SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 15, 2001 (September 10, 2001)
PERFORMANCE FOOD GROUP COMPANY
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(Exact name of registrant as specified in its charter)
Tennessee 0-22192 54-0402940
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
12500 West Creek Parkway, Richmond, Virginia 23238
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 484-7700
Not Applicable
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(Former name or former address, if changed since last report)
This report on Form 8-K/A amends the previously filed report on
Form 8-K dated September 10, 2001, as amended on September 13, 2001 and
September 28, 2001, to reflect the actual number of shares of the Company's
common stock and actual amount of convertible subordinated notes issuable in the
public offerings discussed below and the actual public offering price and
underwriting discount for those shares and notes. The unaudited pro forma
condensed consolidated financial statements and other data appearing in the
previously filed report on Form 8-K were based upon estimates of the number of
shares and aggregate amount of convertible subordinated notes to be issued in
the public offerings discussed below and the estimated public offering price,
interest rate and underwriting discounts with respect thereto.
Item 2. Acquisition or Disposition of Assets.
On August 9, 2001, the Company entered into an Agreement and Plan of
Merger by and among Fresh International Corp., a Delaware corporation ("Fresh
Express"), the Company and PFGC Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of the Company ("Acquisition Sub") (the "Agreement").
Pursuant to the Agreement, the Company will acquire Fresh Express through the
merger of Acquisition Sub with and into Fresh Express. The acquisition is
scheduled to close on October 16, 2001.
The aggregate consideration that will be paid by the Company will be
approximately $302.6 million in cash, including the repayment of net debt
outstanding, and the assumption of certain liabilities. The actual purchase
price for Fresh Express is subject to adjustments, which are payable in cash,
based upon, among other things, Fresh Express' net worth as of the closing date.
The Company currently estimates that it will have to pay approximately $16.1
million in additional purchase price as a result of this net worth adjustment,
which amount has been included in the assumed acquisition price of $302.6
million. This amount may be increased or decreased subsequent to the closing
date based upon a post-closing review of Fresh Express' net worth as of the
closing date. In addition, the Company is obligated to pay the former
stockholders of Fresh Express, as additional purchase price, up to $10.0 million
in cash if Fresh Express achieves certain operating targets during a three-year
period following closing of the acquisition.
At the closing, the Company will deliver $15.0 million of the purchase
price into an escrow account under the terms and conditions of a separate
agreement between the former stockholders of Fresh Express, the Company and the
escrow agent to secure the obligations of the former stockholders of Fresh
Express to indemnify the Company or Acquisition Sub under the terms of the
Agreement (the "Escrow Agreement"). Cash delivered pursuant to the Escrow
Agreement may be returned to the Company if the stockholders of Fresh Express
have an obligation to indemnify the Company or Acquisition Sub under the terms
of the Agreement, in most instances, prior to the first anniversary of the
closing.
The assets to be acquired as a result of the acquisition of Fresh
Express are used by Fresh Express at its Salinas, California, Colorado Springs,
Colorado, Atlanta, Georgia, Chicago, Illinois and Greencastle, Pennsylvania
facilities in its packaged salad business, which the Company will continue. The
consideration payable under the Agreement was determined through arm's length
negotiations between the Company and the Fresh Express stockholders.
Item 5. Other Events.
On October 11, 2001, the Company announced the offering of 5,000,000
shares of its common stock at an offering price of $26.36 per share and
$175,000,000 aggregate principal amount of the Company's 5 1/2% Convertible
Subordinated Notes due 2008, with a conversion price of $32.95 per share subject
to adjustment, at an offering price of par plus accrued interest from the
October 16, 2001 closing date. The Company has also granted to the underwriters
an option to purchase an additional 750,000 shares of common stock and
$26,250,000 aggregate principal amount of the notes at the public offering price
within 30 days from October 10, 2001 to cover over-allotments. The pro forma
financial statements included herein assume that the underwriters'
over-allotment options are not exercised.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(b) Unaudited Pro Forma Condensed Consolidated Financial Statements.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30,
2001
Unaudited Pro Forma Condensed Consolidated Statement of Earnings for
the six months ended June 30, 2001
Unaudited Pro Forma Condensed Consolidated Statement of Earnings for
2000
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements.
(c) Exhibits:
(1.1) Purchase Agreement with respect to Common Stock, dated as of
October 10, 2001, by and among Performance Food Group Company
and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
First Union Securities, Inc.
(1.2) Purchase Agreement with respect to 5 1/2% Convertible
Subordinated Notes due 2008, dated as of October 10, 2001,
by and among Performance Food Group Company and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and First Union
Securities, Inc.
