-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+Am/8EzQ2uC+9KaB78/anMF4kpicG2K6dSDNeNt7h7tF4T6hWGvZrYBbOdVDuQJ P2WnN9CLO1NJ4QVuItNLSA== 0000950144-99-011198.txt : 19990916 0000950144-99-011198.hdr.sgml : 19990916 ACCESSION NUMBER: 0000950144-99-011198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990913 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRESH FOODS INC CENTRAL INDEX KEY: 0000067494 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 560945643 STATE OF INCORPORATION: NC FISCAL YEAR END: 0306 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-71979 FILM NUMBER: 99711933 BUSINESS ADDRESS: STREET 1: 3437 EAST MAIN STREET CITY: CLAREMONT STATE: NC ZIP: 28610 BUSINESS PHONE: 7044597626 MAIL ADDRESS: STREET 1: 3437 EAST MAIN STREET CITY: CLAREMONT STATE: NC ZIP: 28610 FORMER COMPANY: FORMER CONFORMED NAME: WSMP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STEER MOM N POPS INC DATE OF NAME CHANGE: 19880719 FORMER COMPANY: FORMER CONFORMED NAME: MOM N POPS HAM HOUSE INC DATE OF NAME CHANGE: 19810827 8-K 1 FRESH FOODS INC 1 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): September 13, 1999 Fresh Foods, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) North Carolina 0-7277 56-0945643 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 361 Second Street, NW, Hickory, North Carolina 28601 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (828) 304-0027 2 Item 5. Other Events On Monday, September 13, 1999, the Registrant announced the signing of a definitive agreement to sell the Registrant's restaurant subsidiaries. The Registrant hereby files its press release dated September 13, 1999 as Exhibit 99.1. Item 7. Exhibits 99.1 Press release dated September 13, 1999 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. Date: September 15, 1999 FRESH FOODS, INC. By: /s/ James E. Harris --------------------------- James E. Harris Executive Vice President and Chief Financial Officer EX-99.1 2 PRESS RELEASE DATED 9-13-1999 1 Exhibit 99.1 [Letterhead of Fresh Foods, Inc.] Fresh Foods Agrees to Sell Claremont Restaurant Group to Carousel Capital HICKORY, N.C., Sept. 13 /PR Newswire/ - Fresh Foods, Inc. (Nasdaq: FOOD) announced today that it has signed a definitive agreement to sell its Claremont Restaurant Group to a group led by Carousel Capital Partners, L.P. Claremont Restaurant Group owns and operates 49 Sagebrush(R) Steakhouse & Saloon restaurants, thirteen Western Steer(R) restaurants and four Prime Sirloin(R) restaurants. A total of 30 franchised restaurants operate under the Western Steer and Prime Sirloin concepts. Carousel Capital is a Charlotte-based merchant bank founded by prominent Charlotte businessmen Erskine Bowles, Nelson Schwab and Reid Leggett. They are being joined in this endeavor by Dennis Thompson, the Charlotte restaurateur who is recognized for his successes with restaurant and food concepts such as Godfather's Pizza, Lone Star Steakhouse, Pancho & Lefty's, Blue Marlin and Jack Mackerel's. Terms of the agreement include a $50 million cash purchase price. The closing is subject to certain conditions, including the completion of bank financing. David R. Clark, Fresh Foods' president and chief operating officer, explained his company's decision to sell its restaurant subsidiary as "part of a strategy to maximize shareholder value." He said, "The net proceeds from the sale will be used to reduce debt and redeployed to support the company's rapidly growing food processing business." Fresh Foods also is the parent company of Pierre Foods, LLC, which owns and operates food processing facilities in Cincinnati, Ohio and Claremont, North Carolina. Pierre Foods is a leading manufacturer of fully cooked branded and private-label protein and bakery products and is the largest integrated producer of microwaveable sandwiches. It provides specialty beef, poultry and pork products formed and portioned to meet specific customer requirements. Pierre Foods sells primarily to the foodservice market and today serves many leading national restaurant chains, a majority of primary and secondary schools, long-term healthcare facilities, military, vending, convenience store and other niche markets. Fresh Foods announced that separately it has agreed to sell to a management group the one Bennett's(TM) restaurant that it owns. At March 6, 1999, Fresh Foods had 5,807,049 shares of common stock outstanding. The last sale price published for the stock at the market close on Friday, September 10, 1999, was $9.125 per share. SOURCE: Fresh Foods, Inc. 09/13/99 CONTACT: David R. Clark, President and Chief Operating Officer of Fresh Foods, Inc., (828) 304-2307 -----END PRIVACY-ENHANCED MESSAGE-----