-----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, R9cGAmBna+e6a8VfYoQ2bIxtw9F8pgG0GkWx54CmtXXWwbjulYZl2eZ4bvrOE5o4 NyIdgjJLNhEVaWBR+Tbnzw== 0000916641-99-000787.txt : 19990910 0000916641-99-000787.hdr.sgml : 19990910 ACCESSION NUMBER: 0000916641-99-000787 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990908 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990909 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: 99708089 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): September 8, 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, of registrant's principal executive offices) -------------------- Item 5. Other Events. On September 8, 1999, Eskimo Pie Corporation 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 September 8, 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: September 8, 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 SEPTEMBER 8, 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 ESKIMO PIE SHAREHOLDERS RE-ELECT CURRENT BOARD FOR IMMEDIATE RELEASE: SEPTEMBER 8, 1999 RICHMOND, VIRGINIA (NASDAQ NNM: EPIE) - Eskimo Pie Corporation announced today that its shareholders have re-elected the current Board of Directors to serve until the 2000 Annual Meeting of Shareholders. The Board was elected at today's Annual Meeting of Shareholders over an opposition slate of nominees brought by Yogen Fruz World-Wide Incorporated, the Company's largest shareholder. Preliminary results indicate that each of the incumbent directors received at least 62% of the votes cast at today's Meeting. David Kewer, the Company's President and Chief Executive Officer stated that, "The Board is most appreciative of this expression of shareholder confidence in the ability of current management and the incumbent Board to maximize shareholder value." The Company's shareholders also ratified the selection of Ernst & Young LLP as independent auditors for the current fiscal year and adopted an amendment to the Company's Bylaws, as proposed by Yogen Fruz, which will require the Board to put into effect any resolution adopted by shareholders requiring the redemption or amendment of the Company's Shareholder Rights Plan. However, the shareholders rejected a Yogen Fruz proposal to amend the Bylaws to permit shareholders holding at least 15% of the Company's outstanding common stock to call a special meeting of shareholders. At the Meeting, the Board announced that it has concluded that it is in the best interests of the Company and all of its shareholders to move promptly and aggressively to pursue all strategic alternatives to maximize shareholder value, including a sale of the Company as a whole or one or more sales of the Company's strategic assets. Kewer also stated that, "The Board believes that a substantial percentage of the Company's shareholders support this strategy and that the Board would proceed to immediately execute the sales." 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-----