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 December 2, 1997
(Date of earliest event reported) November 17, 1997
ALL-AMERICAN BOTTLING CORPORATION
BROWNE BOTTLING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 33-69832 73-1317652
73-1311569
(State or other juris- (Commission (IRS Employer
diction incorporation) File Number) Identification Number)
Colcord Building
15 North Robinson, Suite 1201
Oklahoma City, Oklahoma 73102
(Address of principal executive offices)
(405) 232-1158
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 17, 1997, All-American Bottling Corporation (the "Company")
purchased 100% of the outstanding common stock of Full Service Beverage
Company ("FSB"), a soft drink bottler with operations in Kansas and
Colorado. FSB is 50% owned by Stephen B. Browne, President of the
Company and its parent, Browne Bottling Company ("BBC"), and majority
stockholder of BBC, and 50% owned by parties unrelated to the Com-
pany. The Company paid the unrelated parties $1.5 million for their
FSB stock, and entered into non-compete agreements with two of the un-
related parties, one for $1.8 million payable over 10 years and one for
$230,000 payable over three years. Mr. Browne contributed his FSB stock
to the Company without consideration. The purchase price was based
on fair market value determined by historical industry standards.
Funds for the acquisition were provided by a loan to the Company by
an entity owned by the Company's stockholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Information
It is impracticable for the Company to provide at this time the required
financial statements and pro forma financial information for the business
acquired. The Company expects to file such financial statements and pro
forma financial information as an amendment to this Form 8-K by January
30, 1998.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
----------- ------------
10.23 Purchase Agreement dated as of November 17, 1997 by and
among the Company and John L.D. Frazier, Nancy Frazier,
and the persons identified on Exhibit A attached to the
Purchase Agreement and Lloyd Frazier.
10.24 Agreement Not To Compete dated as of November 17, 1997
by and between John L.D. Frazier and the Company.
10.25 Agreement Not To Compete dated as of November 17, 1997
by and between Lloyd Frazier and the Company.
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 thereunto duly authorized.
ALL-AMERICAN BOTTLING CORPORATION
STEPHEN R. KERR
Date: December 2, 1997 Stephen R. Kerr
Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
- ---------- ----------- ----------------
10.23 Purchase Agreement dated Filed herewith electronically
as of November 17, 1997 by
and among the Company and
John L.D. Frazier, Nancy
Frazier, and the persons
identified on Exhibit A
attached to the Purchase
Agreement and Lloyd Frazier
10.24 Agreement Not to Compete Filed herewith electronically
dated as of November 17,
1997 by and between John
L.D. Frazier and the
Company
10.25 Agreement Not to Compete Filed herewith electronically
dated as of November 17,
1997 by and between Lloyd
Frazier and the Company