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):
October 1, 1997
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ALPINE LACE BRANDS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15584 22-2717823
(State or other jurisdiction (Commission File number) (I.R.S. Employer
of incorporation) Identification No.)
111 DUNNELL ROAD, MAPLEWOOD, NJ 07040
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 378-8600
Item 5. Other Events.
On October 1, 1997, the Registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") among the Registrant, Land O'Lakes, Inc., a
Minnesota cooperative corporation ("Land O'Lakes"), and AVV Inc., a Delaware
corporation and a wholly-owned subsidiary of Land O'Lakes ("Acquisition").
Pursuant to the Merger Agreement and subject to certain conditions, including,
but not limited to, the approval of holders of the Registrant's common stock and
regulatory review, the Registrant will merge with Acquisition. If the merger is
consummated, the surviving corporation will be a wholly-owned subsidiary of Land
O'Lakes and the stockholders of the Registrant will receive $9.125, in cash, for
each share of common stock of the Registrant, as set forth in the Merger
Agreement. Preferred stockholders of the Registrant will receive a cash merger
payment as if such shares of preferred stock were converted into common stock.
Upon consummation of the transactions contemplated by the Merger Agreement, each
of Carl T. Wolf and Marion F. Wolf will enter into five year Non-Compete
Agreements with Land O'Lakes. The Non-Compete Agreements are filed herewith as
Exhibits to the Merger Agreement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated October 1, 1997, by and
among the Registrant, Land O'Lakes and AVV Inc., a Delaware
corporation.
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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 thereunto duly authorized.
ALPINE LACE BRANDS, INC.
Date: October 8, 1997 By: /s/ Carl T. Wolf
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Carl T. Wolf
President and Chief Executive Officer
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INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated October 1, 1997, among the
Registrant, Land O'Lakes, Inc., a Minnesota cooperative corporation,
and AVV Inc., a Delaware corporation.
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