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)
January 23, 2003
KRISPY KREME DOUGHNUTS, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 001-16485 56-2169715
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
370 Knollwood Street
Winston-Salem, North Carolina 27103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 725-2981
Item 5. Other Events
Krispy Kreme Doughnuts, Inc. has issued the press release attached hereto
as exhibit 99.1 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 24, 2003
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 hereunto duly authorized.
KRISPY KREME DOUGHNUTS, INC.
Dated: January 24, 2003 By: /s/ Randy S. Casstevens
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Name: Randy S. Casstevens
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated January 24, 2003
EXHIBIT 99.1
Investor Contact: Robbin E. Moore
Investor Relations Director
Krispy Kreme Doughnuts, Inc.
336.726.8857
Media Contact: Brooke Smith
Public Relations Director
Krispy Kreme Doughnuts, Inc.
336.726.8997
KRISPY KREME AGREES TO ACQUIRE MONTANA MILLS, INC.
ANNOUNCES PLANS TO DEVELOP BAKERY/CAFE CONCEPT
Winston-Salem, NC (January 24, 2003) - Krispy Kreme Doughnuts, Inc. (NYSE: KKD)
announced today that the Company has entered into a merger agreement to acquire
Montana Mills Bread Co., Inc. (AMEX: MMX), a Rochester, NY-based bakery concept.
The small chain of neighborhood bakeries features fresh, stone ground flour, a
highly visual presentation of the baking process in full view of the customer
and customer sampling with large slices of a variety of fresh-baked breads. The
Company indicated it will issue approximately 1.2 million shares of Krispy Kreme
common stock for the acquisition and that the purchase would be dilutive by
about $.03 per share in the first full year. The holders of a majority of the
outstanding shares of Montana Mills have consented to the merger, and it is
contemplated that, subject to the conditions of the merger agreement, the merger
will close approximately 20 business days following the mailing of an
information statement/registration statement to the Montana Mills stockholders.
Scott Livengood, Krispy Kreme's Chairman, President and Chief Executive Officer,
said, "This acquisition is a natural outgrowth of the development of Krispy
Kreme over the past five years. As I have indicated previously, we view Krispy
Kreme Doughnuts, Inc., first and foremost as a set of unique capabilities which
include the abilities to explore and nurture our customers' passion for and
connection to a brand, create an effective franchise network, vertically
integrate to provide a complete range of products and services to a system-wide
store network serving flour-based, short shelf life products, and deliver these
products daily across multiple channels. Applying these core organizational
competencies to the development of a second concept has the potential to create
significant leverage."
Livengood added, "The opportunity to create a wholesome, fresh-baked bakery and
cafe concept the `Krispy Kreme way' is obviously unique to Krispy Kreme. I have
long considered how to capitalize on this opportunity. In Montana Mills, we
found the perfect foundation for this new concept - passionate bread bakers who
have created a fiercely loyal customer following around a wide variety of
fresh-baked goods, bread-baking theater and sampling of large slices of bread. I
have personally observed this passion that each Montana Mills employee carries
for their custom-
ers and their breads. This is a great platform on which to build. We will work
closely with the Montana Mills team as we try to add value to an already
outstanding concept."
Asked about the timing of this move, Livengood indicated, "I expect we will
spend in the range of two years fully developing the concept I described. As we
have indicated regarding our international expansion, we will always try to
prepare for any type of expansion well before we need the growth. We want the
time to do it right. For this concept, I think that time is now."
John Tate, the Krispy Kreme's Chief Operating Officer, has served on the Montana
Mills Board of Directors for the past 14 months. Asked about this, Tate
indicated, "I agreed to serve on the board of Montana Mills after meeting its
Chief Executive Officer, Gene O'Donovan and seeing the concept firsthand. I was
struck by the remarkable similarities in culture, values and customer
relationships between Krispy Kreme and Montana Mills. The opportunity to help
such a company in the early stages of its growth was irresistible. When we
decided to begin the development of a bakery concept, it was clear to me that
Montana Mills was the natural choice because of these similarities."
The Company also indicated that Gene O'Donovan and his wife Suzy would assume
the positions of President of Montana Mills (a division of Krispy Kreme
Doughnuts, Inc.) and Principal Baker, respectively. Livengood said, "Gene and
Suzy have an incredible passion for this product and this concept. We are
excited about working with them in the years ahead to realize the full potential
of Montana Mills in becoming a beacon brand."
Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is a leading
branded specialty retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed. Krispy Kreme currently operates more than 265
stores in 37 states and Canada. An estimated 7.5 million Krispy Kreme doughnuts
are made everyday and more than 2.7 billion are produced each year. Krispy Kreme
can be found on the World Wide Web at www.krispykreme.com.
# # #
Information contained in this press release, other than historical
information, may be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on Krispy Kreme's
operating results, performance or financial condition are its dependence on
franchisees to execute its store expansion strategy, supply issues, competition
and numerous other factors discussed in Krispy Kreme's periodic reports, proxy
statement and other information statements filed with the Securities and
Exchange Commission.