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): November 16, 1998 WESTERN BEEF, INC. (Exact name of registrant as specified in its charter) Delaware 0-4485 13-3266114 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 47-05 Metropolitan Avenue, Ridgewood, New York 11385 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (718) 417-3770 Not Applicable (Former name or former address, if changed from last report) Item 5. Other Events On November 16, 1998, Western Beef, Inc. (the "Company") received an unsolicited proposal from Cactus Acquisition, Inc. ("Cactus") to acquire all of the outstanding capital stock of the Company not currently owned by Cactus and its affiliates for a price of $7.50 per share in cash. In response, the Company's Board of Directors appointed a Special Committee of the Board of Directors to determine the advisability and fairness of the Cactus proposal to the Company's stockholders other than Cactus and its affiliates. The press release announcing the Company's receipt of the Cactus proposal and the appointment of the Special Committee is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 7. Financial Statements and Exhibits (a) Financial Statements of businesses acquired: None. (b) Pro Forma financial information: None. (c) Exhibits: 99.1 Press Release of Western Beef, Inc. dated November 16, 1998. 2 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. WESTERN BEEF, INC. BY: /s/ Peter Castellana, Jr. ___________________________________ Name: Peter Castellana, Jr. Title: President November 18, 1998 3 EXHIBIT INDEX Exhibit - ------- 99.1 Press Release of Western Beef, Inc. dated November 16, 1998. EXHIBIT 99.1