1
- --------------------------------------------------------------------------------
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 AND EXCHANGE ACT OF 1934
MARCH 24, 1999
Date of Report (Date of earliest event reported)
UNIVERSAL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 1-7626 39-0561070
(State or other (Commission File (IRS Employer
jurisdiction of Number) ID Number)
incorporation)
433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
(Address of principal executive offices)
(414) 271-6755
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
2
ITEM 5. OTHER EVENTS
On November 9, 1998, the Registrant filed Registration Statement No.
333-67015 with the Securities and Exchange Commission relating to the shelf
registration on Form S-3 of up to $300,000,000 of debt securities to be offered
by the Registrant from time to time. On March 22, 1999, the Registrant and
Goldman, Sachs & Co., First Chicago Capital Markets, Inc., and ABN AMRO
Incorporated (the "Underwriters") entered into the underwriting agreement
attached hereto as Exhibit 1.1 relating to the offering of such debt securities.
In connection with the Registrant's offering of $150 million aggregate principal
amount of 6.50% Notes due April 1, 2009, the Registrant and the Underwriters
entered into the pricing agreement attached hereto as Exhibit 99.1 on March 22,
1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
1.1 Underwriting Agreement dated as of March 22, 1999,
between the Registrant and Goldman, Sachs & Co.,
First Chicago Capital Markets, Inc., and ABN AMRO
Incorporated
99.1 Pricing Agreement dated as of March 22, 1999,
between the Registrant and Goldman, Sachs & Co.,
First Chicago Capital Markets, Inc., and ABN AMRO
Incorporated
3
SIGNATURES
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.
UNIVERSAL FOODS CORPORATION
(Registrant)
By: /s/ John L. Hammond
-----------------------------------
John L. Hammond
Vice President, Secretary and
General Counsel
Date: March 23, 1999
4
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
------ ----------- --------- --------
1.1 Underwriting Agreement dated as of
March 22, 1999, between the Registrant and
Goldman, Sachs & Co., First Chicago Capital
Markets, Inc., and ABN AMRO Incorporated X
99.1 Pricing Agreement dated as of March 22, 1999,
between the Registrant and Goldman, Sachs &
Co., First Chicago Capital Markets, Inc.,
and ABN AMRO Incorporated X