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
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Date of Report (Date of Earliest Event Reported): December 3, 1996
THE MORNINGSTAR GROUP INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19075 75-2217488
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(Commission File Number) (I.R.S. Employer
Identification No.)
5956 Sherry Lane, Suite 1500
(formerly Suite 1800)
Dallas, Texas 75225-6522
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(Address of Principal Executive Offices) (Zip Code)
(214) 360-4700
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. Acquisition or Disposition of Assets.
On December 3, 1996, The Morningstar Group Inc., a Delaware
corporation (the "Company"), acquired (the "Acquisition") all of the
issued and outstanding shares of capital stock of Presto Food
Products, Inc., a California corporation ("Presto"), from the
shareholders of Presto (the "Presto Shareholders") for $133,500,000
pursuant to a Stock Purchase Agreement (the "Agreement"), dated as of
October 20, 1996, by and among the Company, Presto and the Presto
Shareholders. The consideration paid at closing to the Presto
Shareholders pursuant to the Agreement consisted of cash in the
aggregate amount of approximately $104,000,000 (of which $10,000,000
was placed in escrow as security for the post-closing indemnification
obligations of the Presto Shareholders) and assumed liabilities of
$29,500,000. The consideration paid pursuant to the Agreement was
determined through arm's length negotiation between the parties.
The cash consideration paid pursuant to the Agreement was
funded with borrowings under a Credit Agreement, dated as of December
2, 1996, among the Company, certain Lenders identified therein and
NationsBank of Texas, N.A., a national banking association, as a
Lender, as Swing Line Lender, and as Agent for itself and the other
Lenders.
The foregoing summary is subject to the full text of the
Stock Purchase Agreement referenced in Exhibit 2.1 below and the
Credit Agreement referenced in Exhibit 2.2 below.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
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It is impracticable to file the financial statements of
Presto Food Products, Inc. required by this Item 7(a) at this time
because such statements are not available. Such statements will be
filed pursuant to Item 7(a)(4) of Form 8-K as soon as practicable, but
not later than February 17, 1997, the first business day 60 days after
the due date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
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It is impracticable to file the pro forma financial
information required by this Item 7(b) at this time because such
information is not available. Such information will be filed pursuant
to Item 7(b)(2) of Form 8-K as soon as practicable, but not later than
February 17, 1997, the first business day 60 days after the due date
of this Current Report on Form 8-K.
(c) Exhibits.
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Exhibit 2.1 - Stock Purchase Agreement, dated October
20, 1996, among The Morningstar Group Inc., Presto Food
Products, Inc. and the shareholders of Presto signatory
thereto.
Exhibit 2.2 - Credit Agreement, dated December 2, 1996,
among The Morningstar Group Inc., NationsBank of Texas,
N.A. and the Lenders party thereto.
Exhibit 10.1 - Employment Agreement, dated October 1,
1996, between The Morningstar Group Inc. and C. Dean
Metropoulos.
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.
THE MORNINGSTAR GROUP INC.
(Registrant)
Date: December 18, 1996 By: /s/ Joseph B. Armes
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Joseph B. Armes
Vice President and
General Counsel
The registrant hereby agrees to supplementally furnish to
the Securities and Exchange Commission, upon request, copies of all
schedules to the Stock Purchase Agreement, dated as of October 20,
1996, among The Morningstar Group Inc., Presto Food Products, Inc. and
the shareholders of Presto signatory thereto, as listed below:
SCHEDULES
2.10 Individuals With Knowledge
3.1 Corporate Existence, Qualification and Power of Presto
3.2 Authorization of Agreement by Presto
3.3 Ownership of Presto Securities, Power to Convey and
Absence of Conflicts
3.4 Capitalization
3.5 Ability to Conduct the Business
3.6 Financial Statements
3.7 Subsequent Events to June 30, 1996
3.8 Presto Inventories
3.9 Undisclosed Liabilities
3.11 Title to, Use and Condition of, the Presto Fixed Assets
3.12 Presto Realty
3.13 Presto Leases
3.14 Presto Intellectual Property
3.15 Necessary Property
3.16 Customer Contracts, Other Contracts and Commitments
3.17 No Breach of Statute, Decree, or Order
3.18 Litigation
3.19 Presto Accounts Receivable
3.20 Certain Relationships
3.21 Benefit Plans
3.22 Environmental Matters
3.23 Labor Relations; Employees
3.25 Insurance
3.26 Dividends
3.30 Financial Institution Relationships
3.31 Spousal Consents
3.32 Customers and Suppliers
4.4 Financing
5.1 Operation of Business
THE MORNINGSTAR GROUP INC.
Date: December 18, 1996 By: /s/ Joseph B. Armes
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Joseph B. Armes
Vice President and
General Counsel
EXHIBIT INDEX
Exhibit
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2.1 - Stock Purchase Agreement, dated October 20, 1996, among
The Morningstar Group Inc., Presto Food Products, Inc.
and the shareholders of Presto signatory thereto.
2.2 - Credit Agreement, dated December 2, 1996, among The
Morningstar Group Inc., NationsBank of Texas, N.A. and
the Lenders party thereto.
10.1 - Employment Agreement, dated October 1, 1996, between
The Morningstar Group Inc. and C. Dean Metropoulos.