- Current report filing (8-K)
11 8월 2009 - 3:46AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on August 10, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
August 5, 2009
B&G
Foods, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
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001-32316
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13-3918742
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(State or Other
Jurisdiction
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(Commission
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(IRS Employer
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of
Incorporation)
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File Number)
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Identification
No.)
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Four
Gatehall Drive, Suite 110, Parsippany, New Jersey
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07054
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone
number, including area code: (
973) 401-6500
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On August 5,
2009, B&G Foods entered into the First Amendment to Amended and Restated
Credit Agreement and Resignation and Appointment Agreement, among B&G
Foods, each lender party thereto, the domestic subsidiaries of B&G Foods,
as guarantors, Lehman Commercial Paper, Inc. (LCPI) and Credit Suisse,
Cayman Islands Branch (Credit Suisse). In
connection with the First Amendment, Credit Suisse has been appointed as
administrative agent under B&G Foods senior secured credit facility to
replace LCPI. In addition, the First
Amendment permits us to do one or more of the following:
·
make or offer to make any optional or voluntary
payment, prepayment, repurchase or redemption of our 12% senior subordinated
notes due 2016 for cash, subject to the restricted payments test set forth in B&G
Foods senior notes indenture;
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make or offer to make any optional or voluntary
payment, prepayment, repurchase or redemption of the senior subordinated notes
in exchange for Class A common stock; and
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refinance the senior subordinated notes with senior
unsecured indebtedness provided our consolidated leverage ratio is less than or
equal to 4.5 to 1.0 after giving effect to the refinancing.
The First
Amendment also extends the maturity date for B&G Foods existing undrawn
$25.0 million revolving credit facility from January 10, 2011 to February 26,
2013 so that it will have the same maturity date as B&G Foods existing
$130.0 million term loan facility.
A copy
of the First Amendment is attached as Exhibit 10.1 to this report. Affiliates of some of the lenders and agents
party to the First Amendment have provided, and may continue to provide, from
time to time investment banking, advisory, trustee and other services to
B&G Foods for customary fees and expenses in the ordinary course of their
business.
A copy
of the press release issued by B&G Foods announcing the foregoing is
attached to this report as Exhibit 99.1.
Item 5.02. Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
August 6, 2009, the board of directors of B&G Foods appointed William
F. Herbes as Executive Vice President of Operations. Mr. Herbes has assumed responsibility
for the supply chain portion of B&G Foods operations department, including
all logistics, purchasing and planning functions, and co-packer
manufacturing. Upon the scheduled retirement
in 2010 of James H. Brown, our Executive Vice President of Manufacturing, Mr. Herbes
will also assume responsibility for B&G Foods internal manufacturing
operations.
B&G
Foods entered into an employment agreement with Mr. Herbes. The agreement provides that Mr. Herbes
annual base salary will initially be $250,000, subject to annual increases at
the discretion of the compensation committee of the board of directors. Mr. Herbes is eligible to earn
additional annual incentive compensation under B&G Foods annual bonus
plan, in an amount up to 70% of his base salary if respective performance
benchmarks are met. Mr. Herbes is
also entitled to (1) receive individual disability and life insurance
coverage, (2)
2
receive other executive benefits, including a monthly
automobile and cell phone allowance, (3) participate in B&G Foods
long-term incentive plan and all other employee benefit plans maintained by
B&G Foods for its employees, and (4) receive other customary employee
benefits.
The
term of the agreement extends through December 31, 2010, subject to
automatic one-year extensions, unless earlier terminated. The agreement may be terminated by Mr. Herbes
at any time for any reason, provided that he gives us 60 days advance written
notice of his resignation, subject to special notice rules in certain
instances, including a change in control or in the event that we substantially
alter his duties so that he can no longer perform his duties in accordance with
his agreement with us. The agreement may
also be terminated by us for any reason, including for cause (as defined in
the agreement). We must give 60 days
advance written notice if the termination is without cause. During Mr. Herbes employment and for
one year after his voluntary resignation or termination for cause, Mr. Herbes
has agreed that he will not be employed or otherwise engaged by any food
manufacturer operating in the United States that directly competes with our
business.
In the
case of termination by us without cause, termination by us due to Mr. Herbes
disability, or a resignation by Mr. Herbes that is considered to be a
termination by us without cause, the agreement provides that he will receive
the following severance benefits, in addition to accrued and unpaid
compensation and benefits, for a severance period of one year: (1) salary
continuation payments during the severance period in an amount equal to 135% of
his then current annual base salary, (2) continuation during the severance
period of medical, dental, life insurance and disability insurance for Mr. Herbes,
his spouse and his dependents, or if the continuation of all or any of the
benefits is not available because of his status as a terminated employee, a
payment equal to the market value of the excluded benefits, (3) if legally
allowed, one additional year of service credit under our qualified defined
benefit pension plan and (4) outplacement services.
