UNITED STATES
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): November 9, 2006 (November 8, 2006)
TREEHOUSE FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
Commission
File Number: 001-32504
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| Delaware
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20-2311383 |
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| (State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.) |
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Two Westbrook Corporate Center
Suite 1070
Westchester, IL
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60154 |
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(708) 483-1300 |
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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:
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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) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On November 9, 2006, TreeHouse Foods, Inc. (NYSE: THS) (“TreeHouse” or the “Company”) issued a
press release announcing its financial and operating results for the fiscal quarter ended September
30, 2006. A copy of this press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
On
November 8, 2006, TreeHouse determined that it would reclassify $248.3 million of
borrowings under the Company’s credit facility as of June 30, 2006 from current liabilities to
long-term debt and that a restatement of the Company’s Quarterly Report for the second fiscal
quarter of 2006 is necessary. Such borrowings were classified as current liabilities in the
Company’s interim financial statements for the period ended June 30, 2006, in anticipation of the
impending refinancing of the Company’s indebtedness. During the Company’s third fiscal quarter,
TreeHouse completed its refinancing when it consummated its previously disclosed private placement
of senior notes and amended its revolving credit facility. Following additional reviews of the
classification of the Company’s borrowings, the Audit Committee of the Board of Directors of the
Company, with the concurrence of the Company’s independent registered public accounting firm,
Deloitte & Touche LLP, agreed with management to restate the Company’s consolidated financial
statements for the quarter ended June 30, 2006, to reclassify such indebtedness, and concluded that
the previously issued financial statements should not be relied upon. The Company expects to
finalize the restated amounts by the time of its filing of its Quarterly Report on Form 10-Q for
the period ended September 30, 2006. The restatement will have no impact on the Company’s results
of operations or net cash flows from operating, investing and financing activities for any period.
Management believes that its internal control over financial reporting and disclosure controls
and procedures are effective.
Item 7.01. Regulation FD Disclosure
On November 9, 2006, TreeHouse issued a press release announcing that on November 9, 2006,
TreeHouse will be holding an earnings call to discuss the financial and operating results for the
fiscal quarter ended September 30, 2006. A copy of this press release is attached to this report
as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K under Item 2.02 and Item 7.01 and the Exhibit attached hereto
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific referencing in such filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
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Exhibit |
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Description |
99.1
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Press Release dated November 9, 2006, announcing financial
results for the fiscal quarter ended September 30, 2006 and
announcing earnings call |