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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): JUNE 22, 2000
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INTERNATIONAL HOME FOODS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-9859 13-3377322
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
100 NORTHFIELD STREET
GREENWICH, CONNECTICUT
(Address of principal 06830
executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 622-6010
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 23, 2000, International Home Foods, Inc. (the "Company") and
ConAgra, Inc. ("ConAgra") announced that they had entered into a definitive
merger agreement pursuant to which ConAgra will acquire the Company (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, stockholders of the
Company will receive a targeted value of $22.00 per share of common stock, half
of which will be paid in cash and half of which will be paid in ConAgra common
stock. The number of shares of ConAgra common stock to be received is based upon
an exchange ratio that is subject to limited adjustment and is initially
established at .55 of a share of ConAgra common stock per each share of common
stock of the Company. Under the terms of the Merger Agreement, adjustments to
the exchange ratio are subject to a "collar" that adjusts based on the average
closing price of ConAgra common stock for the 10 trading days prior to the 5th
trading day prior to the closing of the merger. The "collar" provides an
adjustment limit of between .5 and .61 of a share of ConAgra common stock with
the exchange ratios being .61 if the average closing price of ConAgra common
stock is $18.00 or less and .5 if such average closing price is $22.00 or more.
ConAgra and the Company's stockholders respectively bear the market risk of the
average closing price being an amount outside of the adjustment provisions of
the "collar."
The proposed merger is subject to approval by holders of a majority in
interest of the Company's outstanding common stock. In connection with the
Merger Agreement, C. Dean Metropoulos, the Company's chairman and chief
executive officer, and certain investment partnerships controlled by Hicks,
Muse, Tate & Furst Incorporated, entered into agreements to vote in favor of the
proposed merger transaction (the "Stock Voting Agreements"). Such parties
collectively hold approximately 43% of the Company's outstanding common stock.
In addition, the proposed merger is subject to clearance or expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, Competition Act (Canada), the Mexican Federal Economic Competition Law,
and the satisfaction of other customary closing conditions.
In connection with the Merger Agreement, ConAgra and Mr. Metropoulos and
the Hicks Muse investment partnerships entered into a Registration Rights
Agreement (the "Registration Rights Agreement") granting such stockholders
certain registration rights with respect to the shares of ConAgra common stock
to be received by them pursuant to the proposed merger.
The foregoing summary is qualified in its entirety by reference to the
Merger Agreement, the Registration Rights Agreement, the press release
announcing the proposed merger and the Stock Voting Agreements, which are
attached as exhibits hereto and are incorporated herein by reference in their
entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
2.1 -- Agreement and Plan of Merger, dated as of June 22, 2000, among
ConAgra, Inc., CAG Acquisition Sub, Inc. and International Home
Foods, Inc.*
2.2 -- Registration Rights Agreement, dated as of June 22, 2000, by and
among ConAgra, Inc. and the other parties signatory thereto.*
2.3 -- Stock Voting Agreement, dated as of June 22, 2000, by and between
Hicks, Muse, Tate & Furst Equity Fund III, L.P., ConAgra, Inc.,
and International Home Foods, Inc.*
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2.4 -- Stock Voting Agreement, dated as of June 22, 2000, by and between
HM3/IH Partners, L.P., ConAgra, Inc., and International Home
Foods, Inc.*
2.5 -- Stock Voting Agreement, dated as of June 22, 2000, by and between
HM3 Coinvestors, L.P., ConAgra, Inc., and International Home
Foods, Inc.*
2.6 -- Stock Voting Agreement, dated as of June 22, 2000, between C.
Dean Metropoulos, ConAgra, Inc. and International Home Foods,
Inc.*
99.1 -- Press release dated June 23, 2000.*
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* Filed herewith.
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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.
INTERNATIONAL HOME FOODS, INC.
By: /s/ JAMES A. KRAUSE
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Name: James A. Krause
Title: Vice President
Date: June 23, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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2.1 -- Agreement and Plan of Merger, dated as of June 22, 2000, among
ConAgra, Inc., CAG Acquisition Sub, Inc. and International Home
Foods, Inc.
2.2 -- Registration Rights Agreement, dated as of June 22, 2000, by and
among ConAgra, Inc. and the other parties signatory thereto.
2.3 -- Stock Voting Agreement, dated as of June 22, 2000, by and between
Hicks, Muse, Tate & Furst Equity Fund III, L.P., ConAgra, Inc.,
and International Home Foods, Inc.
2.4 -- Stock Voting Agreement, dated as of June 22, 2000, by and between
HM3/IH Partners, L.P., ConAgra, Inc., and International Home
Foods, Inc.
2.5 -- Stock Voting Agreement, dated as of June 22, 2000, by and between
HM3 Coinvestors, L.P., ConAgra, Inc., and International Home
Foods, Inc.
2.6 -- Stock Voting Agreement, dated as of June 22, 2000, between C.
Dean Metropoulos, ConAgra, Inc. and International Home Foods,
Inc.
99.1 -- Press release dated June 23, 2000.