UNITED STATES
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) January 28, 2005
NUTRITIONAL SOURCING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 33-63372 65-0415593
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) File Number) identification no.)
1300 N.W. 22nd Street
Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 977-2500
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Registrant's worldwide web address: www.pueblo.net
Registrant's former name or former address, if changed since last report
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
ITEM 7.01 REGULATION FD DISCLOSURE
On January 28, 2005, Nutritional Sourcing Corporation, the parent corporation
of Pueblo International, LLC, announced the commencement of a tender offer
(the "Invitation") for its outstanding 10.125% Senior Secured Notes due 2009
(the "Notes"). The maximum amount available to the Company to fund the
purchase of the notes is $42.0 million; as a consequence, the Company will
accept for purchase less than all of the outstanding Notes.
The offer requires the valid tender of at least a simple majority of the
aggregate principal amount of Notes outstanding excluding Notes owned by the
Company or by any affiliate of the Company and stipulates that each Noteholder
tendering Notes will be deemed to have consented to an amendment to the
indenture under which the Notes were issued. The amendment will permit the
Company to discontinue its reporting to the Securities and Exchange Commission
and making such reports available to the Noteholders. The amendment will not
become effective unless a the majority of the Notes are purchased under the
invitation, but if effective will bind all Noteholders. No separate fee will
be paid for the consent.
The Company is making the offer by way of a "Modified Dutch Auction"
procedure. Under this procedure, the Company will accept offers in the order
of lowest to highest offer prices, continuing until the Company has purchased
Notes at an aggregate purchase price (excluding accrued interest) of $42.0
million. Under this procedure, the Company will pay to each Noteholder whose
offer is accepted the highest price offered for Notes and accepted by the
Company (the "Clearing Price"), even if that price is higher than the price
offered by such Noteholder. Under this procedure, all offers of Notes below
the Clearing Price will be accepted and all offers above the Clearing Price
will be rejected. However, to the extent acceptance of all offers at the
Clearing Price would cause the aggregate purchase price (excluding accrued
interest) to exceed $42.0 million, the Company will allocate its acceptance of
offers at the Clearing Price among all such offers on a pro rata basis with
holders of Notes being tendered in denominations under $1,000 being given
priority.
The Company is amending and restating its Senior Credit Facility with
Westernbank Of Puerto Rico to provide an additional $45.0 million in funding
for this transaction (including accrued interest and related expenses). The
amendment and restatement of the Facility will become effective only if the
Notes are purchased pursuant to the Invitation.
ITEM 9 EXHIBITS
(c) Exhibit. Document Description
20.1 Invitation by Nutritional Sourcing
Corporation to Holders to offer to
sell for cash at prices designated by
the offering Holders any or all of
their holdings of 10.125% Senior
Secured Notes Due 2009.
20.2 Nutritional Sourcing Corporation
Instructions to Record Holder.
20.3 Nutritional Sourcing Corporation
Letter of Transmittal Pursuant to the
Invitation dated January 28, 2005 to
Tender 10.125% Senior Secured Notes
Due 2009 (CUSIP No. 670688AA8).
20.4 Nutritional Sourcing Corporation
Notice of Guaranteed Delivery for the
Invitation with respect to 10.125%
Senior Secured Notes Due 2009.
20.5 Nutritional Sourcing Corporation
Invitation to Beneficial Owners with
respect to 10.125% Senior Secured
Notes Due 2009.
99.1 Nutritional Sourcing Corporation
Invitation to Brokers, Dealers,
Commercial Banks, Trust Companies and
Nominees with respect to 10.125%
Senior Secured Notes Due 2009.
99.2 Press release Nutritional Sourcing
Corporation announces Modified Dutch
Auction Tender Offer for its 10.125%
Senior Secured Notes Due 2009.
99.3 Amended and Restated Loan and Security
Agreement by and between Westernbank
Puerto Rico (Business Credit Division)
as Lender and Pueblo International,
LLC, FLBN LLC, FLBN/SUB-BASE LLC as
Borrowers and Nutritional Sourcing
Corporation dated January 28, 2005.
SIGNATURE
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.
Nutritional Sourcing Corporation
January 28, 2005 By: /s/ Daniel J. O'Leary
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Daniel J. O'Leary
Executive Vice President
and Chief Financial Officer
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