-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EnELbgb1cBDxoURSBhCNmNYNlaBJ/wq3689/TjFQ2JZb6gKFbrtSTe1L/U5W7xW5 CuAMzdHgFHY7bq8fIVpCdQ== 0000897069-94-000127.txt : 19941230 0000897069-94-000127.hdr.sgml : 19941230 ACCESSION NUMBER: 0000897069-94-000127 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19941229 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL FOODS CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07626 FILM NUMBER: 94566984 BUSINESS ADDRESS: STREET 1: 433 EAST MICHIGAN ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 10-Q/A 1 UNIVERSAL FOODS FORM 10-Q AMENDMENT NO. 1 ========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A AMENDMENT NO. 1 TO (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-7626 UNIVERSAL FOODS CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0561070 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 433 East Michigan Street, Milwaukee, Wisconsin 53202 (Address of principal executive offices) Registrant's telephone number, including area code: (414) 271-6755 NONE (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of Common Stock as of the latest practicable date. Class Outstanding at June 30, 1994 Common Stock, par value $0.10 per share 26,044,040 shares ======================================================================= The undersigned Registrant hereby amends Item 5 of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994 to read in its entirety as follows: Item 5. OTHER INFORMATION a. Sale of Stock On August 1, 1994, the Company consummated the sale of its frozen foods business (the "Division") to ConAgra, Inc., a Delaware corporation ("ConAgra"). The transaction took the form of the sale of the stock of Universal Frozen Foods Co., a subsidiary of the Company (the "Subsidiary"), pursuant to a Stock Purchase Agreement, dated as of April 15, 1994, among ConAgra, the Company and Universal Holding, Inc. (the "Stock Purchase Agreement"). The parties amended the Stock Purchase Agreement pursuant to a First Amendment to Stock Purchase Agreement, dated as of December 21, 1994 (the "First Amendment"), among ConAgra, the Company and Universal Holding, Inc. (the Stock Purchase Agreement as amended, the "Amended Stock Purchase Agreement"). There is no material relationship between ConAgra and the Company or any of its affiliates, directors or officers or any of their associates. The Division produced frozen potato products for U.S. and international markets. It was headquartered in Boise, Idaho and operated processing facilities in Idaho, Oregon and Washington, employing approximately 2,000 people. Under the Amended Stock Purchase Agreement, the cash purchase price for the Division was $202,000,000. Of such amount, $163,000,000 was paid on August 1, 1994 and the balance was paid December 21, 1994. Among other things, the First Amendment eliminated earnout consideration that was to be payable over a five-year period. In connection with the transaction, the Company also agreed to make an election under Section 338(h)(10) of the Internal Revenue Code of 1986 to treat the sale of stock of the Subsidiary as a sale of all of the assets of the Subsidiary for federal income tax purposes and state income tax purposes. The foregoing summary description of the terms of the transaction is qualified in its entirety by reference to the Stock Purchase Agreement, attached as Exhibit 2 hereto, and to the First Amendment, attached as Exhibit 2A hereto, which exhibits are incorporated by reference herein. The foregoing description is included herein in lieu of reporting the transaction on a Form 8-K Current Report. b. Financial Statement and Pro Forma Information The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1994 and the Pro Forma Condensed Consolidated Statements of Income for the 9 month period then ended and the year ended September 30, 1993 give effect to the sale of the Company's frozen foods business. The adjustments related to the Pro Forma Condensed Consolidated Balance Sheet assume the transaction was consummated at June 30, 1994, while the adjustments to the Pro Forma Condensed consolidated Income Statements assume the transaction was consummated at the beginning of the period presented. The actual sale occurred on August 1, 1994. The pro forma information is based on the historical financial statements for the Company which have been adjusted to reflect the discontinued operations. These unaudited Pro Forma Condensed Consolidated Financial Statements are not necessarily indicative of the results that actually would have occurred if the sale had been in effect as of and for the periods presented, or what may be achieve by the Company's continuing operations in the future. The unaudited Pro Forma Condensed Consolidated Financial Statements should be reviewed in conjunction with the Company's historical financial statements and notes thereto, contained in the Company's annual report on form 10-K for the year ended September 30, 1993. UNIVERSAL FOODS CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 1994 (000'S OMITTED) (UNAUDITED) (a) Consolidated Pro Forma Pro Forma 6-30-94 Adjustments Consolidated CURRENT ASSETS: Cash and cash equivalents $ 