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): NOVEMBER 12, 2003
VOLUME SERVICES AMERICA, INC.
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 333-79419 57-0969174
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
201 EAST BROAD STREET, SPARTANBURG, SOUTH CAROLINA 29306
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (864) 598-8600
ITEM 5. OTHER EVENTS.
On November 12, 2003, Standard & Poor's Ratings Services ("S&P") published a
press release concerning Volume Services America Holdings, Inc. ("VSAH") and
Volume Services America, Inc., a wholly owned subsidiary of VSAH ("VSA"). S&P
revised its CreditWatch implications on VSA from developing to negative, and
assigned its `B-' rating to VSAH's proposed $95.7 million aggregate principal
amount of subordinated notes due 2013. S&P also assigned a `B+' corporate credit
rating to VSAH. S&P stated in the press release that VSAH's ratings are not on
CreditWatch and that the outlook is stable.
S&P stated in the press release that its CreditWatch revision of VSA follows the
filing by VSAH of Amendment No. 5 to its Registration Statement on Form S-1,
which provided terms to VSAH's proposed initial public offering of Income
Deposit Securities ("IDSs"). S&P also stated that upon closing of the proposed
offering of IDSs and based on current terms and conditions, it intends to
withdraw its ratings on VSA, remove them from CreditWatch and affirm the newly
issued `B+' corporate credit and `B-' subordinated debt ratings on VSAH.
S&P stated that the ratings on VSAH reflect VSAH's "improved financial profile
that addresses near-term refinancing risk" related to VSA's $75 million
revolving credit facility that matures in 2004 and to $114 million outstanding
under its term loan that matures in 2006 and that VSAH has somewhat improved its
operating performance, despite certain obstacles. S&P cautioned that because the
amount and timing of the proposed offering of IDSs is uncertain, if such
offering does not occur, VSA's inability to refinance its existing credit
facilities may result in a downgrade in the near term.
The ratings of S&P are not a recommendation to buy, sell or hold any securities
of VSA or VSAH or their subsidiaries. Such ratings may be subject to revisions
or withdrawal by the agency at any time and should be evaluated independently
of each other and any other rating that may be assigned to the securities of VSA
or VSAH.
Some of the statements which are contained in this Current Report on Form 8-K
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve a number of
risks, uncertainties and other factors that could cause actual results to differ
from the results discussed in the statements. Any such forward-looking
statements should be considered in light of such important factors and in
conjunction with VSA's Form 10-K and other reports on file with the Securities
and Exchange Commission. VSA and VSAH undertake no obligation to publicly update
or review any forward-looking statement, whether as a result of new information,
future developments or otherwise.
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.
VOLUME SERVICES AMERICA, INC.
By: /s/ Lawrence E. Honig
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Name: Lawrence E. Honig
Title: Chief Executive Officer
Date: November 18, 2003