Document/Exhibit Description Pages Size
1: 8-K Current Report 8 33K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 96 433K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 17 62K
Liquidation or Succession
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): November 13, 2001
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6699 41-0871880
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
110 Cheshire Lane, Suite 300, Minnetonka, Minnesota 55305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 594-3300
Not applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ACQUISITION
On November 13, 2001, International Multifoods Corporation (the
"Company") acquired the PILLSBURY dessert and specialty products business
and the PET evaporated milk and dry creamer business of The Pillsbury Company
("Pillsbury") and the United States ROBIN HOOD business, the FARMHOUSE
flavored rice and pasta side-dish products business and the LA PINA, RED BAND
and SOFTASILK retail flour businesses of General Mills, Inc. ("General Mills")
(the "Acquisition"). The Acquisition was made pursuant to an Amended and
Restated Asset Purchase and Sale Agreement by and among General Mills,
Pillsbury and the Company, dated as of October 24, 2001, as amended by a
Closing Agreement by and among General Mills, Pillsbury and the Company,
dated as of November 13, 2001 (as so amended, the "Asset Purchase and Sale
Agreement"). The cash purchase price for the Acquisition paid at closing was
$304.6 million, subject to an adjustment to the extent that the inventory of
the Pillsbury businesses acquired by the Company at the closing of the
Acquisition had a value of more or less than $51.5 million. In addition, the
Company is obligated to pay for the inventory of the ROBIN HOOD, FARMHOUSE,
LA PINA, RED BAND and SOFTASILK businesses that it acquires in the
Acquisition. The Asset Purchase and Sale Agreement, including the aggregate
consideration paid by the Company, was determined through negotiations
between the management of the Company and the management of each of General
Mills and Pillsbury.
On the date that General Mills fulfills its obligations under a
conversion plan agreement with the Company to convert its Toledo, Ohio plant
(the "Toledo Plant") for the Company's use in the acquired businesses, the
Company will also acquire the Toledo Plant. The purchase price for the Toledo
Plant is $11.5 million, subject to adjustment for utility charges, personal
and real property taxes and special assessments paid on the Toledo Plant and
allocated to the parties on a pro-rata, per diem basis. The purchase price of
the Toledo Plant is payable in two equal installments. The first is due at
the time the Company acquires the Toledo Plant and the other is due on the
180th day after it acquires the Toledo Plant.
The businesses the Company acquired are:
o Pillsbury's business of manufacturing, marketing, selling and distributing
through United States retail channels, primarily under the PILLSBURY brand
name, cake mix, ready-to-spread frosting, brownie mix, muffin mix, cookie
mix, quickbread mix, flour and scratch ingredients;
o Pillsbury's business of manufacturing, marketing, selling and distributing
through United States retail channels, primarily under the MARTHA WHITE
brand name, muffin mix, brownie mix, flour and scratch ingredients,
cornmeal and grits;
o Pillsbury's business of manufacturing, marketing, selling and distributing
through United States retail channels, primarily under the HUNGRY JACK
brand name, potato products, pancake products and syrup;
o Pillsbury's business of manufacturing, marketing, selling and
distributing, through United States retail and foodservice channels,
evaporated milk and dry creamer under the PET brand name;
o Pillsbury's business of manufacturing, marketing, selling and distributing
through United States foodservice channels, primarily under the PILLSBURY
brand name, certain non-custom dry mix foodservice products in boxes of
seven pounds and less and non-custom frosting products in
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packages of 11 pounds and less;
o General Mills' business of manufacturing, marketing, selling and
distributing through United States retail and foodservice channels, flour
products under the ROBIN HOOD brand name;
o General Mills' business of manufacturing, marketing, selling and
distributing through United States retail and foodservice channels,
flavored rice and pasta side-dish products under the FARMHOUSE brand name;
and
o General Mills' businesses of manufacturing, marketing, selling and
distributing through United States retail channels, flour products under
the LA PINA, RED BAND and SOFTASILK brand names.
The Company acquired these businesses in an asset acquisition of,
among other things, the inventory of the Pillsbury businesses, equipment
owned by General Mills, the HUNGRY JACK, ROBIN HOOD, PET, FARMHOUSE,
FUNFETTI, LA PINA, RED BAND and SOFTASILK trademarks, licenses to the
PILLSBURY trademarks and other intellectual property and the acquisition of
the stock of a subsidiary of Pillsbury that holds the MARTHA WHITE trademarks
and other intellectual property relating to the MARTHA WHITE brand. The
Company will acquire the inventory of the ROBIN HOOD, FARMHOUSE, LA PINA, RED
BAND and SOFTASILK businesses 60 days after the Acquisition closing date. The
equipment that the Company acquired in the Acquisition was used primarily in
General Mills' dessert and baking mix business, which is separate and
distinct from Pillsbury's dessert and baking mix business. The Company will
use such equipment primarily in its dessert and baking mix business. The
Toledo Plant that the Company will acquire was used in part in General Mills'
dessert and baking mix business and in part in General Mills' cereal
processing and packaging business. The Company will use the Toledo Plant in
its dessert and baking mix business.
