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
JULY 24, 1998
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
WEIDER NUTRITION INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-12929 87-0563574
(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
2002 South 5070 West, Salt Lake City, Utah 84104-4726
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(Address of Principal Executive Offices) (Zip Code)
(801) 975-5000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 10, 1998, Weider Nutrition International, Inc., a Delaware
corporation (the "Company"), announced that its wholly owned subsidiary, Weider
Nutrition Group, Inc., entered into a stock purchase agreement (the "Stock
Purchase Agreement") with Wolfgang Brandt and Eberhardt Schluter to acquire all
of the outstanding shares of capital stock of Haleko Hanseatisches
Lebensmittelkontor GmbH ("Haleko"), a private limited company organized under
the laws of Germany. The acquisition closed on July 24, 1998. The purchase price
was comprised of $25.0 million in cash, 200,000 shares of the Company's Class A
Common Stock and an $8.0 million contingent earnout agreement tied to the future
financial performance of Haleko. In addition, the Company assumed approximately
$16.0 million in long-term debt. The Company will use amounts available under
its credit agreement with General Electric Capital Corporation to finance the
cash portion of the purchase price.
Haleko is a [manufacturer] and distributor of nutritional powders,
capsules and tablets and nutrition bars. Haleko's products include Multipower,
Multaben and Champ. In addition, Haleko sells a range of sportwear apparel
throughout Europe under the brand name Venice Beach.
A copy of the Company's July 10, 1998 press release has been filed
as an exhibit to this report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) Financial statements and PRO FORMA financial information will be
filed within 60 days in accordance with the requirements of Item
7(a)(4).
(c) The following documents are furnished as Exhibits to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
2.1 Stock Purchase Agreement, dated July 9, 1998, by and among
Weider Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt
Schluter.
2.2 Amendment Deed to Stock Purchase Agreement, dated July 24, 1998.
2.3 Share Transfer Deed, dated July 24, 1998.
99.1 Press release dated July 10, 1998 of Weider Nutrition
International, Inc.
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.
WEIDER NUTRITION INTERNATIONAL, INC.
Date: August 10, 1998
By: /s/ ROBERT K. REYNOLDS
Name: Robert K. Reynolds
Title: Executive Vice President
& Chief Operating Officer
EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
2.1 Stock Purchase Agreement, dated July 9, 1998, by and among Weider
Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schluter.
2.2 Amendment Deed to Stock Purchase Agreement, dated July 24, 1998.
2.3 Share Transfer Deed, dated July 24, 1998.
99.1 Press Release dated July 10, 1998 of Weider Nutrition International,
Inc.