46,369 $ 100,000 (b) $146,369 Trade accounts receivable 115,708 (21,867) 93,841 Inventory: Finished and in-process products 131,855 (37,270) 94,585 Raw materials and supplies 47,857 (6,300) 41,557 Prepaid expenses and other current assets 40,025 (9,186) 30,839 --------- --------- --------- TOTAL CURRENT ASSETS 381,814 25,877 407,191 INVESTMENTS AND OTHER ASSETS 36,070 (514) 35,556 INTANGIBLES 109,862 (16,952) 92,910 PROPERTY PLANT AND EQUIPMENT: Cost: Land and buildings 136,681 (29,104) 107,577 Machinery and equipment 382,305 (103,755) 278,550 -------- --------- -------- 518,986 (132,859) 386,127 Less accumulated depreciation 219,005 (47,604) 171,401 --------- --------- -------- 299,981 (85,255) 214,726 --------- --------- -------- TOTAL ASSETS $827,727 $ (77,344) $750,383 ========= ========= ======== CURRENT LIABILITIES: Short-term borrowings $ 73,288 $ (68,000)(b) $5,288 Accounts payable, accrued expenses and other liabilities 137,424 (22,039) 115,385 Federal and state income taxes 15,719 26,000 (c) 41,719 Current maturities on long-term debt 4,827 4,827 -------- --------- -------- TOTAL CURRENT LIABILITIES 231,258 (64,039) 167,219 DEFERRED INCOME TAXES 20,127 20,127 OTHER DEFERRED LIABILITIES 19,722 19,722 ACCRUED EMPLOYEE AND RETIREE BENEFITS 40,139 (2,305) 37,834 LONG-TERM DEBT 194,132 (34,000)(b) 160,132 SHAREHOLDERS' EQUITY Common Stock 2,698 2,698 Additional paid-in capital 80,179 80,179 Earnings reinvested in the business 273,224 23,000 296,224 --------- --------- -------- 356,101 23,000 379,101 Less: Treasury stock, at cost 25,992 25,992 Other 7,760 7,760 --------- --------- -------- 322,349 23,000 345,349 --------- --------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $827,727 $ (77,344) $750,383 ========= ========= ======== (a) - Universal Foods consolidated is adjusted by Universal Frozen Foods balances as of June 30, 1994 on a line by line basis. (b) - As of the date of this balance sheet, the estimated proceeds would have been approximately $202 million and is used to reduce short term and long term debt with the balance reflected as an increase in cash. (c) - Estimated income tax liability resulting from the sale transaction. UNIVERSAL FOODS CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED JUNE 30, 1994 (000's omitted, except Per Share Data) (UNAUDITED) (a) Consolidated Pro Forma Pro Forma 6-30-94 Adjustments Consolidated Total Revenue $707,340 $(214,085) $493,255 Cost of Goods Sold 470,072 (159,814) 310,258 -------- ---------- --------- Gross Profit 237,268 (54,271) 182,997 Selling and Administrative Expenses 154,899 (40,132) 114,767 -------- ---------- --------- Operating Income 82,369 (14,139) 68,230 Interest Expense 11,702 (2,231)(b) 9,471 -------- ---------- --------- Earnings Before Income Taxes 70,667 (11,908) 58,759 Income Taxes 26,323 (4,436) 21,887 -------- ---------- --------- Earnings Before Accounting Changes $ 44,344 $ (7,472) $ 36,872 ======== ========== ========= Weighted Average Number of Common Shares Shares Outstanding 26,159 26,159 ======== ========= Earnings Per Common Share: Earnings Before Accounting Changes $1.70 $1.41 ======== ========= (a) - Universal Foods consolidated is adjusted by Universal Frozen Foods for the period ending June 30, 1994 on a line by line basis. (b) - Reflects the interest expense impact related to Universal Foods reduction of average short term debt of approximately $67 million for the period ending June 30, 1994. UNIVERSAL FOODS CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED SEPTEMBER 30, 1993 (000's omitted, except Per Share Data) (UNAUDITED) (a) Consolidated Pro Forma Pro Forma 9-30-93 Adjustments Consolidated Total Revenue $891,566 $(266,572) $624,994 Cost of Goods Sold 589,735 (192,866) 396,869 -------- ---------- --------- Gross Profit 301,831 (73,706) 228,125 Selling and Administrative Expenses 196,102 (49,951) 146,151 -------- ---------- --------- Operating Income 105,729 (23,755) 81,974 Interest Expense 15,172 (2,328)(b) 12,844 -------- ---------- ---------- Earnings Before Income Taxes 90,557 (21,427) 69,130 Income Taxes 33,959 (8,035) 25,924 -------- ---------- --------- Earnings Before Accounting Changes $ 56,598 $ (13,392) $ 43,206 ======== ========== ========= Weighted Average Number of Common Shares Shares Outstanding 26,350 26,350 ======== ========= Earnings Per Common Share: Earnings Before Accounting Changes $2.15 $1.64 ===== ===== (a) - Universal Foods consolidated is adjusted by Universal Frozen Foods for the period ending September 30, 1993. (b) - Reflects the interest expense impact related to Universal Foods reduction of average short term debt of approximately $66 million for the period ending September 30, 1993. The undersigned Registrant hereby amends Item 6 of its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994 to read in its entirety as follows: Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 2 - Stock Purchase Agreement, dated as of April 15, 1994, among ConAgra, Inc., Universal Foods Corporation and Universal Holding, Inc. Exhibit 2A - First Amendment to Stock Purchase Agreement, dated as of December 21, 1994, among ConAgra, Inc., Universal Foods Corporation and Universal Holding, Inc. (b) No