-----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, Ur46FbGP74LqOhwhRSw5S+YBssRM7wKQ2e1fl1zePFDJLKqTT36VWxVSe6i3B/nN Jl0ppbEn+66Bbsz1JjCb5Q== 0001104659-06-056113.txt : 20060818 0001104659-06-056113.hdr.sgml : 20060818 20060818163335 ACCESSION NUMBER: 0001104659-06-056113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060818 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIERRE FOODS INC CENTRAL INDEX KEY: 0000067494 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] 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: 061043982 BUSINESS ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 513-874-8741 MAIL ADDRESS: STREET 1: 9990 PRINCETON RD CITY: CINCINNATI STATE: OH ZIP: 45246 FORMER COMPANY: FORMER CONFORMED NAME: FRESH FOODS INC DATE OF NAME CHANGE: 19980513 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 8-K 1 a06-18380_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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

 

Date of Report (Date of earliest event reported):  August 18, 2006

 

Pierre Foods, Inc.

(Exact name of Registrant as specified in its charter)

 

North Carolina

 

0-7277

 

56-0945643

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

9990 Princeton Road, Cincinnati, OH

 

 

 

45246

(Address of principal executive offices)

 

 

 

(Zip code)

 

513-874-8741

(Registrant’s telephone number including area code)

 

Not applicable

(Former name and former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 1.01 Entry into a Material Definitive Agreement

 

On August 18, 2006, Pierre Foods, Inc. (the “Company”), Richard S. Cawrse, Jr. (“Shareholder”), Clovervale Farms, Inc., an Ohio corporation (“Clovervale Farms”), Cawrse Properties, LLC, an Ohio limited liability company (“Cawrse Properties”), and Clovervale Realty, Inc., an Ohio corporation (“Clovervale Realty”), entered into a Share and Asset Purchase Agreement pursuant to which the Company and its subsidiary will acquire all of the issued and outstanding capital stock of Clovervale Farms and certain of the real property used in the business of Clovervale Farms.  Clovervale Farms manufactures and sells a variety of food items including individually proportioned entrees, vegetables, sandwiches, fruits, cobblers, peanut butter and jelly bars, sandwiches and cups, sherbets, apple sauce, and other similar products through various customer channels including schools, military, hospitals, and senior citizen meal programs.  The aggregate purchase price is $22,800,000, subject to a post-closing working capital adjustment.  The Share and Asset Purchase Agreement includes representations and warranties of Shareholder and post-closing indemnification by Shareholder for breaches of those representations and warranties and certain other specified matters.  There are no material relationships between the Company and its affiliates and Shareholder, Clovervale Farms, Cawrse Properties, Clovervale Realty and their affiliates other than the Share and Asset Purchase Agreement.

 

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.

 

 

PIERRE FOODS, INC.

 

 

 

 

 

 

 

 

Date: August 18, 2006

 

By

 

Joseph W. Meyers

 

 

 

 

 

Joseph W. Meyers

 

 

 

 

Vice President, Finance

 

2


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