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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
Date of Report (Date of earliest event reported) April 14, 1999
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LANCE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-398 56-0292920
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Post Office Box 32368, Charlotte, North Carolina 28232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 554-1421
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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 April 14, 1999, the Registrant acquired 100% of the outstanding
Common Stock of Tamming Foods Ltd., a corporation organized under the
laws of Ontario, Canada ("Tamming") pursuant to the terms of an
Agreement of Purchase and Sale (the "Acquisition Agreement") dated as
of March 31, 1999 among the Registrant, 1346242 Ontario Inc., an
indirect, wholly-owned subsidiary of the Registrant organized under the
laws of Ontario, Canada (which changed its name to Tamming Foods Ltd.
immediately after the acquisition, "Lance Sub") and James D. Blair,
Lorna Blair, Hilary Blair, James D. Blair In Trust For Douglas Blair,
James D. Blair On Behalf Of A Corporation To Be Incorporated Under The
Laws Of The Province of Ontario (incorporated as "Blairco Equities
Inc."), Jalor South Investments Limited, A. Gordon Linkletter, Bruce
Linkletter, Anne Linkletter, Linkfam Investments Inc., A. Gordon
Linkletter On Behalf Of A Corporation To Be Incorporated Under The Laws
Of The Province Of Ontario (incorporated as "Linkco Equities Inc."),
John Tamming, Manon (Tamming) DiFrancesco, Di-Tam Investments Inc.,
Mel-An Investments Inc., John Tamming On Behalf Of A Corporation To be
Incorporated Under The Laws Of The Province Of Ontario (incorporated as
"Tam-Di Equities Inc."), Robert Rice, Linda Rice, Ricefam Investments
Inc., Adtani Investments Inc. and Robert Rice On Behalf Of A
Corporation To Be Incorporated Under The Laws Of The Province Of
Ontario (incorporated as "Tam-Ri Equities Inc."), (collectively, the
"Shareholders"). Pursuant to the terms of the Acquisition Agreement,
Lance Sub purchased all of the outstanding stock of Tamming from the
Shareholders for the aggregate purchase price of $45.0 million of which
$14.1 million was paid by delivery of Lance Sub's Deferred Notes due
April 2, 2004. The funds for the acquisition were obtained from a short
term borrowing agreement with Bank of America Canada consisting of a
180 day unsecured term loan in the amount of $30.9 million and the
Registrant's existing unsecured line of credit with NationsBank, N.A.
in the amount of $5.0 million. The Deferred Notes, which are
non-interest bearing, were issued pursuant to a Deferred Notes
Agreement between Lance Sub and certain of the Shareholders. Payment of
the Deferred Notes is guaranteed by the Registrant. The terms of the
Acquisition Agreement, including the consideration to be paid, were
negotiated on an arms-length basis by senior members of the managements
of the Registrant and Tamming. During the negotiations, the Registrant
based its valuation of Tamming on (i) its assessment of valuation
parameters of companies in the same or related business as Tamming;
(ii) Tamming's historical financial results and its prospects; and
(iii) the potential effects that a transaction would have on the
Registrant's financial results.
Tamming manufactures high quality sugar wafer products that are sold
under private label in the United States, Canada and Mexico. The
Registrant currently intends to continue to operate Tamming in the same
business as an indirect, wholly-owned subsidiary.
The Registrant's News Release announcing the acquisition of Tamming is
filed as Exhibit 99 to this Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2 Agreement of Purchase and Sale dated as of March 31,
1999 among the Registrant, a subsidiary of the
Registrant and the shareholders of Tamming Foods Ltd.
4 Deferred Notes Agreement dated April 14, 1999 among
1346242 Ontario Inc. (now Tamming Foods Ltd.),
Blairco Equities Inc., Linkco Equities Inc., Tam-Di
Equities Inc. and Tam-Ri Equities Inc. providing for
the issuance of $14.1 million of Tamming Foods Ltd.'s
Deferred Notes due 2004. The total amount of the
Deferred Notes due 2004, issued under the Deferred
Notes Agreement, does not exceed 10% of the total
assets of the Registrant and the Registrant agrees to
furnish a copy of the Deferred Notes Agreement to the
Securities and Exchange Commission upon request.
99 Registrant's News Release dated April 1, 1999.
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.
LANCE, INC.
By /s/ B. Clyde Preslar
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B. Clyde Preslar
Vice President
Dated: April 29, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
April 14, 1999 0-398
LANCE, INC.
EXHIBIT INDEX
Exhibit No Exhibit Description
2 Agreement of Purchase and Sale dated as of
March 31, 1999 among the Registrant, a
subsidiary of the Registrant and the
shareholders of Tamming Foods Ltd.
4 Deferred Notes Agreement dated April 14,
1999 among 1346242 Ontario Inc. (now Tamming
Foods Ltd.), Blairco Equities Inc., Linkco
Equities Inc., Tam-Di Equities Inc. and
Tam-Ri Equities Inc. providing for the
issuance of $14.1 million of Tamming Foods
Ltd.'s Deferred Notes due 2004. The total
amount of the Deferred Notes due 2004 does
not exceed 10% of the total assets of the
Registrant and the Registrant agrees to
furnish a copy of the Deferred Notes
Agreement to the Securities and Exchange
Commission upon request.
99 Registrant's News Release dated April 1,
1999.
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