reports on Form 8-K were required to be filed during the quarter ended June 30, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. UNIVERSAL FOODS CORPORATION Date: December 29, 1994 By: /s/ Richard F. Hobbs Richard F. Hobbs Chief Accounting Officer EXHIBIT INDEX Exhibit No. Description 2 Stock Purchase Agreement, dated as of April 15, 1994, among ConAgra, Inc., Universal Foods Corporation and Universal Holding, Inc. (previously filed) 2A First Amendment to Stock Purchase Agreement, dated as of December 21, 1994, among ConAgra, Inc., Universal Foods Corporation and Universal Holding, Inc. EX-2 2 UNIVERSAL FOODS EXHIBIT 2A TO FORM 10-Q/A EXHIBIT 2A FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT FIRST AMENDMENT, ("Amendment"), dated as of December 21, 1994, among ConAgra, Inc., a Delaware corporation ("Purchaser"), Universal Foods Corporation, a Wisconsin corporation ("Parent"), and Universal Holdings, Inc., a Nevada corporation ("Seller"). RECITALS: (a) The parties hereto are parties to a certain Stock Purchase Agreement dated as of April 15, 1994, (the "Agreement"). (b) The parties hereto desire to amend the Agreement hereinafter set forth. AGREEMENT: NOW THEREFORE, in consideration of the recitals and in further consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Amendment - Section 2 (Consideration). Section 2 of the Agreement is hereby amended by deleting the first sentence in its entirety and substituting therefore the following: "As consideration for the Company Stock, Purchaser shall pay to Seller in accordance with the terms and conditions set forth herein, an amount equal to the Base Consideration." 2. Amendment - Section 3 (Base Consideration). Section 3 of the Agreement is hereby amended by deleting such Section in its entirety and substituting therefore the following: "The Base Consideration shall be an amount equal to $202,000,000. One hundred sixty-three million dollars ($163,000,000) of the Base Consideration shall be paid at Closing. The balance shall be paid on December 21, 1994." 3. Amendment - Section 4 (Earnout Consideration). Section 4 of the Agreement is hereby amended by deleting such Section in its entirety, including Subsections 4.1, 4.2, 4.3 and 4.4. 4. Amendment - Section 6 (Post-Closing Matters). Section 6 of the Agreement is hereby amended by deleting such Section in its entirety, including Subsections 6.1, 6.2, 6.3, 6.4 and 6.5. Notwithstanding such amendment, the parties hereto agree that Seller and/or Parent shall pay all of the fees, costs and expenses of Deloitte & Touche. 5. Amendment - Section 7.12 (Conduct of Business). Section 7.12 of the Agreement is hereby amended by deleting subparts 7.12.1, 7.12.7 and 7.12.9 in their entirety and substituting therefor the following: "7.12.1 The operations of the Company have been conducted and carried on in the ordinary course consistent with its past practices. 7.12.7 There has been no material adverse change in or with respect to the operations, assets, management, liabilities or business of the Company or with the relations of the Company with its respective employees, creditors, customers, suppliers and others having business relationships with it and, to the knowledge of Seller and Parent, no state of facts exists which may reasonably be expected to give rise to any such material adverse change. 7.12.9 There has been no change by the Company in any method of tax accounting." 6. Amendment - Section 15.6 (Limitations). Subparts 15.6.1, 15.6.2 and 15.6.3 of Section 15.6 of the Agreement are hereby amended by deleting references in such Subsections to Section 4.4.2 and 6.4. In addition, Subsection 15.6.3 of Section 15.6 is hereby further amended by deleting the reference in such subsection to the words "the then remaining Earnout Consideration" and substituting therefore "Ten Million Dollars ($10,000,000). 7. Waiver of Liability. As inducement to the execution of this Amendment, the Purchaser hereby agrees to waive any breach of the representations and warranties contained in Section 7 of the Agreement (and any indemnification claim pursuant to Section 15.1 with respect to any such breach of representation or warranty) relating to, arising from, or resulting from, the statement of operations and financial statements as described in Section 7.10 (Financial Statements). 8. Tax Sharing Agreement. The parties acknowledge that they are not aware of any tax sharing or similar agreement existing on or prior to Closing between or among the Company (as defined in the Agreement) and Parent and/or Seller. The parties further acknowledge and agree that any such agreement shall not be enforced or effective against the Company and that the provisions of the Agreement supersede any such agreement. Subject to waivers set forth herein, the Stock Purchase Agreement is hereby reaffirmed by the parties hereto subject to the amendments contained herein. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above written. CONAGRA, INC. By: /s/ Stephen L. Key Its: Executive Vice President UNIVERSAL FOODS CORPORATION By: /s/ Kenneth P. Manning Its: President UNIVERSAL HOLDINGS, INC. By: /s/ Elizabeth Jadin Its: President -----END PRIVACY-ENHANCED MESSAGE-----