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SECURITIES AND EXCHANGE ACT OF 1934
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): July 1, 1997
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INTERNATIONAL HOME FOODS, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 333-18859 13-3377322
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
1633 LITTLETON ROAD 07054
PARSIPPANY, N.J. (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (201) 359-9920
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 1, 1997, International Home Foods, Inc. (the "Company")
consummated the acquisition of substantially all of the assets (the "Assets")
of Bumble Bee Seafoods, Inc. and its wholly-owned subsidiaries, Bumble Bee
International, Inc., Santa Fe Springs Holding Company and Commerce Distributing
Company (collectively, the "Sellers"), pursuant to the terms of an Asset
Purchase and Sale Agreement dated as of May 1, 1997 (the "Agreement") by and
among the Sellers, on the one hand, and the Company and its wholly-owned
subsidiary, Bumble Bee Acquisition Corporation, on the other hand. The
aggregate consideration paid for the Assets was approximately $160,000,000 in
cash and the assumption of certain liabilities of the Sellers, including trade
payables and certain accrued liabilities. The Assets consist primarily of
inventory, accounts receivable, property, plant and equipment and trademarks
formerly used by the Sellers for the processing and marketing of canned seafood
products, principally tuna and salmon, including processing facilities in
Puerto Rico, Ecuador and California. The transaction was approved by an order
of the Federal Bankruptcy Court for the Southern District of California on June
19, 1997, as part of the bankruptcy proceedings of the Sellers.
Concurrent with the acquisition of the Assets, the Company amended its
existing loan facility with Chase Manhattan Bank. The existing senior secured
bank term facilities were increased from $670 million to $750 million and the
Company's revolving facility was increased from $100 million to $140 million.
The Company financed the purchase of the Assets with the $80 million increase
in the term facility and a $30 million draw on the Company's bank revolver,
with the balance of the purchase price provided from the Company's available
cash balances as of the date of the closing.
The Company intends to maintain the plant and equipment acquired for the
processing and canning of seafood products and to continue the employ of
substantially all of the Seller's former 1700 employees.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
In accordance with Items 7(a)(4) and 7(b)(2) of Form 8-K, the financial
statements of the Sellers called for by Item 7(a) of Form 8-K and Rule 3-05 of
Regulation S-X, and the pro forma financial information called for by Item 7(b)
of Form 8-K and Article XI of Regulation S-X, will be filed by amendment as
soon as practicable but not later than September 15, 1997.
(c) Exhibits. The following exhibit is filed herewith in
accordance with Item 601 of Regulation S-K:
Exhibit No. Description
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2.1 Asset Purchase and Sale Agreement dated as of May 1, 1997, by
and among Bumble Bee Seafoods, Inc., Bumble Bee International,
Inc., Commerce Distributing Company and Santa Fe Springs
Holding Company, as Sellers, and International Home Foods,
Inc. and Bumble Bee Acquisition Corporation, its
wholly-owned subsidiary, as Buyer.
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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.
(Registrant)
Date: July 16, 1997 By: /s/ N. MICHAEL DION
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N. Michael Dion
Chief Financial Officer
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INDEX TO EXHIBITS
2.1 Asset Purchase and Sale Agreement dated as of May 1, 1997, by and
among Bumble Bee Seafoods, Inc., Bumble Bee International, Inc.,
Commerce Distributing Company and Santa Fe Springs Holding Company,
as Sellers, and International Home Foods, Inc. and Bumble Bee
Acquisition Corporation, its wholly-owned subsidiary, as Buyer.