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): June 30, 2014
The Hillshire Brands Company
(Exact name of registrant as specified in charter)
| Maryland | 1-3344 | 36-2089049 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
400 South Jefferson Street, Chicago, Illinois 60607
(Address of principal executive offices)
Registrant’s telephone number, including area code: (312) 614-6000
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On June 30, 2014, The Hillshire Brands Company (“Hillshire”) issued a press release regarding Pinnacle Foods Inc.’s termination of the Agreement and Plan of Merger, dated as of May 12, 2014, by and among Hillshire, Pinnacle Foods Inc., Helix Merger Sub Corporation and Helix Merger Sub LLC.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The information disclosed in this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release dated June 30, 2014. |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 1, 2014
| THE HILLSHIRE BRANDS COMPANY | ||
| By: | /s/ Kent B. Magill | |
| Kent B. Magill | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit 99.1 | Press release dated June 30, 2014. |