ANCILLARY AGREEMENTS
The Company, General Mills and Pillsbury also entered into several
ancillary agreements at the closing of the Acquisition. The following is a
summary of such agreements.
CONVERSION PLAN AGREEMENT
Under a conversion plan agreement, General Mills, through the engagement
of a third-party engineering firm supervised by a trustee approved by the
Federal Trade Commission (the "Trustee"), will convert a portion of the
Toledo Plant into the Company's production facility for numerous products,
including by acquiring and installing equipment, at General Mills' own
expense. General Mills will acquire and install a new baking mix processing
and packaging line and two custom-designed ready-to-spread frosting product
manufacturing lines at the Toledo Plant and make available to the Company all
ready-to-spread frosting product manufacturing lines currently in place at
Pillsbury's Murfreesboro, Tennessee plant. The Company will be liable for the
costs to disassemble and transport Pillsbury's Murfreesboro, Tennessee
ready-to-spread frosting product manufacturing lines to the Toledo Plant
should the Company choose to move them to the Toledo Plant. In addition,
General Mills will pay for the purchase and installation of equipment at the
Company's Elyria, Ohio plant, including two packaging lines and one
processing line with capability and flexibility comparable to equipment at
Pillsbury's Martel, Ohio plant and necessary to service the Pillsbury dry mix
foodservice product business the Company is purchasing in the Acquisition.
The Trustee will supervise and monitor the implementation of the conversion.
The conversion will be considered complete only if and when a supervisory
panel consisting of three members (one appointed by each of the Company,
General Mills and the Trustee) determines that the production lines installed
by General Mills in the Toledo Plant meet certain product
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quality, cost and efficiency standards when they are operated under normal
conditions. In the interim, the Trustee and the third-party co-packer engaged
by General Mills to produce certain products for the Company, will control
Pillsbury's Murfreesboro, Tennessee plant until the conversion is complete.
The Company has agreed that if General Mills notifies the Company in writing
at least 30 days prior to the date that the Company anticipates acquiring the
Toledo Plant, the Company will lease the portions of the Toledo Plant
currently used by General Mills for cereal processing, production, packaging
and material handling back to General Mills for up to three months after the
Company acquires the Toledo Plant.
CO-PACK AGREEMENT
Under a co-pack agreement, General Mills, itself or, in some cases,
through an agreement with the third-party co-packer, will manufacture and
package for the Company certain products of the acquired businesses until the
conversion of the Toledo Plant is completed or, in the case of ROBIN HOOD,
RED BAND, LA PINA, SOFTASILK and FARMHOUSE products, for up to sixty days
after the Acquisition closing date. The Company will pay negotiated rates for
these products.
TRANSITION SERVICES AGREEMENT
Under a transition services agreement, General Mills, itself or, in some
cases, through an agreement with the third-party co-packer, will provide
various transition services to the Company for the acquired businesses after
the Acquisition closing date, including, depending on the acquired business,
services relating to information systems, accounting, marketing and
advertising, raw material procurement and warehousing. General Mills will
provide these services to the Company for varying time periods ranging from
30 days after the closing for certain services to the later of the date that
the conversion is completed and the date that is one year after the
Acquisition closing date for others. The Company will pay negotiated fees
for these services.
TRADEMARK LICENSE AGREEMENTS
Under a retail trademark license agreement, Pillsbury has licensed to
the Company the exclusive right to use certain PILLSBURY trademarks,
including the PILLSBURY "doughboy" related trademarks, on a royalty-free
basis for an initial term of 20 years after the closing, on certain dessert
and baking mix and flour products and other baking related products in retail
channels in the United States and its territories and commonwealths,
including Puerto Rico. The Company also has the non-exclusive right to sell
covered products bearing these trademarks to stores of United States-based
retailers in Mexico and Canada. This license is renewable by the Company for
unlimited additional 20-year terms on a royalty-free basis after the initial
20-year term. The Company is entitled to use these trademarks for
manufacturing and packaging in Canada as well as in the United States.
The Company has entered into a foodservice trademark license agreement
with Pillsbury under which the Company has the exclusive right to use certain
PILLSBURY trademarks, including the PILLSBURY "doughboy" related trademarks,
on a royalty-free basis for seven years after closing on certain non-custom
dry mix products in packages of seven pounds or less and non-custom frosting
products in packages of 11 pounds or less in foodservice channels in the
United States and its territories and commonwealths, including Puerto Rico,
and in certain limited instances and on a non-exclusive basis, Mexico and
Canada. The Company is entitled to use these trademarks for manufacturing and
packaging in Canada as well as in the United States. This license is
non-renewable. General Mills has guaranteed Pillsbury's performance of its
obligations under both the retail and foodservice trademark license
agreements, except for obligations of Pillsbury created pursuant to
amendments to these agreements to which General Mills has not consented in
writing.
