Friday, August 17, 2001 - The beginning...
Overhill to spin off frozen foods division Dallas Business Journal
Addison-based holding company Overhill Corp. (Amex: OVH) plans to spin off its Overhill Farms Inc. frozen foods unit and list the company on the Nasdaq SmallCap Market.
Overhill said its board of directors unanimously approved the spin-off and expects the spin-off date to be Sept. 28.
Under the proposed plan, Overhill shareholders of record at the close of business on Sept. 18 will receive one share of Overhill Farms for every two shares of Overhill Corp. common stock.
Overhill also said shareholders will be asked to approve changing the name of Overhill Corp. at a special shareholders meeting Sept. 25. The company said the name change would be made to more accurately reflect its core post spin-off business. It didn't say what the new name would likely be.
Overhill Corp., formerly named Polyphase Corp., operates in the frozen food and forestry industries. Overhill Farms makes frozen entrees for airline, food service, health care and retail customers. Its largest customers last year were King's Hawaiian, American Airlines, Jenny Craig, Panda Express and Delta Airlines. Overhill's Texas Timberjack unit distributes, leases and finances farming and logging equipment in east Texas and western Louisiana.
"By separating Overhill Farms and Texas Timberjack each management team can focus on its specific industry," Overhill CEO James Rudis said in a statement. "This will enable both companies to attract and retain key employees and to reward them with compensation plans directly tied to the success of each company."
"Also, under the new arrangement, the assets, debt, liabilities and organizational structure of the two post spin-off companies would be more clearly defined," Rudis said. "It is our belief, particularly in Overhill Farm's case, that this may give us better access to capital and debt markets and would develop opportunities that are not presently available to us.'
Overhill said once the spin-off becomes effective, Rudis will step down as president and CEO and will retain his position at Overhill Farms.
