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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): December 28,
1997
AMERISERVE FOOD DISTRIBUTION, INC.*
(Exact Name of Registrant as Specified in Charter)
Delaware 000-19367 75-2296149
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
14841 Dallas Parkway
Dallas, Texas 75240-2100
(Address of Principal Executive Offices)
(972) 338-7000
(Registrant's telephone number, including area code)
17975 West Sarah Lane, Suite 100
Brookfield, Wisconsin 53045
(Former Address of Principal Executive Offices)
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* This Current Report on Form 8-K is filed by AmeriServe Food Distribution,
Inc., a Delaware corporation, formerly named AmeriServ Food Company, and
successor to AmeriServe Food Distribution, Inc., a Nebraska corporation, as
a result of the merger of AmeriServe Food Distribution, Inc., a Nebraska
corporation, with and into AmeriServ Food Company, all as more fully set
forth herein. The Commission File Number shown above is that of AmeriServe
Food Distribution, Inc., a Nebraska corporation, before the merger; and the
IRS Employer Identification Number shown above is that of AmeriServ Food
Company before the merger, and now of AmeriServe Food Distribution, Inc., a
Delaware corporation.
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Item 5. Other Events.
Pursuant to an Agreement and Plan of Merger by and among AmeriServe
Food Distribution, Inc., a Nebraska corporation, ("AmeriServe"), its wholly
owned subsidiary AmeriServ Food Company, a Delaware corporation ("Food"), and
Food's wholly owned subsidiary The Harry H. Post Company ("Post"), AmeriServe
merged with and into Food, effective as of 12:01 AM, December 28, 1997 (the
"AmeriServe Merger"); and Post merged with and into Food, effective as of 12:02
AM, December 28, 1997 (the "Post Merger" and, with the AmeriServe Merger, the
"Mergers"), in each case with Food as the surviving corporation. In the Mergers,
Food (together with AmeriServe before the AmeriServe Merger, to which Food is
the successor, the "Company") changed its name to AmeriServe Food Distibution,
Inc.
In the Mergers, all of the outstanding equity securities of Food and
Post were cancelled, and all of the outstanding equity securities of AmeriServe
were converted into substantially identical securities of the Company. The
Company remains a wholly owned subsidiary of Nebco Evans Holding Company. The
directors and officers of the Company after the Mergers are the individuals who
were directors and officers of AmeriServe before the Mergers. The Company
effected the Mergers to rationalize its corporate organization and to reduce
various compliance and regulatory costs arising from having subsidiaries
incorporated in various jurisdictions and to move its jurisdiction of
incorporation from Nebraska to Delaware.
In connection with the Mergers, the Company adopted an amended and
restated certificate of incorporation and amended and restated by-laws, copies
of each of which are filed as exhibits hereto and incorporated by reference
herein.
Pursuant to the Mergers and in accordance with the terms of the
Indenture with respect to the Company's 10 1/8% New Senior Subordinated Notes
due 2007 (the "10 1/8% New Senior Subordinated Notes Indenture"), dated as July
11, 1997, by and among the Company, certain of its subsidiaries as guarantors
(the "Subsidiary Guarantors"), and State Street Bank and Trust Company, as
Trustee (the "Trustee"), the Company has executed a Supplemental Indenture (the
"Supplemental 10 1/8% New Senior Subordinated Notes Indenture"), dated as of
December 23, 1997, by and among AmeriServe, Food, and the Trustee. Also pursuant
to the Merger and in accordance with the terms of the Indenture with respect to
the Company's 8 7/8% New Senior Notes due 2006 (the "8 7/8% New Senior Notes
Indenture"), dated as October 15, 1997, by and among the Company, the Subsidiary
Guarantors, and the Trustee, the Company has executed a Supplemental Indenture
(the "Supplemental 8 7/8% New Senior Notes Indenture" and, together with the
Supplemental 10 1/8% New Senior Subordinated Notes Indenture, the "Supplemental
Indentures"), dated as of December 23, 1997, by and among AmeriServe, Food, and
the Trustee. Pursuant to the terms of the 10 1/8% New Senior Subordinated Notes
Indenture, the 8 7/8% New Senior Notes Indenture, the Supplemental 10 1/8% New
Senior Subordinated Notes Indenture and the Supplemental 8 7/8% New Senior Notes
Indenture, the obligations of the Company in respect of the 10 1/8% New Senior
Subordinated Notes and the 8 7/8% New Senior Notes will continue unaffected by
the Mergers, save that those obligations will no longer be guaranteed by the
subsidiaries of the Company which have been merged out of existence. Copies of
each of the
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Supplemental 10 1/8% New Senior Subordinated Notes Indenture and the
Supplemental 8 7/8% New Senior Notes Indenture are filed as exhibits hereto and
incorporated by reference herein.
