-----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, F4qYvPLc7uu4Vjd9UugD0n1QTh5jzgyHlc1YG69pgLwSp1VR6inMDgR0iAjCn8Ax GKM0MuU82rBSzUWFJJ56lg== 0000916641-99-000740.txt : 19990824 0000916641-99-000740.hdr.sgml : 19990824 ACCESSION NUMBER: 0000916641-99-000740 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESKIMO PIE CORP CENTRAL INDEX KEY: 0000787520 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 540571720 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19867 FILM NUMBER: 99697600 BUSINESS ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 BUSINESS PHONE: 8045608400 MAIL ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 8-K 1 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 Date of Report (Date of earliest event reported): August 23, 1999 Eskimo Pie Corporation (Exact Name of Registrant as specified in its Charter) Virginia 0-19867 54-0571720 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 901 Moorefield Park Drive Richmond, Virginia 23236 (804) 560-8400 (Address, including zip code, and telephone number, including area code, or registrant's principal executive offices) -------------------- Item 5. Other Events. On August 23, 1999, Eskimo Pie Corporation (the "Company") issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) None (b) Exhibits Exhibit 99.1 Press Release dated August 23, 1999 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. ESKIMO PIE CORPORATION Date: August 23, 1999 By: /s/ Thomas M. Mishoe, Jr. --------------------------------- Thomas M. Mishoe, Jr. Chief Financial Officer, Vice President, Secretary and Treasurer EX-99.1 2 PRESS RELEASE DATED AUGUST 23, 1999 Exhibit 99.1 NEWS FROM: ESKIMO PIE CORPORATION 901 Moorefield Park Drive Contact: William T. Berry, Jr. Richmond, Virginia 23236 Telephone: (804)-560-8490 FOR IMMEDIATE RELEASE: August 23, 1999 Richmond, Virginia (NASDAQ NNM: EPIE) - Eskimo Pie Corporation announced today that it received on Friday, August 20, 1999, a written proposal from a private investor group (the "Offeror"), to purchase 100% of the outstanding capital stock of the Company for cash at a purchase price of $10.125 per share. The proposal contains a number of conditions to the consummation of a transaction, including satisfactory completion of due diligence, obtaining of necessary financing, negotiation and execution of a definitive agreement and consent of the Company's licensors to the continuation of their licenses. The Offeror stated in its proposal that David B. Kewer, the Company's President and Chief Executive Officer, has been invited to be a part of the Offeror's group and to work with it upon consummation of the proposed transaction. The Company had extensive discussions with the Offeror in connection with the Company's previously disclosed exploration of strategic alternatives earlier in the year. However, this is the first time that the Offeror has submitted a formal proposal to the Company's Board of Directors. The Company also announced that it received a separate letter on Friday from its second largest shareholder, Peak Management, Inc., which owns approximately 10.7% of the Company's outstanding Common Stock, indicating its support for the Offeror's proposal. The Company's Board of Directors has formed a Special Committee composed exclusively of non-employee directors to consider the proposal and to explore other strategic alternatives for maximizing shareholder value. The Special Committee has retained financial and legal advisors to assist in this process. The Special Committee and its advisors are evaluating the proposal following discussions over the weekend between the Special Committee's financial advisors and representatives of the Offeror. The Company reiterated that the Board of Directors remains open to considering all viable strategic alternatives for maximizing shareholder value. Eskimo Pie Corporation, headquartered in Richmond, Virginia, created the frozen novelty industry in 1921 with the invention of the Eskimo Pie ice cream bar. Today, the Company markets a broad range of frozen novelties, ice cream and sorbet products under the Eskimo Pie, Real Fruit, Welch's, Weight Watchers Smart Ones, SnackWell's and OREO brand names. These nationally branded products are generally manufactured by a select group of licensed dairies who purchase the necessary flavors ingredients and packaging directly from the Company. Eskimo Pie Corporation also manufactures soft serve yogurt and premium ice cream products for sale to the commercial foodservice industry. The Company also sells a full line of quality flavors and ingredients for use in private label dairy products in addition to the brands it licenses. -----END PRIVACY-ENHANCED MESSAGE-----