-----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, KB/KlkH26dtLAqlKbfpo4MOeMq6C7JmuAkGGWUB2rwXEGPkIbClMi2kOMMl4wMnt aIbPGI8AEXFOpToQBAOsAA== /in/edgar/work/0000891020-00-001802/0000891020-00-001802.txt : 20001016 0000891020-00-001802.hdr.sgml : 20001016 ACCESSION NUMBER: 0000891020-00-001802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENFORD CORP CENTRAL INDEX KEY: 0000739608 STANDARD INDUSTRIAL CLASSIFICATION: [2040 ] IRS NUMBER: 911221360 STATE OF INCORPORATION: WA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11488 FILM NUMBER: 739965 BUSINESS ADDRESS: STREET 1: 777 108TH N E STE 2390 CITY: BELLEVUE STATE: WA ZIP: 98004-5193 BUSINESS PHONE: 4254626000 MAIL ADDRESS: STREET 1: 777 108TH N E STE 2390 CITY: BELLEVUE STATE: WA ZIP: 98009 FORMER COMPANY: FORMER CONFORMED NAME: PENWEST LTD DATE OF NAME CHANGE: 19920703 8-K 1 v66297e8-k.txt FORM 8-K 1 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) SEPTEMBER 29, 2000 PENFORD CORPORATION -------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) WASHINGTON --------------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-11488 91-1221360 ------------------------ -------------------------------- (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) 777-108TH AVENUE N.E., SUITE 2390 BELLEVUE, WASHINGTON 98004-5193 ----------------------------------------- -------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (425) 462-6000 --------------- --------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 2. ACQUISITION OF ASSETS On September 29, 2000, the Registrant completed the acquisition of Starch Australasia Limited ("Starch Australasia") from Goodman Fielder Limited ("Goodman Fielder") for $54.5 million (USD) in cash. The Registrant funded the purchase price through a credit facility with a syndicate of banks. Prior to the consummation of the transaction there was no material relationship between the Registrant and Goodman Fielder, and the purchase price was determined through arms-length negotiations between representatives of both parties. The Registrant will use the purchase method to account for this acquisition. Starch Australasia is Australia's sole producer of maize starch products and a world leader in the research, development, and commercialization of novel new starch-based products. The Registrant's acquisition of Starch Australasia includes three manufacturing facilities, two in Australia and one in New Zealand, for processing specialty corn starches and wheat-related products. The Registrant plans to continue to use the facilities to process specialty carbohydrate-based ingredient systems for food and industrial applications. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (A) Financial Statements of Business Acquired The required financial statements with respect to Starch Australasia Limited are not available as of the date of this Current Report on Form 8-K. In accordance with paragraph 4 of Item 7 (a) of Form 8-K, the financial statements will be filed by amendment as soon as practicable and no later than December 12, 2000. (C) Exhibits 99.1 Press release dated September 29, 2000 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 hereunto duly authorized. PENFORD CORPORATION October 13, 2000 By /s/ Jeffrey T. Cook ----------------- ----------------------- Date Jeffrey T. Cook President and Chief Executive Officer EX-99.1 2 v66297ex99-1.txt PRESS RELEASE DATED SEPTEMBER 29, 2000 1 EXHIBIT 99.1 CONTACTS: Jeffrey T. Cook Roanne Kulakoff President and CEO Lissa Perlman Penford Corporation Kekst and Company 425-462-6000 212-521-4800 jcook@penx.com FOR IMMEDIATE RELEASE PENFORD CORPORATION COMPLETES STARCH AUSTRALASIA ACQUISITION BELLEVUE, WA, September 29, 2000 -- Penford Corporation (Nasdaq: PENX) reported today that it has completed its previously announced acquisition of Starch Australasia Limited from Goodman Fielder Limited for $54.5 million (USD) in cash. The lower purchase price than announced earlier reflects a more favorable currency exchange rate for Penford. Starch Australasia is Australia's sole producer of maize starch products and a world leader in the research, development and commercialization of novel new starch-based products. Penford Corporation develops, manufactures and markets specialty carbohydrate-based ingredient systems for various applications, including papermaking, textiles and food products. This press release contains forward-looking statements concerning the acquisition of Starch Australasia, in that the purchase price is subject to final post-closing adjustments. There are a variety of factors which could cause actual events to differ materially from those projected in previously issued forward-looking statements such as unforeseen difficulties of integrating the two businesses, decreases or delays in customer demand or orders, increased competition, decreases in market share, unfavorable changes in product mix, disappointments in product development efforts, interest rate and energy cost volatility, foreign exchange rate fluctuations and those listed in the Company's SEC reports, including the reports on Form 10-K for the year ended August 31, 1999. For automated shareholder information, please call 888-317-2013. -----END PRIVACY-ENHANCED MESSAGE-----