(2) Agreement and Plan of Merger, dated as of August 9, 2001, by
and among Fresh International Corp., Performance Food Group
Company and PFGC Acquisition, Inc. (Pursuant to Item 601(b)(2)
of Regulation S-K, the schedules of this agreement are
omitted, but will be provided supplementally to the Commission
upon request.)*
(4.1) Indenture to be entered into, dated as of October 16, 2001,
between Performance Food Group Company and Bank One Trust
Company, N.A.
(4.2) First Supplemental Indenture to be entered into, dated as of
October 16, 2001, between Performance Food Group Company and
Bank One Trust Company, N.A.
(23.1) Consent of Deloitte & Touche LLP*
(25.1) Statement of Eligibility of Trustee*
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* Previously filed.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated statements of
earnings give effect to:
- the Company's acquisition of Fresh International Corp. and its
subsidiaries, collectively, "Fresh Express," at an assumed acquisition
price of $302.6 million payable in cash;
- the sale of 5,000,000 shares of the Company's common stock in the
common stock offering and the Company's receipt of $124.8 million in
estimated net proceeds, after deducting the underwriting discount and
estimated expenses of the offering;
- the sale of $175.0 million aggregate principal amount of notes in the
notes offering and the Company's receipt of $169.4 million in estimated
net proceeds, after deducting the underwriting discount and estimated
expenses of the offering;
- the Company's incurrence of $8.4 million of additional borrowings under
the Company's credit facility; and
- the application of the estimated net proceeds from the common stock
offering and the notes offering and the proceeds from the additional
borrowings referred to above to pay the acquisition price of Fresh
Express;
as if all of those transactions had occurred on the first day of the earliest
period presented. The actual purchase price for Fresh Express is subject to
adjustments, which are payable in cash, based upon, among other things, Fresh
Express' net worth as of the closing date. The Company currently estimates that
it will have to pay approximately $16.1 million in additional purchase price as
a result of this net worth adjustment, which amount has been included in the
assumed acquisition price of $302.6 million and in the following pro forma
financial statements. This amount may be increased or decreased subsequent to
the closing date based upon a post-closing review of Fresh Express' net worth as
of the closing date. In addition, in connection with the Fresh Express
acquisition, the Company will be required to pay up to $10.0 million in cash as
additional purchase price if Fresh Express achieves certain operating targets
during a three-year period following closing. Accordingly, the total purchase
price that the Company pays to acquire Fresh Express and the amount of
borrowings that the Company incurs under its credit facility to pay a portion of
the purchase price may be more or less than the amounts assumed for purposes of
the following unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated statement of earnings for
2000 combines the consolidated historical results of operations of Performance
Food Group for its fiscal year ended December 30, 2000 with the consolidated
historical results of operations of Fresh Express for its fiscal year ended
February 28, 2001. The unaudited pro forma condensed consolidated statement of
earnings for the six months ended June 30, 2001 combines the consolidated
historical results of operations of Performance Food Group for that six-month
period with the consolidated historical results of operations of Fresh Express
for the six months ended June 30, 2001. The unaudited pro forma condensed
consolidated balance sheet as of June 30, 2001 combines the consolidated
historical balance sheet of Performance Food Group as of that date with the
consolidated historical balance sheet of Fresh Express as of that date and gives
effect to the transactions described above as if those transactions had been
completed as of that date. The Company will account for its acquisition of Fresh
Express under the purchase method of accounting.
The pro forma financial statements appearing below are based upon a number
of assumptions and estimates and are subject to uncertainties, and do not
purport to be indicative of the actual results of operations or financial
condition that would have occurred had the transactions described above in fact
occurred on the dates indicated, nor do they purport to be indicative of the
results of operations or financial condition that the Company may achieve in the
future. In particular, sales to foodservice distributors
represented approximately 13.7% of Fresh Express' consolidated revenues for its
fiscal year ended February 28, 2001 and approximately 12.8% of its consolidated
revenues for the six months ended June 30, 2001. The Company believes that,
because some of these foodservice distributor customers may view the Company as
a competitor, Fresh Express could lose the business of some of these customers.
The pro forma financial statements appearing below do not reflect this potential
loss of revenue. In addition, Fresh Express has advised the Company that it
recently received notice from one of its customers, which represented
approximately $14.9 million of Fresh Express' revenues during its 2000 fiscal
year, that this customer will begin buying from another producer of packaged,
ready-to-eat salads. These pro forma financial statements also do not reflect
the expected loss of revenue from this customer.
