File Nos. 333-38337
333-38337-01, 333-38337-02, 333-38337-03,
333-38337-04, 333-38337-05, 333-38337-06
Filed pursuant to Rule 424(b)(3)
Prospectus Supplement
(to Prospectus dated December 11, 1997)
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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): January 29, 1998
AMERISERVE FOOD DISTRIBUTION, INC.*
Delaware 000-19367 75-2296149
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
14841 Dallas Parkway
Dallas, Texas 75240-2100
(Address of Principal Executive Offices)
(972) 338-7000
(Registrant's telephone number, including area code)
*This Current Report on Form 8-K is also filed on behalf of the Registrant's
operating subsidiaries that are guarantors of certain debt securities of the
Registrant that are registered under the Securities Act of 1933.
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The date of this Prospectus Supplement is January 30, 1998.
ITEM 5. OTHER EVENTS.
On January 29, 1998, AmeriServe Food Distribution, Inc. (the
"Company"), a Delaware corporation and wholly owned subsidiary of Nebco Evans
Holdings Company ("Parent"), Steamboat Acquisition Corp., a newly formed
Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"),
and ProSource, Inc., a Delaware corporation ("ProSource"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing that, among
other things, Merger Sub will be merged (the "Merger") with and into ProSource,
with ProSource as the surviving corporation. Pursuant to the Merger Agreement,
each share of ProSource Class A Common Stock, par value $0.01 per share ("Class
A Shares"), and each share of ProSource Class B Common Stock, par value $0.01
per share ("Class B Shares" and together with the Class A Shares, the "Shares"),
will be converted into the right to receive $15.00 in cash without interest (the
"Merger Consideration"). Following the Merger, ProSource will become a direct
wholly owned subsidiary of the Company and an indirect wholly owned subsidiary
of Parent.
The Merger is subject to the approval of ProSource's stockholders, the
expiration of antitrust waiting periods and certain other customary conditions.
In connection with the Merger, the Company and Merger Sub have entered
into a Voting Agreement (the "Voting Agreement") with Onex DHC LLC, a Wyoming
limited liability company, and certain of its affiliates (together, the
"Stockholders") which, as of the date hereof, are the beneficial owners of
496,583 Class A Shares (representing approximately 14.2% of the Class A Shares
outstanding) and 5,218,072 Class B Shares (representing approximately 88.6% of
the Class B Shares outstanding). Because the Class B Shares are entitled to ten
votes per share and the Class A Shares are entitled to one vote per share, the
Stockholders' Shares represent approximately 84.4% of the voting power with
respect to ProSource. Pursuant to the Voting Agreement the Stockholders have,
among other things, (i) agreed to vote all of their Shares in favor of the
Merger and against certain competing transactions, (ii) agreed not to sell or
transfer any of their Shares prior to the effective time of the Merger or
termination of the Voting Agreement, and (iii) granted Merger Sub an irrevocable
option to acquire their Shares at a price per share equal to the Merger
Consideration. The Option is exercisable within 30 days after termination of the
Merger Agreement (other than a termination upon mutual consent or a termination
by ProSource based on an actual material breach by the Company of its
obligations under the Merger Agreement). In the event that Merger Sub exercises
its option under the Voting Agreement, it will be required to make a cash tender
offer for the remaining Shares not held by it at a price per share equal to the
Merger Consideration. At a meeting held on January 29, 1998, the Board of
Directors of ProSource approved the Merger Agreement. Because the Stockholders
have agreed to vote all of their Shares in favor of the Merger and such Shares
represent approximately 84.4% of the voting power, the approval and adoption of
the Merger Agreement by ProSource's stockholders is assured.
The foregoing description of the Merger, the Merger Agreement and the
Voting Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement and the Voting Agreement, copies
of which are attached hereto as Exhibits
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2.1 and 2.2, respectively, and are incorporated herein by reference. A copy of
the joint press release announcing the execution of the Merger Agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 29, 1998, by
and among AmeriServe Food Distribution, Inc., Steamboat
Acquisition Corp. and ProSource, Inc.
2.2 Voting Agreement, dated as of January 29, 1998, by and among
AmeriServe Food Distribution, Inc., Steamboat Acquisition
Corp. and Onex DHC LLC and certain of its affiliates.
99.1 Joint Press Release, dated as of January 30, 1998.
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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/ John V. Holten
Name: John V.Holten
Title: Chairman and Chief Executive
Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
2.1 Agreement and Plan of Merger, dated as of January 29, 1998, by
and among AmeriServe Food Distribution, Inc., Steamboat
Acquisition Corp. and ProSource, Inc.
2.2 Voting Agreement, dated as of January 29, 1998, by and among
AmeriServe Food Distribution, Inc., Steamboat Acquisition
Corp. and Onex DHC LLC and certain of its affiliates.
99.1 Joint Press Release, dated as of January 30, 1998.
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