SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 5, 1999
B&G Foods, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-39813 13-3916496
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) No.)
426 Eagle Rock Avenue, Roseland, New Jersey 07068
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 228-2500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2 Acquisition or Disposition of Assets
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B&G Foods, Inc. (the "Company") is filing this Form 8-K to report the
acquisition by its wholly-owned subsidiary of the business, assets and
operations of International Home Foods, Inc. relating to the Polaner brand, the
Maxams brand, the Eagle Rock Farms brand and assorted products, including
associated private label products (collectively, the "Acquired Business").
On February 5, 1999, Roseland Distribution Company ("RDC"), an
indirect, wholly-owned subsidiary of the Company, acquired the Acquired Business
pursuant to an Asset Purchase Agreement (the "Asset Purchase Agreement") dated
as of January 12, 1999 among RDC, International Home Foods, Inc. ("IHFI") and M.
Polaner, Inc., a wholly-owned subsidiary of IHFI (collectively, the "Sellers").
Pursuant to the Asset Purchase Agreement, RDC purchased the Acquired Business
for $30,000,000 in cash. RDC has post-closing obligations under the Asset
Purchase Agreement, which has been filed as Exhibit 1 to this report. Sellers
agreed to provide certain transition services to RDC for a limited period of
time pursuant to a transition services agreement, which has been filed as
Exhibit 2 to this report.
The Company is not a party to the Asset Purchase Agreement but has
guaranteed RDC's obligations thereunder pursuant to a Guaranty dated as of
January 12, 1999, which has been filed as Exhibit 3 to this report.
In connection with the Asset Purchase Agreement, the Company and its
lenders under its senior credit facility entered into an amendment of the
Company's credit agreement. The Consent, Waiver and Second Amendment, dated as
of January 12, 1999, to the Second Amended and Restated Credit Agreement, dated
as of August 11, 1997, among the Company, the subsidiaries of the Company, and
Heller Financial, Inc., as agent and lender, and the other lenders party
thereto, has been filed as Exhibit 4 to this report.
The Company announced the Asset Purchase Agreement pursuant to a press
release dated January 13, 1999, which has been filed as Exhibit 5 to this
report.
Item 7 Financial Statements, Pro Forma Financial Statements and Exhibits
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* (a) Financial Statements of Acquired Business
* (b) Pro Forma Financial Information
(c) Exhibits
(1) Asset Purchase Agreement, dated as of January 12, 1999, by and among
Roseland Distribution Company, International Home Foods, Inc. and M.
Polaner, Inc.
(2) Transition Services Agreement, dated as of February 5, 1999, among
International Home Foods, Inc., M. Polaner Inc. and Roseland
Distribution Company.
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* These items will be filed by a supplementary filing within the time period
specified by the rules promulgated under the Securities Exchange Act of 1934,
as amended.
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(3) Consent, Waiver and Second Amendment, dated as of January 12, 1999, to
the Second Amended and Restated Credit Agreement, dated as of August
11, 1997, among B&G Foods, Inc., the subsidiaries party thereto, Heller
Financial, Inc., as agent and lender, and the other lenders party
thereto.
(4) Guaranty, dated January 12, 1999, of B&G Foods, Inc. in favor of
International Home Foods, Inc. and M. Polaner, Inc.
(5) Press release dated January 13, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
B&G FOODS, INC.
Date: February 19, 1999 By: /s/ David Wenner
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President
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EXHIBITS INDEX
Exhibit
Number Description
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*(a) Financial Statements of Acquired Business
*(b) Pro Forma Financial Information
(c) Exhibits
(1) Asset Purchase Agreement, dated as of January 12, 1999, by and
among Roseland Distribution Company, International Home Foods,
Inc. and M. Polaner, Inc.
(2) Transition Services Agreement, dated as of February 5, 1999, among
International Home Foods, Inc., M. Polaner, Inc. and Roseland
Distribution Company.
(3) Guaranty, dated as of January 12, 1999, of B&G Foods, Inc. in
favor of International Home Foods, Inc. and M. Polaner, Inc.
(4) Consent, Waiver and Second Amendment, dated as of January 12,
1999, to the Second Amended and Restated Credit Agreement, dated
as of August 11, 1997, among B&G Foods, Inc., the subsidiaries
party thereto, Heller Financial, Inc., as agent and lender, and
the other lenders party thereto.
(5) Press release dated January 13, 1999.
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* These items will be filed by a supplementary filing within the time period
specified by the rules promulgated under the Securities Exchange Act of 1934,
as amended.