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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 15, 1998
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HERSHEY FOODS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-183 23-0691590
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 Crystal A Drive, Hershey, Pennsylvania 17033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-6799
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Page 1 of 3 Pages
Exhibit Index - Page 3
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
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The Corporation and New World Pasta announced on December 15, 1998 that they
have signed a definitive agreement providing for the acquisition of Hershey's
U.S. pasta business by New World. As a result of the transaction, Hershey will
receive $450 million in cash and will retain a minority interest in the
business. Closing is expected to occur by the end of January, 1999. A copy of
the press release dated December 15, 1998 announcing the sale of the pasta
business to New World is incorporated herein by reference and a copy is filed
herewith as Exhibit 99.
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 thereunto duly authorized.
Dated: December 29, 1998
HERSHEY FOODS CORPORATION
By /s/ William F. Christ
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William F. Christ
Senior Vice President, Treasurer and
Chief Financial Officer
Page 2 of 3 Pages
Exhibit Index - Page 3
Exhibit Index
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Exhibit No. Description
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99 Press Release dated December 15, 1998
Page 3 of 3 Pages
Exhibit Index - Page 3
EXHIBIT 99
[logo of Hershey Foods Corporation appears here] Hershey Foods NEWS
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Corporate Communications . Hershey Foods Corporation
100 Crystal A Drive
Hershey, PA 17033
E-mail: pr@hersheys.com
http://www.hersheys.com
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FOR IMMEDIATE RELEASE CONTACT: John C. Long
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December 15, 1998 (717) 534-7631
HERSHEY FOODS ANNOUNCES AGREEMENT TO SELL U.S. PASTA BUSINESS
Hershey, Pa. - Hershey Foods Corporation and New World Pasta, LLC, today
announced that they have signed a definitive agreement providing for the
acquisition of Hershey's U.S. pasta business by New World. As a result of the
transaction, Hershey will receive $450 million in cash and will retain a
minority interest in the business. The principals of New World include C. Mickey
Skinner, retired President, Hershey Pasta Group; Miller Milling Company; and
Joseph Littlejohn & Levy Fund III.
The transaction is to include the AMERICAN BEAUTY, IDEAL BY SAN GIORGIO, LIGHT
'N FLUFFY, P&R, MRS. WEISS, RONZONI, SAN GIORGIO AND SKINNER pasta brands, along
with six manufacturing plants. In 1997, combined sales for Hershey's pasta
business were approximately $400 million.
"Hershey Foods has been involved in the pasta business since 1966. Over the
years, this business has provided profitable growth and good cash flow for the
corporation and today enjoys the leadership position in the U.S. branded dry
pasta category. However, after a thorough review of our strategic direction, we
have concluded that we can generate a better return for our shareholders by
focusing our resources on our confectionery and related grocery and foodservice
businesses," said Kenneth L. Wolfe, Chairman and Chief Executive Officer of
Hershey Foods.
"I am extremely pleased by the opportunity to work again with the dedicated
employees of the pasta business, and we are very optimistic about the future
prospects of the business," said C. Mickey Skinner, Chairman and Chief Executive
Officer, New World Pasta.
New World has indicated that it plans to locate the headquarters for the pasta
business in the Central Pennsylvania area. As part of the transaction, Hershey
and New World have agreed that all of the current pasta employees will be
offered employment by New World. The transaction is subject to any necessary
regulatory approvals and is expected to close by the end of January 1999.
Joseph Littlejohn & Levy is a leading investment firm specializing in corporate
restructurings, often in partnership with well-regarded executives in specific
industries. Its Fund III has been organized with capital of more than $1
billion. In addition to the food industry, JLL has made investments in a wide
range of other industries, including automotive parts, health care, media and
telecommunications, specialty chemicals, basic manufacturing, and home-building
products.
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