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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 8, 1999
AMERISERVE FOOD DISTRIBUTION, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-19367 75-2296149
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
15305 Dallas Parkway
Addison, Texas 75001-9016
(Address of Principal Executive Offices)
(972) 364-2000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
As previously disclosed, AmeriServe Food Distribution, Inc. has been
working on transactions and activities to provide additional liquidity. In this
regard, a number of transactions to increase current and expected sources of
liquidity were closed on December 8, 1999.
To date, the following has been accomplished:
o AmeriServe entered into an amendment to its current credit
facility with Bank of America N.A. and AmeriServe's existing
lenders under which DLJ Capital Funding, Inc. has made available
an increase in AmeriServe's revolving credit line of $100
million. Following the increase in the revolving credit line, the
total amount of the revolving credit line is $225 million.
o Nebco Evans Holding Company ("NEHC"), AmeriServe's parent
company, received a cash infusion of $30 million directly and
indirectly from Holberg Industries, Inc., NEHC's indirect parent
company, and in turn made a $30 million cash capital contribution
to AmeriServe.
o AmeriServe borrowed $15 million from Tricon Global Restaurants,
Inc., AmeriServe's largest customer. This senior unsecured debt
has a three year term and bears interest, which is payable in
kind during the first year, at 13 1/4%.
o Other major AmeriServe customers have provided various forms of
liquidity support, including shorter payment terms and other
means of accelerating funds due AmeriServe in the normal course
of business, aggregating approximately $30 million.
o Holberg Industries exchanged with AmeriServe $15 million in face
amount of AmeriServe's 10 1/8% Senior Subordinated Notes due 2007
for an equal face amount of a new series of 13% Junior
Subordinated Notes due 2007, with interest payable in kind. The
new AmeriServe Notes are subordinated to AmeriServe's obligations
to trade creditors as well as the existing 10 1/8% Senior
Subordinated Notes and all senior debt of AmeriServe.
Further, Bank of America has increased the maximum amount available
to AmeriServe under its Accounts Receivable Securitization Program by $50
million. Total availability under the program after this increase is $535
million. The actual amount available to AmeriServe at any time under the
Accounts Receivable Securitization Program is primarily dependent on the level
of AmeriServe's trade accounts receivable, which is subject to seasonal and
other variations in net sales and collections. No proceeds were received
currently as a result of this increase.
AmeriServe has also made progress in other previously announced
actions to enhance its capital resources, including (i) sales of fleet equipment
and closed warehouse facilities expected to provide $20 million in proceeds from
transactions anticipated to close prior
to year-end, and (ii) the sale of AmeriServe's Equipment Division, as to which
AmeriServe is currently in negotiations with potential buyers who have submitted
bids. This transaction is expected to close in the first quarter of 2000.
In connection with the funding of its capital contribution to
AmeriServe, Nebco Evans Holding Company completed several transactions with
Holberg Industries or subsidiaries of Holberg Industries, including:
o Issuance of $5 million initial principal amount of a new 15%
Senior Convertible Note. Interest on the Senior Convertible Note
is payable in kind for the entire term of the security. The
Senior Convertible Note matures in 2008, ranks pari passu with
NEHC's outstanding 12 3/8% Senior Discount Notes due 2007 and
senior to NEHC's 11 1/4% Senior Redeemable Exchangeable Preferred
Stock due 2008. The Senior Convertible Note is exchangeable at
the option of the holder for common stock of NEHC or AmeriServe
with a fair market value equal to the cash redemption price of
the note.
o Issuance of $10 million in initial liquidation preference of 20%
Junior Preferred Stock. Dividends on the Junior Preferred Stock
are payable in kind for the entire term of the security. The
Junior Preferred Stock is mandatorily redeemable in 2008, and
ranks junior to the outstanding 11 1/4% Senior Redeemable
Exchangeable Preferred Stock due 2008 of NEHC.
o Issuance of $5 million in additional shares of NEHC common stock.
o The sale of shares of NEHC's existing 11 1/4% Senior Redeemable
Exchangeable Preferred Stock previously repurchased by NEHC, and
prepayment by Holberg Industries of loans from NEHC dating back
to 1997, for a total of $10 million.
This report contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of
the Securities Act of 1933 concerning, among other things, AmeriServe's
financial results, future plans, objectives, expected performance and potential
efficiencies and improvements, as well as customer, supplier and other
relationships. Specifically, statements in this report that are not historical
facts, including statements accompanied by words such as "will," "believe,"
"expect," "anticipate," "estimate," "intend" or "plan" are intended to identify
forward-looking statements and convey the uncertainty of future events or
outcomes. AmeriServe cautions readers that any such forward-looking statements
are based on assumptions that it believes are reasonable, but are subject to a
wide range of risk, and there is no assurance that actual results may not differ
materially from those projected in such forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date hereof. AmeriServe undertakes no obligation to update
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence or nonoccurrence of anticipated events.
Certain factors that could cause actual results to differ materially from
projected results include but are not limited to: the ability to realize
anticipated cost efficiencies,
the effect of market conditions, the impact of competitive actions and the
integration of acquisitions, among other things. Additional information as to
these and other relevant matters can be found in AmeriServe's Registration
Statement on Form S-4 filed on April 30, 1999, as well as AmeriServe's annual,
periodic and other filings with the Securities and Exchange Commission, and this
report should be read in conjunction with cautionary statements contained
therein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
None
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/ Stanley Szlauderbach
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Name: Stanley Szlauderbach
Title: Vice President
Date: December 9, 1999