-----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, J8/J5avHDHadQIFT6aagyj4M7c7kSOhCcgoQklBv7oc1bPoWBkhEMYB8gOhJT77J Q9mBSF/HjflsQIlQ48gShA== 0000950142-01-500045.txt : 20010509 0000950142-01-500045.hdr.sgml : 20010509 ACCESSION NUMBER: 0000950142-01-500045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010507 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEIS MARKETS INC CENTRAL INDEX KEY: 0000105418 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 240755415 STATE OF INCORPORATION: PA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05039 FILM NUMBER: 1624511 BUSINESS ADDRESS: STREET 1: 1000 S SECOND ST STREET 2: PO BOX 471 CITY: SUNBURY STATE: PA ZIP: 17801 BUSINESS PHONE: 570-286-4571 MAIL ADDRESS: STREET 1: 1000 S SECOND ST STREET 2: P O BOX 471 CITY: SUNBURY STATE: PA ZIP: 17801 8-K 1 may20018k.txt CURRENT REPORT As filed with the Securities and Exchange Commission on May 7, 2001 ================================================================================ FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2001 WEIS MARKETS, INC. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 1-5039 24-0755415 - ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Numer) Identification No.) 1000 SOUTH SECOND STREET, SUNBURY, PENNSYLVANIA 17801 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (570) 286-4571 ---------------- NOT APPLICABLE ------------------------------------------------------------ (Former name or former address, if changed since last report) ================================================================================ 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On May 7, 2001, the Registrant purchased an aggregate of 14,477,242 shares of its common stock from the family of the late Sigfried Weis. The purchase price was $30.00 per share, for an aggregate purchase price of approximately $434.3 million in cash. The amount of such consideration was determined through negotiations between the Registrant and the sellers of such shares, and was subject to review by a special committee of the Registrant's board of directors formed for the purpose of evaluating the transaction. In determining the amount of such consideration and assessing the fairness thereof, the Company received financial advice from Morgan Stanley Dean Witter, and the special committee received financial advice from Dresdner Kleinwort Wasserstein, Inc., both of which firms rendered fairness opinions to the special committee. The selling shareholders are descendants, or family members of descendants, of one of the founders of the Registrant. The selling shareholders include Joseph I. Goldstein, a director of the Registrant who has resigned from the Board of Directors, his wife and certain of his relatives. The sources of the funds used for the Registrant's acquisition of its shares were the Registrant's own cash resources and borrowings from Mellon Bank under a credit agreement entered into in the ordinary course. A copy of the press release announcing this repurchase is attached as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired Not applicable. (b) Pro forma financial information Not applicable. (c) Exhibits Exhibit Number Description ------- ----------- 99 Press release, dated May 7, 2001, of the Registrant. 3 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, thereunto duly authorized. WEIS MARKETS, INC. By: /s/ William R. Mills ----------------------------------- Name: William R. Mills Title: Vice President - Finance and Secretary Dated: May 7, 2001 4 EXHIBIT INDEX Page ---- Exhibit 99 Press release, dated May 7, 2001, 5 of Weis Markets, Inc. EX-99 2 ex99.txt PRESS RELEASE EXHIBIT 99 WEIS MARKETS REPURCHASES STOCK FROM SIGFRIED WEIS FAMILY GROUP AT $30 PER SHARE RESPECTED SUPERMARKET INDUSTRY LEADER NAMED TO BOARD SUNBURY, PA, May 7, 2001 - Weis Markets, Inc. (NYSE:WMK) today announced that it has repurchased in a private transaction an aggregate of 14,477,242 shares of its common stock at a purchase price of $30.00 per share. The shares were purchased from the family of the late Sigfried Weis. The Company purchased the shares with its cash reserves and approximately $30 million in borrowings under a bank credit agreement. The share repurchase was reviewed and unanimously approved, as being in the best interests of the Company, by a committee composed of all of the Company's non-management independent directors who are not members of the Weis family. The committee received financial advice from Morgan Stanley & Co. and Dresdner Kleinwort Wasserstein, Inc., both of whom rendered fairness opinions in respect of the transaction. Robert Weis, Chairman and Treasurer of Weis Markets, said, "This transaction, which is significantly accretive to earnings on a pro forma basis, is attractive from a financial standpoint. Weis Markets' substantial cash reserves enabled us to purchase this block of shares, while maintaining our financial strength and our capacity to pay dividends. We have also resolved a long-standing family debate regarding the Company's strategic direction, thus allowing members of Weis Markets' senior management to focus their full attention on the business and continued growth of the Company." Weis Markets also announced that Steven Smith has been appointed to the Company's board of directors. Mr. Smith is President of KVAT Food City Stores, headquartered in Abingdon, Virginia, and is outgoing Chairman of the National Grocers Association. "We are delighted that Mr. Smith has agreed to join the board," said Norman Rich, Weis Market's President. "Mr. Smith is a respected leader in the supermarket industry, and will be able to bring his many years of experience in this sector to the service of the Company." Mr. Smith will fill the seat left vacant by Joseph Goldstein, who has resigned from his position on the Company's board of directors. Robert Weis said, "On behalf of the Board, I would like to thank Joe for his many years of service to the Company." Founded in 1912, Weis Markets generated $2.06 billion in sales during 2000. The Company currently operates 164 stores in six states: Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia. Contact: Larry Rand Ruth Pachman Kekst and Company Phone: 212-521-4800 -----END PRIVACY-ENHANCED MESSAGE-----