,541,000 (4) (2) Included in the equipment sold is approximately $965,000 which represents an excess of book value of the Transferred Assets over the agreed upon purchase price of $500,000. (3) Includes approximately $880,000 in severance payments to both unionized and non-unionized employees, and $420,000 in professional fees in connection with the Transaction. (4) The pro forma gain does not take into account interest which may be earned on the Transaction proceeds from investing in short-term interest bearing instruments pending further use of the proceeds. Pro Forma Condensed Consolidated Statements Of Operations The following unaudited pro forma condensed consolidated statements of operations for the year ended June 30, 1998 and for the nine months ended March 31, 1999, have been prepared to reflect the proposed Sale of the apple product lines of the Company and assuming that such sale took place on July 1, 1998. The statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the period ending June 30, 1998 (the "1998 Annual Report") and the condensed consolidated financial statements for the six months ended March 31, 1999 and 1998 in the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 1999 (the "March 1999 Quarterly Report"). The pro forma condensed consolidated statements of operations are not necessarily indicative of the results of operations of the Company as they may be in the future or as they might have been had the Sale been effective July 1, 1998.
Year Ended June 30, 1998 Actual Pro Forma Adjustments Pro Forma (In thousands, exept per share amounts) (a) Net Sales........................... $26,094 ($21,181) $4,913 Other Income........................ 586 - 586 Cost of sales....................... 21,565 (17,241) 4,324 Selling, general and administrative 3,384 (2,078) 1,306 expenses............................ Interest expense.................... 310 310 ---- --- Income (loss) from continuing $1,421 ($1,862) ($441) operations.......................... Income (loss) from continuing operations per common share Basic......................... $0.90 ($0.28) Diluted....................... $0.89 ($0.28) Weighted average shares Basic......................... 1,581,014 1,581,014 Diluted....................... 1,600,327 1,581,014
Nine Months Ended March 31, 1999 Actual Pro Forma Adjustments Pro Forma (In thousands, exept per share amounts) Net Sales........................... $29,929 ($14,886) $15,043 Other Income........................ 523 - 523 Cost of sales....................... 23,315 (12,593) 10,722 Selling, general and administrative 4,859 (1,852) 3,007 expenses............................ Interest expense.................... 375 375 ---- --- Income (loss) from continuing $1,903 ($441) $1,462 operations.......................... Income (loss) from continuing operations per common share Basic......................... $1.26 $0.97 Diluted....................... $1.23 $0.94 Weighted average shares Basic......................... 1,513,411 1,513,411 Diluted....................... 1,547,902 1,547,902
(a) To eliminate the operations of the apple product lines (c) Exhibits Exhibit Description 2* Asset Purchase Agreement dated June 21, 1999 between Vacu-dry Company and Tree Top, Inc. 99 Press Release issued July 28, 1999 concerning the sale of Vacu-dry Company's apple-based industrial ingredients product line to Tree Top, Inc. - ------------- * Incorporated by reference to Annex A to the Registrant's Consent Statement on Schedule 14A filed with the Securities and Exchange Commission on July 14, 1999. 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. VACU-DRY COMPANY Date: August 5, 1999 By: /s/ Gary L. Hess ---------------- Gary L. Hess Its: President & Chief Executive Officer EXHIBIT 99 PRESS RELEASE Contact: Gary L. Hess, President - 707/535-4000 Bill Burgess, Vice President - 707/535-4000 SANTA ROSA, CALIFORNIA VACU-DRY COMPANY (NASDAQ: VDRY) announced today that it has successfully closed the sale of its apple-based industrial ingredients product line to Tree Top, Inc. of Selah, Washington. The purchase price received by the Company for the divestiture, which excluded inventory, real estate and most of the apple processing equipment, was $12 million in cash. Shareholder approval was received on July 26th. The Tree Top sale is an important element in Vacu-dry's strategic plan to transform itself from an industrial ingredients supplier to a major participant in the retail natural foods industry. It builds upon last year's acquisition of Made In Nature, a leading brand of organic fruit and vegetable products. Gary Hess, CEO of Vacu-dry, stated that "The Tree Top and related transactions are significant initiatives designed to increase shareholder value by exiting seasonal businesses with low returns and high capital requirements. We now have significant resources available to support the repositioning of our company as a participant in the value-added, branded natural foods industry." Vacu-dry also intends to develop and lease out the current approximately 70-acre Sonoma County, California production facility to provide an additional and more predictable income stream. As part of the Tree Top transaction, the Company sold the Vacu-dry trademark. It expects shareholder approval of a new company name and ticker symbol prior to December 31, 1999. -----END PRIVACY-ENHANCED MESSAGE-----