-----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, SGeqaDkagKirxvVc3mZClJeO2s0mFwmcZpvqS6khy1stPyCZGj7Qm1jHHEdgO4nd AXvSd09XGi1m7YhKn994aA== 0000950130-01-001256.txt : 20010313 0000950130-01-001256.hdr.sgml : 20010313 ACCESSION NUMBER: 0000950130-01-001256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL FOODS CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07626 FILM NUMBER: 1566304 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 8-K 1 0001.txt FORM 8-K UNITED STATES 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 February 23, 2001 (Date of Report/Date of earliest event reported) UNIVERSAL FOODS CORPORATION (d/b/a Sensient Technologies Corporation) (Exact name of registrant as specified in its charter) Wisconsin 1-7626 39-0561070 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202 (Address and zip code of principal executive offices) (414) 271-6755 (Registrant's telephone number, including area code) Item 5. Other Events ------------- On February 23, 2001, the Registrant sold substantially all of the assets of its Red Star Yeast & Products Division and all of the outstanding shares of stock owned by the Registrant in certain affiliated foreign companies engaged in the manufacture and sale of yeast and yeast products. The purchaser of these assets was SAF (USA) Corporation, a Delaware corporation and subsidiary of Lesaffre et Compagnie, a French company and leading producer of yeast and yeast extracts. Last year, the Registrant's Board of Directors approved a plan to dispose of the operations of its yeast business to focus attention on the Registrant's flavor and color businesses. The Registrant retained its interest in Minn-Dak Yeast Company, Inc., a North Dakota corporation and manufacturer of yeast and yeast products, certain real estate and other assets. The Registrant will continue to provide marketing and other services to Minn-Dak Yeast Company, Inc. In consideration for the assets sold in this transaction, the Registrant received $108.5 million in cash and assumption by SAF (USA) Corporation of certain liabilities of the Registrant. A small portion (less than two percent) of the purchase price was placed in escrow pending the transfer of certain of Registrant's foreign subsidiary investments including the resolution of applicable rights of first refusal. A copy of the related press release announcing this transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K, and a copy of the press release issued by the Department of Justice announcing its approval of this transaction is filed as Exhibit 99.2 to this Current Report on Form 8-K. ITEM 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release issued by Registrant on February 26, 2001. 99.2 Press Release issued by Department of Justice on February 23, 2001. 2 SIGNATURE 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. Date: March 9, 2001 UNIVERSAL FOODS CORPORATION (Registrant) By: /s/ JOHN L. HAMMOND ------------------------- Name: John L. Hammond Title: Vice President, Secretary and General Counsel EXHIBIT INDEX 99.1 Press Release issued by Registrant on February 26, 2001. 99.2 Press Release issued by Department of Justice on February 23, 2001. 3 EX-99.1 2 0002.txt PRESS RELEASE ISSUED BY REGISTRANT EXHIBIT 99.1 [LOGO] News Release FOR IMMEDIATE RELEASE Sensient Technologies Corporation 777 East Wisconsin Avenue Milwaukee, WI 53202-5304 Contact: Steve Cordier Tel 414 271-6755 (414) 347-3868 Fax 414 347-3785 sensient-tech.com SENSIENT TECHNOLOGIES CORPORATION(TM) ANNOUNCES THE SALE OF RED STAR YEAST AND PRODUCTS MILWAUKEE, February 26, 2001 - Sensient Technologies Corporation(TM) (NYSE: SXT) today announced that it has completed the sale of Red Star Yeast and Products to Paris-based Lesaffre et Compagnie. Lesaffre is the world's leading producer of yeast and yeast extracts. Red Star Yeast is the largest North American supplier of yeast to the commercial bakery market. "The conclusion of this transaction allows us to realize a value of $122 million for the Red Star Yeast business," said Sensient Chairman, CEO and President Kenneth P. Manning. "The proceeds will be used to strengthen Sensient's position as a global supplier of colors and flavors. We are successfully following our strategy to move the company into faster growing, more profitable markets." The divesture of the Red Star business includes the third quarter 2000 sale for $4 million of a minority position in a Mexican yeast business and the $109 million cash sale to Lesaffre. Sensient will maintain its minority ownership in the Minn-Dak Yeast Company, a small domestic yeast producer as well as certain other real estate assets. The investment in Minn-Dak and other assets is valued at approximately $9 million. -more- -2- Sensient Technologies Corporation (www.sensient-tech.com) is a leading supplier of colors, flavors and fragrances. The company provides unique formulations and ingredients that bring life to its customers' products. Sensient manufacturers a full range of ink-jet inks, cosmetics and pharmaceutical additives, as well as colors and flavors for many of the world's best-known brands. Sensient Technologies Corporation has 4,000 employees and is headquartered in Milwaukee, Wisconsin. ### This release contains forward-looking statements that reflect management's current assumptions and estimates of future economic circumstances, industry conditions, company performance and financial results. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. A variety of factors, including general economic conditions affecting the company's worldwide business, could cause the company's actual results and experience to differ materially from the anticipated results. EX-99.2 3 0003.txt PRESS RELEASE ISSUED BY DEPT. OF JUSTICE EXHIBIT 99.2 [SEAL] Department of Justice - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE AT FRIDAY, FEBRUARY 23, 2001 (202)514-2007 WWW.USDOJ.GOV TDD (202)514-1888 SENSIENT RESTRUCTURES SALE OF ITS RED STAR YEAST DIVISION TO ------------------------------------------------------------ ADDRESS JUSTICE DEPARTMENT'S ANTITRUST CONCERNS ----------------------------------------------- Competition in Fresh Yeast Market Will Remain Washington, D.C., -- The Department of Justice today announced that Sensient Technologies Corporation has agreed to restructure its plans to sell its Red Star Yeast Division to Lesaffre et Cie., by abandoning its sale of its equity interest in Minn-Dak Yeast Company, in order to resolve the Department's antitrust concerns. The Department said that the deal as originally proposed would have reduced the number of fresh yeast producers in the United States from four to three, resulting in higher prices for customers-large commercial bakeries that produce breads, rolls, and other baked goods. Under the terms of the restructured transaction, Sensient will retain its equity interest in Minn-Dak, a yeast manufacturing facility jointly owned by Sensient and a farmers' cooperative that supplied fresh yeast to Red Star. Sensient will sell the remainder of its Red Star Yeast Division to Lesaffre. The restructured transaction will ensure that customers will continue to have four independent sources of supply for fresh yeast. Sensient, a Wisconsin corporation, is headquartered in Milwaukee. It is a leading supplier of colors, flavors and fragrances. Sensient reported revenues of more than $920 million in 1999. -2- Lesaffre, a French corporation, is a privately held firm based in Lille France. It is the world's largest yeast producer. Minn-Dak Yeast Company is a yeast producer, whose corporate offices and manufacturing facility are in Wahpeton, South Dakota. Sales and marketing operations are located in Milwaukee. Minn-Dak is a private joint venture. Minn- Dak Farmers Cooperative owns 80 percent of its shares and Sensient owns the remaining 20 percent. Minn-Dak Farmers Cooperative, also based in Wahpeton, is a sugar beet growers cooperative that processes beets into sugar and molasses. #### -----END PRIVACY-ENHANCED MESSAGE-----