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) June 28, 2001
ARCHIBALD CANDY CORPORATION
(Exact name of registrant as specified in its charter)
ILLINOIS 333-33751 36-0743280
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
1137 WEST JACKSON BOULEVARD,
CHICAGO, ILLINOIS 60607
(Address, including Zip Code,
of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 243-2700
NO CHANGE
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(Former name or former address, if changed since last report)
ARCHIBALD CANDY CORPORATION
ITEM 5. OTHER EVENTS.
Archibald Candy Corporation has refinanced its revolving credit
facility and the related revolving credit facility of its Canadian subsidiary,
Archibald Candy (Canada) Corporation, with a new credit facility with The CIT
Group/Business Credit, Inc. The new credit facility, which expires on June 28,
2004, provides for revolving loans to Archibald in an aggregate principal amount
at any time not to exceed the lesser of (1) $30.0 million and (2) a borrowing
base comprised of a percentage of eligible accounts receivable, eligible
inventory and the value of some of Archibald's owned store locations.
In addition, Fannie May Holdings, Inc., the sole shareholder of
Archibald, has entered into agreements with its shareholders that amend certain
terms and conditions of Fannie May's preferred stock. The terms of the senior
preferred stock have been amended to, among other things, eliminate the accrual
of dividends on such stock after August 31, 2000 and to change the mandatory
redemption date of such stock from a single aggregate redemption payment on
August 31, 2001 to a schedule of mandatory redemption payments on January 15th
of each year, commencing in 2002 and ending in 2006. Such annual redemption
payments are in the amount of $3.0 million in each of the years 2002 through
2004, $2.0 million in 2005 and $2.5 million in 2006.
The terms of the Junior Class A PIK and Junior Class B PIK preferred
stock have been amended to extend the mandatory redemption date for each such
class of preferred stock from November 1, 2001 to March 15, 2006. TCW and
certain of its affiliates also have agreed to extend from January 1, 2000 to
June 30, 2003 the date on which TCW and such affiliates have the right to put
their Class A common stock to Fannie May. In addition, in the event that Fannie
May does not redeem all of the common stock and preferred stock of TCW and its
affiliates within ninety (90) days of the exercise of this put right, TCW and
its affiliates have the right to take control of a majority of the voting power
of the Fannie May board of directors.
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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.
ARCHIBALD CANDY CORPORATION
(Registrant)
/s/ Richard J. Anglin
Dated: June 28, 2001 --------------------------------
Name: Richard J. Anglin
Title: Vice President and
Chief Financial Officer
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