In addition to the Supplemental Indentures, the Company amended its
Second Amended and Restated Credit Agreement, dated as of July 11, 1997 (as
previously amended, the "Credit Agreement"), among the Company, Bank of America
National Trust and Savings Association, as Administrative Agent, Donaldson,
Lufkin & Jenrette Securities Corporation, as Documentation Agent, Bank of
America National Trust and Savings Association, as Letter of Credit Issuing
Lender, and certain financial institutions parties thereto (the "Lenders")
pursuant to the Second Amendment to Second Amended and Restated Credit
Agreement, dated as of December 22, 1997 (the "Credit Agreement Amendment"),
among the Company and the Lenders. In the Credit Agreement Amendment, the
Lenders consented to the merger of Food and AmeriServe and further agreed to
certain other unrelated changes to the Credit Agreement. A copy of the Credit
Agreement Amendment is filed as an exhibit hereto and is hereby incorporated
herein by reference. Pursuant to the terms of the Credit Agreement and the
Credit Agreement Amendment, the rights and obligations of the Company with
respect to the Credit Agreement will continue unaffected by the Mergers, except
as specifically provided in the Credit Agreement Amendment.
In connection with the Mergers, the Company has also moved its
principal executive office from 17975 West Sarah Lane, Suite 100, Brookfield,
Wisconsin 53045 to 14841 Dallas Parkway, Dallas, Texas 75240-2100.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(c) Exhibits.
3.1 Amended and Restated Certificate of Incorporation of AmeriServe Food
Distribution, Inc. (formerly AmeriServ Food Company, successor to
AmeriServe Food Distribution, Inc.).
3.2 Amended and Restated Bylaws of AmeriServe Food
Distribution, Inc. (formerly AmeriServ Food Company,
successor to AmeriServe Food Distribution, Inc.).
4.1 Supplemental 10 1/8% New Senior Subordinated Notes Indenture, dated
as of December 23, 1997, by and among AmeriServe Food Distribution,
Inc., AmeriServ Food Company, and State Street Bank and Trust
Company, as
Trustee.
4.2 Supplemental 8 7/8% New Senior Notes Indenture, dated as of December
23, 1997, by and among AmeriServe Food Distribution, Inc., AmeriServ
Food Company, and State Street Bank and Trust Company, as Trustee.
10.1 Second Amendment to Second Amended and Restated Credit Agreement,
dated as of December 22, 1997.
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SIGNATURES
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 hereunto duly authorized.
AMERISERVE FOOD DISTRIBUTION, INC.
By: /s/ Diana Moog
Name: Diana Moog
Title: Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description
Number
3.1 Amended and Restated Certificate of Incorporation of AmeriServe Food
Distribution, Inc. (formerly AmeriServ Food Company, successor to
AmeriServe Food Distribution, Inc.).
3.2 Amended and Restated Bylaws of AmeriServe Food
Distribution, Inc. (formerly AmeriServ Food Company,
successor to AmeriServe Food Distribution, Inc.).
4.1 Supplemental 10 1/8% New Senior Subordinated Notes Indenture, dated
as of December 23, 1997, by and among AmeriServe Food Distribution,
Inc., AmeriServ Food Company, and State Street Bank and Trust
Company, as
Trustee.
4.2 Supplemental 8 7/8% New Senior Notes Indenture, dated as of December
23, 1997, by and among AmeriServe Food Distribution, Inc., AmeriServ
Food Company, and State Street Bank and Trust Company, as Trustee.
10.1 Second Amendment to Second Amended and Restated Credit Agreement,
dated as of December 22, 1997.
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