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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): January 28, 1999
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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
On January 28, 1999, the Corporation completed the sale of its U.S. pasta
business to New World Pasta,LLC. As a result of the transaction, Hershey
received $450 million in cash and will retain a minority interest in the
business. A copy of the press release dated January 28, 1999 announcing the
completion of the sale of the pasta business to New World is incorporated herein
by reference and a copy is filed herewith as Exhibit 99.1. The Corporation has
indicated that it will use the proceeds from the sale to retire a portion of its
existing debt and to repurchase its Common Stock. To this end, the Board of
Directors, at its February meeting, approved a Common Stock repurchase program
for up to $230 million. A copy of the press release dated February 16, 1999
announcing the stock repurchase program is incorporated herein by reference and
a copy is filed herewith as Exhibit 99.2.
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: February 19, 1999
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
Exhibit No. Description
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99.1 Press Release dated January 28, 1999
99.2 Press Release dated February 16, 1999
Page 3 of 3 Pages
Exhibit Index - Page 3
Exhibit 99.1
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[LOGO OF HERSHEY FOODS CORPORATION APPEARS HERE] Hershey Foods NEWS
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: Hershey Foods Corporation
January 28, 1999 John C. Long
(717) 534-7631
New World Pasta
Sheryl Padamonsky
(717) 534-6711
Hershey Foods Completes Sale of U.S. Pasta Business
Hershey, Pa. -- Hershey Foods Corporation and New World Pasta today announced
that the purchase of Hershey's U.S. pasta business by New World has been
completed. The transaction included 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. As a result of the transaction, Hershey
received $450 million in cash and retained a minority interest in the business.
The transaction is expected to result in an after-tax gain of approximately
$1.13 per share (diluted) which will be recorded in the first quarter of 1999.
"This is a very exciting opportunity for New World Pasta," said C. Mickey
Skinner, Chairman and Chief Executive Officer of New World Pasta. "Moving
forward, we plan to focus our efforts on what we do best: delivering
quality products, exceptional service and premier value both to our
customers and our consumers."
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Exhibit 99.2
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[LOGO OF HERSHEY FOODS CORPORATION APPEARS HERE] Hershey Foods NEWS
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
February 16, 1999 717-534-7631
Hershey Foods Announces
Stock Repurchase Authorization
HERSHEY, Pa. -- Hershey Foods Corporation today announced that the Board of
Directors has approved an authorization to acquire, from time to time in open
market or through privately negotiated transactions, up to $230 million of its
Common Stock. This authorization, which follows completion of a $200 million
program authorized in early 1996, will be funded by proceeds from the
corporation's recent sale of its pasta business. The shares of Common Stock
acquired by the corporation will be held as Treasury shares.
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