File Nos. 333-38337-01, 33-38337-02,
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): May 21, 1998
AMERISERVE FOOD DISTRIBUTION, INC.*
Delaware 000-19367 75-2296149
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of 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)
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*Table of Additional Registrants
Primary I.R.S.
Standard Employer
Industry Identification
State of Classification Number
Name Incorporation Number
- ------------------------------------ ------------- -------------- --------------
AmeriServe Transportation, Inc. Nebraska 5142 91-1824117
Chicago Consolidated Corporation Illinois 5142 36-2691925
Delta Transportation, ltd. Wisconsin 5142 39-1411171
Northland Transportation Services, Nebraska 5142 39-1807312
Inc.
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The date of this Prospectus Supplement is May 27, 1998.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 21, 1998, AmeriServe Food Distribution, Inc. (the "Company"),
a Delaware corporation and wholly owned subsidiary of Nebco Evans Holdings
Company ("Parent"), became the owner of all of the capital stock of ProSource,
Inc., a Delaware corporation ("ProSource"), pursuant to the merger (the
"Merger") of Steamboat Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub"), with and into ProSource with
ProSource as the surviving corporation. At the effective time of the Merger (the
"Effective Time"), ProSource became a wholly owned subsidiary of the Company and
an indirect wholly owned subsidiary of Parent.
The Merger was consummated pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 29, 1998, by and among the
Company, Merger Sub and ProSource. The Merger Agreement was approved and adopted
by the stockholders of ProSource at a special meeting held on May 20, 1998. In
the Merger, 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"), was converted into the right to receive $15.00 in cash without
interest (the "Merger Consideration"). In connection with the Merger, the
Company also refinanced certain outstanding indebtedness of ProSource. Total
payments to ProSource's former stockholders are expected to be approximately
$142 million in cash. The sources of funds used in the acquisition of ProSource
included cash on hand, a $50 million capital contribution to the Company from
Parent and the sale of certain trade receivables of a wholly owned subsidiary of
ProSource under the Company's existing accounts receivable securitization
program with Bank of America, a commercial paper conduit administered by Bank of
America NT&SA and a group of other banks.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and is
incorporated herein by reference. A copy of the press release announcing the
consummation of the Merger is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 5. OTHER EVENTS.
At the Effective Time of the Merger, the Company, ProSource and
certain of the subsidiaries of ProSource (ProSource and such subsidiaries, the
"New Subsidiary Guarantors") executed a Second Supplemental Indenture, dated as
of May 21, 1998 (the "Senior Notes Supplemental Indenture"), amending the
Indenture, dated as of October 15, 1997, among the Company, certain subsidiaries
of the Company listed on the signature pages thereto and State Street Bank and
Trust Company, as Trustee, as amended by a supplemental indenture dated as of
December 23, 1997 (as so amended, the "Senior Notes Indenture"), providing for
the issuance of an aggregate principal amount of $350,000,000 of 8 7/8% Senior
Notes due 2006 (the "Senior Notes"). The New Subsidiary Guarantors also executed
a Note Guarantee, dated as of May 21, 1998 (the "Senior Notes Guarantee"),
pursuant to which the New Subsidiary Guarantors became guarantors under the
Senior Notes.
Also at the Effective Time of the Merger, the Company and the New
Subsidiary Guarantors executed a Second Supplemental Indenture, dated as of May
21, 1998 (the "Senior Subordinated Notes Second Supplemental Indenture"),
amending the Indenture, dated as of July 11, 1997, among the Company, certain
subsidiaries of the Company listed on the signature pages thereto and State
Street Bank and Trust Company, as Trustee, as amended by a supplemental
indenture dated as of December 23, 1997 (as so amended, the "Senior Subordinated
Notes Indenture"), providing for the issuance of an aggregate principal amount
of $500,000,000 of 10 1/8% Senior Subordinated Notes due 2007 (the "Senior
Subordinated Notes"). The New Subsidiary Guarantors also executed a Note
Guarantee, dated as of May 21, 1998 (the "Senior Subordinated Notes Guarantee"),
pursuant to which the New Subsidiary Guarantors became guarantors under the
Senior Subordinated Notes.
The foregoing description of the Senior Notes Supplemental
Indenture, the Senior Notes Guarantee, the Senior Subordinated Notes
Supplemental Indenture and the Senior Subordinated Notes Guarantee does not
purport to be complete and is qualified in its entirety by reference to the
instruments themselves, copies of which are attached hereto as Exhibits 4.1,
4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements for ProSource will be filed by amendment to this Form
8-K not later than 60 days after the date that this Form 8-K was required to
have been filed.
(b) Pro forma financial information for ProSource that would be required
pursuant to Article 11 of Regulation S-X will be filed by amendment to this
Form 8-K not later than 60 days after the date that this Form 8-K was
required to have been filed.
(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. (incorporated by reference to Exhibit 2.1
of the Current Report of the Company on Form 8-K,
dated January 30, 1998).
4.1 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of October 15, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 8 7/8% Senior Notes due 2006.
4.2 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc.
8 7/8% Senior Notes due 2006.
4.3 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of July 11, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 10 1/8% Senior Subordinated Notes due 2007.
4.4 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc. 10 1/8% Senior
Subordinated Notes due 2007.
99.1 Press Release, dated May 21, 1998.
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/ A. Petter 0stberg
Name: A. Petter 0stberg
Title: Vice President
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. (incorporated by reference to Exhibit 2.1
of the Current Report of the Company on Form 8-K, dated January 30,
1998).
4.1 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of October 15, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 8 7/8% Senior Notes due 2006.
4.2 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc.
8 7/8% Senior Notes due 2006.
4.3 Second Supplemental Indenture, dated as of May 21, 1998, amending
the Indenture, dated as of July 11, 1997, among AmeriServe Food
Distribution, Inc. and certain of its subsidiaries listed on the
signature pages thereto and State Street Bank and Trust Company, as
Trustee, as amended by a supplemental indenture, dated as of
December 23, 1997, relating to the AmeriServe Food Distribution,
Inc. 10 1/8% Senior Subordinated Notes due 2007.
4.4 Note Guarantee, dated as of May 21, 1998, by ProSource, Inc. and
certain of its subsidiaries listed on the signature pages thereto,
relating to the AmeriServe Food Distribution, Inc. 10 1/8% Senior
Subordinated Notes due 2007.
99.1 Press Release, dated May 21, 1998.