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
May 14, 1997
Date of Report (Date of earliest event reported)
RISER FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9914 34-1570363
(State or other (Commission (IRS Employer
jurisdiction of File Identification
incorporation) Number) No.)
5300 Richmond Road, Bedford Heights, Ohio 44146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 292-7000
ITEM 5: OTHER EVENTS
On May 14, 1997, Riser Foods, Inc., issued the following News
Release:
Riser Announces a Planned Merger with Pittsburgh-Based Giant
Eagle.
BEDFORD HEIGHTS, OHIO, May 14, 1997 -- Riser Foods, Inc.
(AMEX:RSR) today announced that it has reached a definitive
agreement to merge with Giant Eagle, Inc., a privately held,
Pittsburgh-based retail supermarket chain and wholesale
distributor.
Giant Eagle will acquire all of Riser's outstanding Class A
and Class B stock for $42 per share for a total of $403 million,
including the assumption of approximately $47 million of debt and
the acquisition of existing options. The transaction will be
financed under a firm commitment that Giant Eagle has received from
a major U.S. bank. Giant Eagle will shortly commence a tender
offer to acquire all the outstanding shares of Riser Class A stock
and, following the closing of the tender offer, will acquire all
outstanding Class B stock in a merger. The transaction is subject
to required regulatory approvals and other customary terms and
conditions and the merger is also subject to shareholder approvals.
In connection with the merger agreement, certain Riser
stockholders, who own approximately 12.7% of the Class A stock and
approximately 57% of the Class B stock, have agreed not to transfer
their shares except in accordance with the tender offer and have
agreed to vote their shares in favor of the merger. Although there
is no assurance that the transaction will be consummated, Giant
Eagle and Riser expect that the tender offer will be closed in June
1997.
The combined companies will have retail stores in Ohio,
Pennsylvania and West Virginia, and wholesale operations in both
Pennsylvania and Ohio. Combined sales are expected to be about $4
billion next year.
"In the retail food industry's current era of consolidation,
this merger of two successful and family-oriented companies with
complementary geographic markets represents an excellent fit," said
David S. Shapira, Chairman and Chief Executive Officer of Giant
Eagle.
Both Shapira and Anthony C. Rego, Chairman and Chief Executive
Officer of Riser Foods, stressed that it will be business as usual
for the companies' customers, associates and suppliers. In the
future the combined companies will have even greater strength and
flexibility in terms of purchasing power, economies of scale and
the ability to continue their long traditions of community
involvement.
"This joining of two companies with similar management styles
and a dedication to providing the highest customer service makes
perfect sense, "Rego explained. "It is part of a continuing growth
strategy to ensure that the new Company has the best management and
resources in place for the future, as well as providing our
associates with enhanced career opportunities," he added.
The executives noted that the combined strengths of the
companies will allow them to be even more effective in serving
their independently-owned stores and wholesale customers with new
technologies and growth opportunities.
Shapira will be Chairman and Chief Executive Officer of the
new entity. Rego has been named Vice Chairman of Giant Eagle, in
addition to his role as Chief Executive Officer of Riser Foods.
Raymond J. Burgo, Giant Eagle's President and Chief Operating
Officer, will assume the same position with the combined companies.
Charles A. Rini, Sr., President and Chief Operating Officer of
Riser Foods, will also remain in that position and has been named
to the additional post of Executive Vice President of Giant Eagle.
Furthermore, both Rego and Rini will serve on the Giant Eagle Board
of Directors.
These four executives will make up a newly formed executive
committee, with overall management responsibility for the combined
companies. "Both Ray Burgo and Chuck Rini, as well as Anthony
Rego, will continue in their current offices, maintaining their
focus on the Pennsylvania and Ohio markets, respectively," Shapira
noted. "We will continue to operate these divisions autonomously,
and we are committed to making sure management is able to
concentrate on the local businesses day to day."
Currently, Giant Eagle operates 56 company-owned stores and
supplies 86 independently-owned Giant Eagle stores. Riser Foods
operates 36 Company-owned stores under the Rini-Rego Stop-n-Shop
banner, which are part of the 54-store Stop-n-Shop Supermarket
Association. Riser also owns American Seaway Foods, which serves
approximately 500 wholesale outlets including many fine independent
supermarkets and mass-merchandising retailers. In addition,
Riser's Eagle Ice Cream operation manufactures private-label ice
cream products.
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.
RISER FOODS, INC.
(Registrant)
May 14, 1997 By:/s/ Anthony C. Rego
Anthony C. Rego
Chairman of the Board and
Chief Executive Officer
May 14, 1997 By:/s/ Ronald W. Ocasek
Ronald W. Ocasek
Senior Vice President,
Chief Financial Officer
and Treasurer