Fresh International and one of its subsidiaries have been taxed as
S-corporations for federal income tax purposes, which means that they were not
subject to federal income taxes and that Fresh Express' historical financial
statements do not include a provision for federal income taxes for Fresh
International and this subsidiary. Upon completion of the pending acquisition,
Fresh International and its subsidiary that was previously taxed as an
S-corporation will become subject to federal income tax. The following pro forma
condensed consolidated financial statements adjust income taxes as if Fresh
International and all of its subsidiaries had been subject to federal income
taxes during all of the periods presented.
As noted above, the acquisition of Fresh Express will be accounted for
using the purchase method of accounting. The total purchase price will be
allocated to the tangible and intangible assets and liabilities acquired based
on their respective fair values. The allocation of the purchase price reflected
in the following pro forma financial statements is preliminary and is subject to
adjustment upon receipt of, among other things, appraisals of some of the assets
and liabilities of Fresh Express.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2001
PRO FORMA ADJUSTMENTS
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PERFORMANCE FRESH STOCK & TOTAL
FOOD GROUP EXPRESS NOTES ACQUISITION OF PRO FORMA PRO
HISTORICAL HISTORICAL ISSUANCE FRESH EXPRESS ADJUSTMENTS FORMA
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(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash
equivalents.............. $ 9,791 $ 5,080 $294,200 $(294,200) $ --(a),(d) $ 14,871
Trade accounts and notes
receivable, net.......... 161,459 46,140 -- -- -- 207,599
Inventories................ 143,732 16,913 -- -- -- 160,645
Other current assets....... 15,067 6,411 -- -- -- 21,478
-------- -------- -------- --------- -------- ----------
Total current
assets............ 330,049 74,544 294,200 (294,200) -- 404,593
Property, plant and
equipment, net............. 147,256 76,281 -- -- -- 223,537
Intangible assets, net....... 303,228 -- -- 189,770 189,770(a),(b) 492,998
Other assets................. 1,640 8,629 5,625 (1,000) 4,625(c),(f) 14,894
-------- -------- -------- --------- -------- ----------
Total assets........ $782,173 $159,454 $299,825 $(105,430) $194,395 $1,136,022
======== ======== ======== ========= ======== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Outstanding checks in
excess of deposits....... $ 17,139 $ -- $ -- $ -- $ -- $ 17,139
Current installments of
long-term debt........... 14,898 6,140 -- (5,617) (5,617)(a) 15,421
Trade accounts payable..... 151,571 23,894 -- -- -- 175,465
Other current
liabilities.............. 62,158 20,604 -- (1,500) (1,500)(a),(d) 81,262
-------- -------- -------- --------- -------- ----------
Total current
liabilities....... 245,766 50,638 -- (7,117) (7,117) 289,287
Long-term debt, excluding
current installments....... 127,604 46,676 175,000 (36,746) 138,254(a),(d) 312,534
Deferred income taxes........ 9,701 -- -- -- -- 9,701
Other long-term
liabilities................ -- 8,138 -- (7,565) (7,565)(a) 573
-------- -------- -------- --------- -------- ----------
Total liabilities... 383,071 105,452 175,000 (51,428) 123,572 612,095
-------- -------- -------- --------- -------- ----------
Shareholders' equity:
Preferred stock............ -- -- -- -- -- --
Common stock............... 366 247 50 (247) (197)(a),(d) 416
Additional paid-in
capital.................. 267,326 83 124,775 (83) 124,692(a),(d) 392,101
Retained earnings.......... 132,909 53,672 -- (53,672) (53,672)(a) 132,909
-------- -------- -------- --------- -------- ----------
400,601 54,002 124,825 (54,002) 70,823 525,426
Loan to leveraged employee
stock ownership plan..... (1,499) -- -- -- -- (1,499)
-------- -------- -------- --------- -------- ----------
Total shareholders'
equity............ 399,102 54,002 124,825 (54,002) 70,823 523,927
-------- -------- -------- --------- -------- ----------
Total liabilities
and shareholders'
equity............ $782,173 $159,454 $299,825 $(105,430) $194,395 $1,136,022
======== ======== ======== ========= ======== ==========
See accompanying notes to unaudited pro forma condensed consolidated
financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
PRO FORMA ADJUSTMENTS
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PERFORMANCE STOCK & ACQUISITION TOTAL
FOOD GROUP FRESH EXPRESS NOTES OF FRESH PRO FORMA PRO
HISTORICAL HISTORICAL ISSUANCE EXPRESS ADJUSTMENTS FORMA
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales................... $1,518,297 $274,893 $ -- $ -- $ -- $1,793,190
Cost of goods sold.......... 1,314,306 211,524 -- -- -- 1,525,830
---------- -------- ------- ------- ------- ----------
Gross profit....... 203,991 63,369 -- -- -- 267,360
Operating expenses.......... 172,035 39,545 -- 4,438 4,438(b) 216,018
---------- -------- ------- ------- ------- ----------
Operating profit... 31,956 23,824 -- (4,438) (4,438) 51,342
Other income (expense):
Interest expense.......... (3,803) (2,192) (5,215) 1,951 (3,264)(c),(e) (9,259)
Other, net................ (458) -- -- -- -- (458)
---------- -------- ------- ------- ------- ----------