The
severance period will be increased to two years after the date of termination
of employment if Mr. Herbes terminates his employment following a change
in control. In addition, if Mr. Herbes
terminates his employment following a change in control and becomes subject to
the golden parachute excise tax imposed under Section 4999 of the
Internal Revenue Code of 1986, his payments will be increased so that he will
be in the same after-tax economic position that he would be in if the excise
tax did not apply. A copy of the
agreement is attached to this report as Exhibit 10.2.
B&G
Foods also announced that it has created a new executive-level position of
Chief Compliance Officer.
Scott E. Lerner, our Executive Vice President, General Counsel
and Secretary, has been appointed to this position by the board of directors effective
immediately. In this new capacity, Mr. Lerner,
who will retain his current responsibilities, will now also be responsible for
developing, maintaining and overseeing B&G Foods compliance and ethics
program and will chair a newly-established compliance and ethics committee
comprised of senior management-level employees representing B&G Foods
various business functions.
A copy
of the press release issued by B&G Foods announcing these appointments is
attached to this report as Exhibit 99.2.
3
Item 8.01. Other Events.
On August 6,
2009, B&G Foods board of directors expanded the authorization under our
stock and debt repurchase program to include repurchases of B&G Foods
senior subordinated notes. Such
repurchases are now permitted under the terms of our senior secured credit
facility as a result of the amendment to the credit facility described in Item
1.01 above. The terms of the expanded
program permit our company to repurchase for cash up to an aggregate of $25.0
million of our Class A common stock, 8% senior notes and/or the senior
subordinated notes through August 5, 2010.
Since the programs inception in October 2008, we have repurchased
for cash 763,931 shares of Class A common stock at an aggregate price of
$3.5 million.
Under
the expanded authorization, we may purchase shares of Class A common
stock, senior notes and/or senior subordinated notes from time to time in the
open market or in privately negotiated transactions in compliance with the
applicable rules and regulations of the Securities and Exchange
Commission. The timing and amount of
such repurchases, if any, will be at the discretion of management, and will
depend on prevailing market conditions, liquidity requirements, contractual
restrictions and other factors.
Therefore, there can be no assurance as to the number of shares that
will be repurchased under the stock and debt repurchase program, or the
aggregate dollar amount of the shares or principal amount of senior notes or
senior subordinated notes, if any, repurchased.
We may suspend or discontinue the program at any time without prior
notice. Any shares repurchased pursuant
to the program will be retired.
Likewise, any senior notes or senior subordinated notes repurchased will
be cancelled.
In
addition, now that such actions are permitted under the credit facility,
B&G Foods may also from time to time, seek to retire senior subordinated
notes outside of the stock and debt repurchase program through exchanges of
EISs or separate senior subordinated notes for equity securities, in open
market purchases, privately negotiated transactions or otherwise. Likewise, the we may, from time to time, seek
to retire senior notes pursuant to the stock and debt repurchase program through
cash repurchases of senior notes and/or outside of the stock and debt
repurchase program through exchanges of senior notes for equity securities, in
open market purchases, privately negotiated transactions or otherwise. Any such repurchases or exchanges and the
timing and amount thereof, will depend on prevailing market conditions,
liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
A copy
of the press release issued by B&G Foods announcing the expansion of the
stock and debt repurchase program is attached to this report as Exhibit 99.3.
4
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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First
Amendment to Amended and Restated Credit Agreement and Resignation and
Appointment Agreement, dated as of August 5, 2009, among B&G
Foods, Inc., each Lender party thereto, certain subsidiaries of B&G
Foods, Inc., Lehman Commercial Paper, Inc., as the Existing Agent,
Swing Line Lender and as a Revolving Credit Lender, and Credit Suisse, Cayman
Islands Branch, as the Successor Agent and successor Swing Line Lender
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10.2
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Employment
Agreement, dated as of August 6, 2009, between William F. Herbes and
B&G Foods, Inc.
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99.1
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Press
Release dated August 5, 2009
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99.2
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Press
Release dated August 6, 2009
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99.3
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Press
Release dated August 7, 2009
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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.
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B&G FOODS, INC.
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Dated: August 10, 2009
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By:
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/s/ Robert C. Cantwell
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Robert C. Cantwell
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Executive
Vice President of Finance and Chief Financial Officer
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6
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