- --------------------------------------------------------------------------------
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): October 5, 1998
(September 24, 1998)
PRO-FAC COOPERATIVE, INC.
(Exact Name of Registrant as Specified in Charter)
New York 0-20539 16-6036816
- --------------------------------------------- ----------------------- -----------------------------------
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
90 Linden Oaks, Rochester, New York 14625
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (716) 383-1850
- --------------------------------------------------------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 24, 1998, Agrilink Foods, Inc., a wholly-owned subsidiary of
Pro-Fac Cooperative, Inc. (Nasdaq: PFACP) announced that it has completed the
acquisition of the Dean Foods Vegetable Company from Dean Foods Company (NYSE:
DF), of Franklin Park, Illinois. Included in this acquisition are the nationally
know Birds Eye brand and Dean's Freshlike and VegAll brands.
The transaction consisted of approximately $370 million in cash, an Agrilink
note in the amount of $30 million, and was net of the sale of the Agrilink
aseptic foods business, located in Benton Harbor, Michigan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a)(4) and (b)(1) Financial statements of the business acquired and
pro forma financial information reflecting the transaction
are not included with this report and will be filed on or
before December 7, 1998.
(c) See Exhibit Index for a listing of exhibits.
2
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.
PRO-FAC COOPERATIVE, INC.
Date: October 5, 1998 BY: /s/ Earl L. Powers
--------------- ----------------------------------
EARL L. POWERS,
VICE PRESIDENT FINANCE AND
ASSISTANT TREASURER
(Principal Financial Officer and
Principal Accounting Officer)
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2(a) Stock Purchase Agreement by and between Dean Foods Company and
Agrilink Foods, Inc. dated as of July 24, 1998.
2(b) Amendatory Agreement dated as of September 10, 1998 by and
between Dean Foods Company and Agrilink Foods, Inc. with respect
to the Stock Purchase Agreement and the Asset Transfer Agreement
dated July 24, 1998.
2(c) Secondary Amendatory Agreement dated as of September 23, 1998 by
and between Dean Foods Company and Agrilink Foods, Inc. with
respect to the Stock Purchase Agreement and the Asset Transfer
Agreement dated July 24, 1998.
2(d) Asset Transfer Agreement by and between Dean Foods Company and
Agrilink Foods, Inc. dated as of July 24, 1998.
4