As filed with the Securities and Exchange Commission on May 7, 2001
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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2001
WEIS MARKETS, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-5039 24-0755415
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Numer) Identification No.)
1000 SOUTH SECOND STREET, SUNBURY, PENNSYLVANIA 17801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 286-4571
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 2001, the Registrant purchased an aggregate of
14,477,242 shares of its common stock from the family of the late Sigfried Weis.
The purchase price was $30.00 per share, for an aggregate purchase price of
approximately $434.3 million in cash. The amount of such consideration was
determined through negotiations between the Registrant and the sellers of such
shares, and was subject to review by a special committee of the Registrant's
board of directors formed for the purpose of evaluating the transaction. In
determining the amount of such consideration and assessing the fairness thereof,
the Company received financial advice from Morgan Stanley Dean Witter, and the
special committee received financial advice from Dresdner Kleinwort Wasserstein,
Inc., both of which firms rendered fairness opinions to the special committee.
The selling shareholders are descendants, or family members of descendants, of
one of the founders of the Registrant. The selling shareholders include Joseph
I. Goldstein, a director of the Registrant who has resigned from the Board of
Directors, his wife and certain of his relatives. The sources of the funds used
for the Registrant's acquisition of its shares were the Registrant's own cash
resources and borrowings from Mellon Bank under a credit agreement entered into
in the ordinary course.
A copy of the press release announcing this repurchase is
attached as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits
Exhibit
Number Description
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99 Press release, dated May 7, 2001,
of the Registrant.
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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.
WEIS MARKETS, INC.
By: /s/ William R. Mills
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Name: William R. Mills
Title: Vice President - Finance
and Secretary
Dated: May 7, 2001
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EXHIBIT INDEX
Page
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Exhibit 99 Press release, dated May 7, 2001, 5
of Weis Markets, Inc.