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Under separate "grant back" trademark license agreements, the Company
(or a subsidiary of the Company, the performance of which has been guaranteed
by the Company) has licensed back to General Mills, on a royalty-free basis,
the MARTHA WHITE trademark and related trademarks, the PET trademark and
related trademarks, the FUNFETTI, RED BAND and SOFTASILK trademarks for a
two-year period and the HUNGRY JACK trademark and related trademarks for a
four-year period, in order to permit General Mills to transition out of the
use of these trademarks in businesses that it and Pillsbury are retaining.
These licenses are exclusive for certain products, territories and channels
and non-exclusive for others.
PATENT AND TECHNOLOGY LICENSE AGREEMENTS
Under a retail patent and technology license agreement, General Mills
has granted to the Company a perpetual license to certain patents and
know-how that were not assigned to the Company, but which are used in the
PILLSBURY retail business and shared with businesses that Pillsbury and
General Mills have retained. The Company's license is exclusive with respect
to, but limited to, certain products with which, and the channels and
territories in which, the Company is permitted to use the PILLSBURY
trademarks under the retail trademark license agreement, except that the
Company's rights with respect to Mexico and Canada are non-exclusive, as they
are under the retail trademark license agreement. The Company is entitled to
use these licensed patents and know-how for manufacturing and packaging in
Canada as well as in the United States. General Mills also granted to the
Company a perpetual, worldwide, non-exclusive license to use certain
technology and know-how that is used in the ROBIN HOOD business, the
FARMHOUSE business and the LA PINA, RED BAND and SOFTASILK businesses.
The Company has entered into a foodservice patent and technology license
agreement that is substantially similar to the retail patent and technology
license agreement, except that it will cover products of the Pillsbury
foodservice business rather than the Pillsbury retail business.
Under a separate "grant back" patent and technology license agreement,
the Company has granted to General Mills a perpetual license to use cetain
patents and know-how acquired by the Company under the Asset Purchase and
Sale Agreement, for use in businesses that General Mills has retained.
ACQUISITION FINANCING
In connection with the Acquisition, the Company entered into a $450
million senior secured credit facility (the "Senior Secured Facility") with a
syndicate of banks, financial institutions, and other entities and a $200
million bilateral credit facility (the "Bilateral Facility", and together
with the Senior Credit Facility, the "New Credit Facilities") with The Chase
Manhattan Bank (now known as JPMorgan Chase Bank), an affiliate of J.P.
Morgan Securities Ltd. The Company applied the proceeds from borrowings under
the New Credit Facilities to pay the purchase price of the Acquisition, to
refinance its debt, to pay fees and expenses related to the refinancing of
its indebtedness and to fund its working capital needs.
Under a guarantee agreement, Diageo plc has guaranteed the Bilateral
Facility. The guarantee will remain in place until the earlier of (a) the
date on which all of the Company's payment obligations under the Bilateral
Facility have been performed or (b) the date on which the credit rating from
any nationally recognized rating agency for non-credit enhanced long-term
senior unsecured debt of the Company is the same or higher than the credit
rating from a nationally recognized rating agency for any non-credit enhanced
long-term senior unsecured debt of Diageo plc.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The Company will file the audited financial statements required
by Item 7(a) on or before January 25, 2002.
(b) Pro forma financial information.
The Company will file the pro forma financial information
required by Item 7(b) on or before January 25, 2002.
(c) Exhibits.
2.1 Amended and Restated Asset Purchase and Sale
Agreement, dated as of October 24, 2001, by and among
General Mills, Inc., The Pillsbury Company and
International Multifoods Corporation.
The Company hereby agrees to furnish to the
Securities and Exchange Commission upon request
copies of all Exhibits and Schedules to the Amended
and Restated Asset Purchase and Sale Agreement.
2.2 Closing Agreement, dated as of November 13, 2001, by
and among General Mills, Inc., The Pillsbury Company
and International Multifoods Corporation.
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SIGNATURE
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.
INTERNATIONAL MULTIFOODS CORPORATION
Date: November 28, 2001 By /s/ John E. Byom
----------------------------------------
John E. Byom
Vice President - Finance and Chief
Financial Officer
(PRINCIPAL FINANCIAL OFFICER
AND DULY AUTHORIZED OFFICER)
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EXHIBIT INDEX
2.1 Amended and Restated Asset Purchase and Sale Agreement, dated as of
October 24, 2001, by and among General Mills, Inc., The Pillsbury
Company and International Multifoods Corporation.
The Company hereby agrees to furnish to the Securities and Exchange
Commission upon request copies of all Exhibits and Schedules to the
Amended and Restated Asset Purchase and Sale Agreement.
2.2 Closing Agreement, dated as of November 13, 2001, by and among General
Mills, Inc., The Pillsbury Company and International Multifoods
Corporation.
Dates Referenced Herein and Documents Incorporated by Reference
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