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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): March 20, 1998
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Atlantic Premium Brands, Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13747 36-3761400
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
650 Dundee Road, Suite 370, Northbrook, Illinois 60062
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 480-4000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 20, 1998, Atlantic Premium Brands, Ltd. (the "Company") acquired
substantially all of the assets of J.C. Potter Sausage Company ("J.C. Potter").
The acquisition was consummated pursuant to an Asset Purchase Agreement dated
March 6, 1998 among Potter's Acquisition Corp., a Delaware corporation (a
newly-formed subsidiary of the Company which subsequently changed its name to
Potter Sausage Co.); J.C. Potter Sausage Company, an Oklahoma corporation;
Potter's Farm, Inc., an Oklahoma corporation; Potter Rendering Co., an Oklahoma
corporation; Potter Leasing Company, an Oklahoma limited partnership; and Ms.
Donnis Potter, in her capacity as representative of all of the sellers. The
following discussion is only a summary and is qualified in its entirety by
reference to the Exhibits to this Current Report on Form 8-K filed herewith,
previously filed or to be subsequently filed as indicated.
J.C. Potter is engaged in the manufacturing, marketing and distribution of
premium, branded breakfast sausage, primarily in Oklahoma, Arkansas and Texas.
Its products are sold under the J.C. Potter brand name and are generally
delivered to the retail grocery trade through its own distribution system. In
addition, J.C. Potter manufactures products for other branded food companies on
a private-label basis. The Company intends to continue to use the assets of
J.C. Potter for substantially the same purpose as they were used prior to their
acquisition by the Company.
The effective date of the acquisition was September 1, 1997, resulting
in the Company receiving the economic benefit of all profits of J.C. Potter
after that date. These profits were used to partially finance the $13 million
purchase price. The remainder of the purchase price, as well as the
refinancing of the Company's LaSalle National Bank credit facility, was financed
with $18 million of borrowings under a new credit facility with Fleet Capital
Corporation and with the sale of a $6.5 million Senior Subordinated Note and
Warrants to Banc One Capital Partners, LLC.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) To be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the
registrant hereby undertakes to file financial statements required in
response to this item on an amendment to this Current Report on Form 8-K
no later than 60 days after April 6, 1998.
(b) To be filed by amendment. Pursuant to Item 7(b)(2) of Form 8-K, the
registrant hereby undertakes to file financial statements required in
response to this item on an amendment to this Current Report on Form 8-K
no later than 60 days after April 6, 1998.
(c) Exhibits.
2 Asset Purchase Agreement dated as of March 6, 1998 among Potter's
Acquisition Corp., J.C. Potter Sausage Company, Potter's Farm, Inc.,
Potter Rendering Co. and Potter Leasing Company, Ltd.(1)
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(1) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
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.
ATLANTIC PREMIUM BRANDS, LTD.
By: /s/ Merrick M. Elfman
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Name: Merrick M. Elfman
Title: Chairman of the Board
Dated: April 16, 1998
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Exhibit Index
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Exhibit # Description
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2 Asset Purchase Agreement dated as of March 6, 1998 among Potter's
Acquisition Corp., J.C. Potter Sausage Company, Potter's Farm,
Inc., Potter Rendering Co. and Potter Leasing Company, Ltd. (1)
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(1) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 and incorporated herein by reference.
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