-----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, KgFahlI/omsLcDLj1196DgPsg7dUXogHF0qMBEneCsywbXQVqHqBQ6c7oqj5PJmi YIUn0qfygAEiVU/+s8qRHQ== 0000897069-02-000524.txt : 20020726 0000897069-02-000524.hdr.sgml : 20020726 20020726133802 ACCESSION NUMBER: 0000897069-02-000524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020726 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIERRE FOODS INC CENTRAL INDEX KEY: 0000067494 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 560945643 STATE OF INCORPORATION: NC FISCAL YEAR END: 0306 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07277 FILM NUMBER: 02711814 BUSINESS ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 8283040027 MAIL ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: WSMP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STEER MOM N POPS INC DATE OF NAME CHANGE: 19880719 FORMER COMPANY: FORMER CONFORMED NAME: FRESH FOODS INC DATE OF NAME CHANGE: 19980513 8-K 1 dkm101.txt FORM 8-K DATED JULY 26, 2002 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): July 26, 2002 Pierre Foods, Inc. ------------------ (Exact Name of Registrant as Specified in Charter) North Carolina 0-7277 56-0945643 - -------------------------------- --------------------- ----------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 9990 Princeton Road, Cincinnati, Ohio 45246 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (513) 874-8741 ------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On July 26, 2002, we completed a share exchange with PF Management, Inc. resulting in a management buyout of Pierre Foods, Inc. A copy of our press release regarding completion of the share exchange is attached to this current report as Exhibit 99.1 and is incorporated by reference into this Item 5. Item 7. Exhibits 99.1 Press release dated July 26, 2002. 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: July 26, 2002 PIERRE FOODS, INC. By: /s/ Pamela M. Witters -------------------------------------- Pamela M. Witters Chief Financial Officer 3 EX-99 3 dkm101a.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 ------------ Pierre Foods Completes MBO Share Exchange CINCINNATI, OHIO (July 26, 2002) -- Pierre Foods, Inc. (OTCBB: FOOD.OB) announced today that it completed its share exchange with PF Management, Inc., resulting in a management buyout of Pierre Foods. As a result of the share exchange, each shareholder of Pierre Foods, other than PF Management, is entitled to receive $2.50 in cash per share of Pierre Foods common stock they owned immediately before the share exchange and Pierre Foods becomes a wholly-owned subsidiary of PF Management. Pierre Foods owns and operates food processing facilities in Cincinnati, Ohio and Claremont, North Carolina. The company is a leading manufacturer of fully cooked branded and private-label protein and bakery products and is believed to be the largest integrated producer of microwaveable sandwiches. The company provides specialty beef, poultry and pork products formed and portioned to meet specific customer requirements. It sells primarily to the foodservice market and serves leading national restaurant chains, a majority of primary and secondary schools, vending, convenience stores and other niche markets. Certain statements made in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that may cause actual events and results to differ materially from expected events and results. As detailed in the company's periodic SEC reports, with respect to Pierre Foods these risks and uncertainties include, among others: the company's substantial leverage and insufficient cash flow from operations; restrictions imposed by the company's debt instruments; factors inhibiting a hostile takeover of the company; the stock available for sale and a limited secondary market for the stock; stock price volatility and the absence of dividends; competition; government regulation; general risks of the food industry; adverse changes in food costs and availability of supplies; dependence on key personnel; and potential labor disruption. In view of these considerations, investors should not place undue reliance on the predictive value of the forward-looking statements made in this press release. CONTACT: Pamela M. Witters, Chief Financial Officer, (513) 874-8741 -----END PRIVACY-ENHANCED MESSAGE-----