Other income
(expense), net... (4,261) (2,192) (5,215) 1,951 (3,264) (9,717)
---------- -------- ------- ------- ------- ----------
Earnings before
income taxes..... 27,695 21,632 (5,215) (2,487) (7,702) 41,625
Income tax expense
(benefit)................. 10,524 6,883 (1,076) (513) (1,589)(g) 15,818
---------- -------- ------- ------- ------- ----------
Net earnings....... $ 17,171 $ 14,749 $(4,139) $(1,974) $(6,113) $ 25,807
========== ======== ======= ======= ======= ==========
Weighted average common
shares outstanding........ 36,066 5,000 5,000(a),(d) 41,066
Basic net earnings per
common share.............. $ 0.48 $ 0.63
Weighted average common
shares and dilutive
potential common shares
outstanding............... 37,383 10,311 10,311(a),(d),(h) 47,694
Diluted net earnings per
common share.............. $ 0.46 $ 0.60
See accompanying notes to unaudited pro forma condensed consolidated
financial statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR 2000
PRO FORMA ADJUSTMENTS
---------------------------------------
PERFORMANCE FRESH STOCK & TOTAL
FOOD GROUP EXPRESS NOTES ACQUISITION OF PRO FORMA
HISTORICAL HISTORICAL ISSUANCE FRESH EXPRESS ADJUSTMENTS PRO FORMA
----------- ------------- -------- -------------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales........................ $2,605,468 $509,405 $ -- $ -- $ -- $3,114,873
Cost of goods sold............... 2,253,277 410,820 -- -- -- 2,664,097
---------- -------- -------- ------- -------- ----------
Gross profit............ 352,191 98,585 -- -- -- 450,776
Operating expenses............... 302,176 75,381 -- 8,876 8,876(b) 386,433
---------- -------- -------- ------- -------- ----------
Operating profit........ 50,015 23,204 -- (8,876) (8,876) 64,343
Other income (expense):
Interest expense............... (6,593) (5,547) (10,429) 4,969 (5,460)(c),(e) (17,600)
Other, net..................... (66) -- -- -- -- (66)
---------- -------- -------- ------- -------- ----------
Other income (expense),
net................... (6,659) (5,547) (10,429) 4,969 (5,460) (17,666)
---------- -------- -------- ------- -------- ----------
Earnings before income
taxes................. 43,356 17,657 (10,429) (3,907) (14,336) 46,677
Income tax expense (benefit)..... 16,475 4,965 (2,694) (1,009) (3,703)(g) 17,737
---------- -------- -------- ------- -------- ----------
Net earnings............ $ 26,881 $ 12,692 $ (7,735) $(2,898) $(10,633) $ 28,940
========== ======== ======== ======= ======== ==========
Weighted average common shares
outstanding.................... 28,336 5,000 5,000(a),(d) 33,336
Basic net earnings per common
share.......................... $ 0.95 $ 0.87
Weighted average common shares
and dilutive potential common
shares outstanding............. 29,539 5,000 5,000(a),(d) 34,539
Diluted net earnings per common
share.......................... $ 0.91 $ 0.84
See accompanying notes to unaudited pro forma condensed consolidated
financial statements.
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a) The pro forma adjustments assume (1) that the Company will pay $302.6
million in cash to acquire Fresh Express, including repayment of certain
Fresh Express debt and other liabilities concurrently with the acquisition,
(2) that the Company will issue 5,000,000 shares of common stock in the
common stock offering and receive approximately $124.8 million in estimated
net proceeds, after deducting the underwriting discount and estimated
expenses of the offering, (3) that the Company will sell $175.0 million
aggregate principal amount of notes in the notes offering and receive
approximately $169.4 million in estimated net proceeds, after deducting the
underwriting discount and the estimated expenses of the offering and (4)
that the Company will incur approximately $8.4 million of additional
borrowings under its credit facility in connection with the acquisition of
Fresh Express. The actual purchase price for Fresh Express is subject to
adjustments, which are payable in cash, based upon, among other things,
Fresh Express' net worth as of the closing date. The Company currently
estimates that it will have to pay approximately $16.1 million in
additional purchase price as a result of this net worth adjustment, which
amount has been included in the assumed acquisition price of $302.6 million
and in the pro forma adjustments. This amount may be increased or decreased
subsequent to the closing date based upon a post-closing review of Fresh
Express' net worth as of the closing date. The Company will also be
required to pay up to $10.0 million in cash to the former shareholders of
Fresh Express if Fresh Express attains certain operating targets over a
three-year period following closing. Accordingly, the total purchase price
that the Company pays to acquire Fresh Express and the amount of borrowings
that the Company incurs under its credit facility to pay a portion of the
purchase price may be more or less than the amounts assumed for purposes of
the pro forma financial statements. These pro forma adjustments also
reflect the preliminary allocation of the purchase price to the acquired
assets and assumed liabilities of Fresh Express, including the elimination
of Fresh Express' stockholders' equity of $54.0 million as of June 30,
2001.
