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
February 23, 2001
(Date of Report/Date of earliest event reported)
UNIVERSAL FOODS CORPORATION
(d/b/a Sensient Technologies Corporation)
(Exact name of registrant as specified in its charter)
Wisconsin 1-7626 39-0561070
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant's telephone number, including area code)
Item 5. Other Events
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On February 23, 2001, the Registrant sold substantially all of the
assets of its Red Star Yeast & Products Division and all of the outstanding
shares of stock owned by the Registrant in certain affiliated foreign companies
engaged in the manufacture and sale of yeast and yeast products. The purchaser
of these assets was SAF (USA) Corporation, a Delaware corporation and subsidiary
of Lesaffre et Compagnie, a French company and leading producer of yeast and
yeast extracts. Last year, the Registrant's Board of Directors approved a plan
to dispose of the operations of its yeast business to focus attention on the
Registrant's flavor and color businesses.
The Registrant retained its interest in Minn-Dak Yeast Company, Inc., a North
Dakota corporation and manufacturer of yeast and yeast products, certain real
estate and other assets. The Registrant will continue to provide marketing and
other services to Minn-Dak Yeast Company, Inc.
In consideration for the assets sold in this transaction, the Registrant
received $108.5 million in cash and assumption by SAF (USA) Corporation of
certain liabilities of the Registrant. A small portion (less than two percent)
of the purchase price was placed in escrow pending the transfer of certain of
Registrant's foreign subsidiary investments including the resolution of
applicable rights of first refusal.
A copy of the related press release announcing this transaction is filed as
Exhibit 99.1 to this Current Report on Form 8-K, and a copy of the press release
issued by the Department of Justice announcing its approval of this transaction
is filed as Exhibit 99.2 to this Current Report on Form 8-K.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued by Registrant on February 26, 2001.
99.2 Press Release issued by Department of Justice on February 23, 2001.
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SIGNATURE
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.
Date: March 9, 2001 UNIVERSAL FOODS CORPORATION
(Registrant)
By: /s/ JOHN L. HAMMOND
-------------------------
Name: John L. Hammond
Title: Vice President, Secretary and
General Counsel
EXHIBIT INDEX
99.1 Press Release issued by Registrant on February 26, 2001.
99.2 Press Release issued by Department of Justice on February 23, 2001.
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