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):
October 31, 1997
Americold Corporation
(Exact name of registrant as specified in its charter)
Oregon 33-12173 93-0295215
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
7007 S.W. Cardinal Lane, Suite 135
Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 624-8585
Item 2. Acquisition or Disposition of Assets.
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On October 31, 1997, Americold Corporation (the "Company") was
acquired by a partnership of preferred stock affiliates of Vornado Realty Trust
and Crescent Real Estate Equities Company. The acquisition was accomplished
pursuant to a merger in which the Company was the surviving corporation. A copy
of the Agreement and Plan of Merger dated as of September 26, 1997 was included
as an exhibit to the Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on October 7, 1997.
The consideration for the acquisition of the Company was
approximately $581.0 million, including $111.0 million in cash and assumption of
$470.0 million in indebtedness. Holders of Common Stock of Americold received
$20.70 per share and the holder of the Series A Variable Rate Cumulative
Preferred Stock of Americold received $100.00 per share, plus accrued and unpaid
dividends to the closing date.
Item 5. Other Events.
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Prior to the closing of the acquisition of the Company, the
Company redeemed all of its 11.45% Series A First Mortgage Bonds, due 2002.
On October 31, 1997, Moody's investors Service ("Moodys")
upgraded the rating of Americold's 11.5% Series B First Mortgage Bonds due 2005
to "Ba3" and its 12.875% Senior Subordinated Notes due 2008 (the "Notes") to
"B2". Under the terms of the Notes, the interest rate on the Notes would have
increased from 12.875% to 13.875% if the Notes were not rated "B-" or higher by
Standard & Poor's ("S&P") and "B3" or higher by Moody's (the "Requisite Rating")
by November 1, 1997. The Notes have been rated "B-" by S&P since they were
issued. If the rating by S&P or Moody's is subsequently downgraded below the
Requisite Rating, the interest rate on the Notes will increase from 12.875% to
13.875%. The Notes are unsecured and junior to the Series B First Mortgage
Bonds.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICOLD CORPORATION
(Registrant)
Date: November 14, 1997 By: /s/ Joel M. Smith
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Chief Financial Officer