ANHEUSER-BUSCH TO SPIN OFF CAMPBELL TAGGART TO SHAREHOLDERS.ST. LOUIS--(BUSINESS WIRE)--July 26, 1995--The 100 percent spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. of Campbell Campbell, city, United States Campbell, city (1990 pop. 36,048), Santa Clara co., W Calif., in the fertile Santa Clara valley; founded 1885, inc. 1952. Taggart, Inc. to shareholders of Anheuser-Busch Companies, Inc. will benefit both companies and their investors, August A. Busch III, chairman of the board and president of Anheuser-Busch Companies, Inc., said Wednesday. "We believe this spin-off is in the best interests of all the parties involved," Busch said. "Campbell Taggart can operate best in the highly competitive baking baking: see cooking. baking Process of cooking by dry heat, especially in an oven. Baked products include bread, cookies, pies, and pastries. and refrigerated re·frig·er·ate tr.v. re·frig·er·at·ed, re·frig·er·at·ing, re·frig·er·ates 1. To cool or chill (a substance). 2. To preserve (food) by chilling. dough businesses as a stand-alone company stand-alone company An independent operating firm. For example, a large diversified firm may consider spinning off a subsidiary because, as a stand-alone company, the subsidiary would command a higher price-earnings ratio than the parent. with an independent management focus and its own incentive-based compensation programs," Busch said. "In addition, Anheuser-Busch will benefit by being able to concentrate more fully on its core domestic and international beer businesses and our supporting entertainment, packaging and snack operations. Finally, this transaction is in keeping with our commitment to maximize shareholder value." Barry H. Beracha, chairman and chief executive officer of Campbell Taggart, said the spin-off will enhance Campbell Taggart's ability to compete in the marketplace. "We are extremely excited about the prospects for Campbell Taggart as an independent company," Beracha said. "We believe there is great potential in this industry for our company to be recognized as the standard of excellence in baking and refrigerated dough. The greater flexibility and tighter focus we will gain through this ownership change will help us accelerate the progress we are already making toward that goal." Beracha, who joined Campbell Taggart in 1993, will continue as chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . Beracha is a 28-year veteran of Anheuser-Busch who, before joining Campbell Taggart, served as chairman and chief executive officer of Metal Container Corporation, which grew under his leadership to become one of the leading companies in the can-making industry. The other members of the Campbell Taggart senior management team will also remain with the new company as it becomes independent. As announced earlier Wednesday, the Anheuser-Busch Board of Directors approved a plan to spin off Campbell Taggart to its shareholders, to be completed during the first half of 1996. The spin-off is subject to the receipt of a favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. ruling from the Internal Revenue Service that the transaction would be tax-free. Under the spin-off, each Anheuser-Busch shareholder would receive a pro-rata Pro-rata Used to describe a proportionate allocation. Notes: For example, a pro-rata dividend means that every shareholder gets an equal proportion for each share they own. See also: Dividend share of the voting common stock of Campbell Taggart through a special dividend. Campbell Taggart, which has annual sales of approximately $1.5 billion, would become an independent company, with its own Board of Directors and its own stock publicly traded on a national exchange. As part of the spin-off, Campbell Taggart will pay Anheuser-Busch a final dividend, which Campbell Taggart will finance with debt. The amount has not yet been determined, but it is anticipated that Campbell Taggart's financial position will justify an investment grade credit rating. In addition, Campbell Taggart will fund an employee stock ownership plan with shares of its stock. It is anticipated that the plan will own approximately 6 percent of Campbell Taggart's stock after the spinoff Spinoff A new, independent company created through selling or distributing new shares for an existing part of another company. Notes: Spinoffs may be done through a rights offering. . Busch said he believed Campbell Taggart has a bright future as an independent company. "Campbell Taggart has made progress in its effort to become the leader in its industry," he said. "We believe it has the products, the people and the financial resources to achieve its goals." "Our plans to strengthen and grow Campbell Taggart remain intact," Beracha said. "We are going forward, for example, with our plans for a new Technology and Development Center in St. Louis, for a new bakery in Arizona Arizona (âr'əzō`nə), state in the southwestern United States. It is bordered by Utah (N), New Mexico (E), Mexico (S), and, across the Colorado R., Nevada and California (W). , for a $20 million upgrading of our delivery system in California California (kăl'ĭfôr`nyə), most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W). , and for a significant investment in handheld computer A computing device that can be easily held in one hand while the other hand is used to operate it. The Palm devices are a popular example. See Palm, smartphone and palmtop. technology. We will continue with an accelerated investment program for expanding our refrigerated dough business through our Merico, Inc. subsidiary. We will also continue with our aggressive commitment to new product development. "As we make these investments, we will also continue to emphasize our Total Quality Commitment efforts. We will work closely with our customers to understand their needs, and continually con·tin·u·al adj. 1. Recurring regularly or frequently: the continual need to pay the mortgage. 2. drive improvements to achieve the highest quality, best service and best value for them and our consumers. "Over the next five years, we expect to grow," Beracha concluded. "That growth will come from new products, expansion and, potentially, acquisitions." The new company will be based in St. Louis, where Campbell Taggart already has its headquarters. Rainbo, Colonial, Earth Grains, Grant's Farm Grant's Farm is a historic farm in St. Louis, Missouri, and was once owned by Ulysses S. Grant. The Farm is now owned by the Busch family, who also own Anheuser-Busch brewing company. , IronKids, Essentials and Break Cake. Through its Merico subsidiary, Campbell Taggart is also the second largest producer of refrigerated dough products. Campbell Taggart has about 16,000 employees, and operates 45 plants in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and nine in Spain and France. The company's European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. holdings are comprised of Bimbo, Spain's largest commercial baker, and Europate, a refrigerated and frozen dough operation based in France. -0-
CAMPBELL TAGGART, INC.
Fact Sheet
Key Brands: Bread: Colonial; Rainbo; IronKids; Earth
Grains; Grant's Farm. Snack Cakes: Break Cake
Number of bakeries: 45 in the U.S. (in 19 states); 9 in Spain and
France
Primary market areas: South, Southwest, Midwest, Northern California Sales: Approximately $1.5 billion Number of employees: 16,000 worldwide Chairman and CEO: Barry H. Beracha Headquarters: St. Louis, Missouri
Other Products: Refrigerated dough products under the Merico
brand as well as for Roman Meal, Sun Maid and
hundreds of private-label brands
Commercial customers: Supplies rolls, buns and other products to
Burger King; Arby's; Denny's; Dairy Queen;
Shoney's; Wendy's; Hardees; Olive Garden.
Makes cheese crackers, pretzels for Eagle
Snacks, Inc.
Founded: 1925 Acquired by Anheuser-Busch: 1982 CONTACT: Anheuser-Busch, St. Louis Paul Wagman or Frank Hamsher, 314/982-1700 |
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