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): December 30, 1998
Northland Cranberries, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 0-16130 39-1583759
-------------------- --------------------- --------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
800 First Avenue South, P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
-----------------------------------------------------------------
(Address of principal executive offices including zip code)
(715) 424-4444
----------------------------------
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets.
On December 30, 1998, we closed the previously announced acquisition of
certain assets of the juice division of Seneca Foods Corporation. We completed
the acquisition under the terms of an Asset Purchase Agreement, dated December
2, 1998, between us and Seneca, which we have filed as an exhibit to this
Current Report on Form 8-K and which we incorporate by reference in this
document.
Seneca's juice division manufactures, markets and sells bottled and
canned fruit beverages and frozen concentrate. It sells those products mainly
under the Seneca, TreeSweet and Awake brand names and also as private label
fruit products. It also performs co-packing services, which it has done for us
in the past on a contract basis to support production of our branded juice
products. In Seneca's last fiscal year, ended June 30, 1998,the juice division
recognized about $105 million in revenues.
Under the terms of the Asset Purchase Agreement, we obtained
o processing plants in Mountain Home, North Carolina, Dundee, New York
and Jackson, Wisconsin;
o a distribution center in Eau Claire, Michigan;
o a grape receiving station in Portland, New York;
o certain personal property, inventory, contracts and agreements,
computer software, licenses and permits, and general intangibles of the juice
division;
o Seneca's rights to the TreeSweet and Awake brand names; and
o an exclusive, royalty free, 99-year license to sell Seneca brand
fruit beverages and frozen concentrate.
Our purchase price for the acquisition was approximately $28,300,000 in
cash. We also assumed certain liabilities of the juice division. Because of
current market conditions, we agreed to eliminate the planned issuance to Seneca
of shares of our Class A Common Stock to pay a portion of the purchase price
that had been originally provided for in the Asset Purchase Agreement and
instead to pay the entire purchase price in cash. The Asset Purchase Agreement
provides that the purchase price may be adjusted after closing based on the Net
Asset Value (as we use such term in the Asset Purchase Agreement) of the assets
we acquired. We currently expect that we will not be required to pay additional
amounts to Seneca as a result of that potential adjustment.
As part of the acquisition, we also entered into certain other
agreements with Seneca, including
o a Lease and Shared Use Agreement, which gives Seneca a lease on part
of the Jackson, Wisconsin facility as well as the use of certain other common
areas and utilities for a period of 20 years, with two options to extend the
term for an additional 10 years each;
o a Contract Packing Agreement, which allows Seneca to perform
contract-packing for a portion of our juice and juice beverage products at its
bottling facility in Prosser, Washington; and
o a Can Supply Agreement, which makes Seneca the supplier of all of our
can requirements for the juice division business.
We determined the purchase price paid for the assets based on
arms-length negotiations between us and Seneca. The purchase price was funded
through our bank revolving credit facility. We currently plan to continue the
business of Seneca's juice division in its present form.
Item 7 Financial Statements and Exhibits.
(a) We will provide financial statements of Seneca and pro forma financial
information required by this Item 7 by amendment within sixty days of the date
hereof.
(c) We have filed the exhibits listed in the accompanying Exhibit Index as part
of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned hereunto duly authorized.
NORTHLAND CRANBERRIES, INC.
Date: January 6, 1999 By: /s/John A. Pazurek
John A. Pazurek
Vice President - Finance, Treasurer, and
Chief Financial Officer
NORTHLAND CRANBERRIES, INC.
EXHIBIT INDEX TO FORM 8-K
Report Dated December 30, 1998
Exhibit
No. Description
(2) Asset Purchase Agreement, dated as of December 2, 1998, by and among
Northland Cranberries, Inc. and Seneca Foods Corporation.*
- --------------------------
*The schedules and exhibits to this document are not being filed herewith. The
registrant agrees to furnish supplementally a copy of any such schedule or
exhibit to the Securities and Exchange Commission upon request.