(b) Intangible assets to be recorded in connection with the acquisition,
expected to consist of tradenames, non-compete agreements, customer lists,
patents and goodwill, represent costs in excess of the fair value of
tangible net assets acquired. Upon completion of the acquisition, the
Company estimates that it will record goodwill of approximately $109.8
million and other identifiable intangible assets of approximately $80.0
million. Under Statement of Financial Accounting Standards No. 142, goodwill
will not be amortized, but will be subject to review at least annually for
impairment. Most other identifiable intangible assets will be amortized over
their estimated useful lives ranging from five to fifteen years. The pro
forma adjustments to the statements of earnings reflect amortization expense
of the identifiable intangible assets (other than goodwill) as if Fresh
Express had been acquired on the first day of the earliest period presented.
(c) Other assets to be recorded in connection with the notes offering include
approximately $5.6 million of deferred debt issuance costs. Pro forma
adjustments to the statement of earnings reflect additional interest expense
related to the amortization of these debt issuance costs as if the notes had
been issued on the first day of the earliest period presented.
(d) These adjustments reflect the issuance of the common stock and the notes in
the offerings referred to above and the incurrence of $8.4 million of
additional borrowings under the Company's credit facility, as well as the
repayment of outstanding Fresh Express indebtedness in connection with the
acquisition.
(e) The interest rate on the additional borrowings under the Company's credit
facility referred to in note (d) above is assumed to be 5.72% per annum and
6.88% per annum for the six months of 2001 and the year 2000, respectively,
which were the weighted average historical interest rates under the existing
credit facility during those periods. These pro forma adjustments reflect
the additional interest expense on the notes and on the additional
borrowings referred to in note (d) above. These pro forma adjustments also
reflect the elimination of interest expense on Fresh Express debt that
the Company will repay concurrently with the acquisition.
(f) This adjustment reflects the reduction of a note receivable of Fresh
Express.
(g) These adjustments adjust income taxes as if Fresh International and all its
subsidiaries were subject to federal and state income taxes for all of the
periods presented and reflects the tax effect of other pro forma
adjustments. Fresh International and one of its subsidiaries are taxed as
S-corporations, which means that Fresh International and this subsidiary
were not subject to federal and certain state income taxes for these
periods. Upon consummation of our acquisition of Fresh Express, Fresh
International and all its subsidiaries will be subject to federal and state
income taxes.
(h) These adjustments assume the conversion into common stock of the notes
issued in the notes offering at a conversion price of $32.95 per share.
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.
PERFORMANCE FOOD GROUP COMPANY
Date: October 15, 2001 By: /s/ Roger L. Boeve
--------------------------------------
Roger L. Boeve
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
No. Exhibit
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(1.1) Purchase Agreement with respect to Common Stock, dated as of
October 10, 2001, by and among Performance Food Group Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and First Union
Securities, Inc.
(1.2) Purchase Agreement with respect to 5 1/2% Convertible Subordinated
Notes due 2008, dated as of October 10, 2001, by and among
Performance Food Group Company and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and First Union Securities, Inc.
(2) Agreement and Plan of Merger, dated as of August 9, 2001, by and among
Fresh International Corp., Performance Food Group Company and PFGC
Acquisition, Inc. (Pursuant to Item 601(b)(2) of Regulation S-K, the
schedules of this agreement are omitted, but will be provided
supplementally to the Commission upon request.)*
(4.1) Indenture to be entered into, dated as of October 16, 2001, between
Performance Food Group Company and Bank One Trust Company, N.A.
(4.2) First Supplemental Indenture to be entered into, dated as of October
16, 2001, between Performance Food Group Company and Bank One Trust
Company, N.A.
(23.1) Consent of Deloitte & Touche LLP*
(25.1) Statement of Eligibility of Trustee*
---------
* Previously filed.