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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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 17, 1996
ATLANTIC BEVERAGE COMPANY, INC.
(Exact name of registrant as specified in its
charter)
Delaware 0-22614 36-3761400
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
650 Dundee Road, Suite 370
Northbrook, Illinois 60062
(Address of principal executive offices)
42002
(Zip Code)
(847) 480-4000
(Registrant's telephone number, including area code)
1587 Sulphur Spring Road, Baltimore, Maryland 21227
(Former name or former address, if changed since last report)
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Exhibit Index is on page 3.
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 17, 1996, Atlantic Beverage Company, Inc. (the
"Registrant"), through a newly-formed wholly-owned subsidiary, acquired the
sausage manufacturing and distribution business of Grogan's Sausage, Inc. and
Grogan's Farm, Inc. for approximately $1.9 million in cash and notes and 573,810
shares of common stock of the Registrant.
On September 27, 1996, Atlantic Beverage Company, Inc. (the
"Registrant") entered into an asset purchase agreement with Grogan's Merger
Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant (the
"Subsidiary"), Grogan's Sausage, Inc. ("Grogan's"), a Kentucky corporation and
Mr. and Mrs. Grogan, the sole stockholders of Grogan's whereby the subsidiary
agreed to acquire certain of the assets of Grogan's for $509,000 in cash. By
separate agreement of the same date, the Subsidiary also agreed to purchase
certain real estate related to the business of Grogan's from Mr. and Mrs. Grogan
for a purchase price of $1,000,000.00. On October 1, 1996, the Registrant
entered into an agreement and plan of reorganization with the Subsidiary,
Grogan's Farm, Inc., a Kentucky corporation and Mr. and Mrs. Grogan, the sole
stockholders of Grogan's Farm, Inc. whereby Grogan's Farm, Inc. was merged with
and into the Subsidiary. All of the outstanding securities of Grogan's Farm,
Inc. were exchanged in the merger for 573,810 shares of common stock of the
Registrant, $391,000 in cash as well as a note in the principal amount of
$200,000. The note accrues interest at a rate of 8% per annum and is payable as
to interest only commencing December 31, 1998. Principal is due September 30,
2001.
On October 1, 1996, Grogan's Merger Corp. entered into a one-year
employment agreement with Mr. Grogan whereby Mr. Grogan will receive an annual
base salary of $50,000 as well as a discretionary bonus and other benefits. The
employment agreement imposes certain non-competition and non-solicitation
restrictions on Mr. Grogan following termination of his employment and
relationship with the Registrant.
In connection with the foregoing merger and acquisition of assets, the
Registrant entered into a Second Amendment to its Loan and Security Agreement by
and among LaSalle National Bank, Carlton Foods Corp., Prefco Corp., Richards
Cajun Foods Corp and the Subsidiary. Under the Second Amended Loan and Security
Agreement, the Registrant and these other entities executed a term note in the
amount of $1,550,000. The note is payable in monthly installments and is due on
March 15, 2001.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial statements required by Item 7 are not available and will
be filed under cover of Form 8-K when they are available, and, in any event,
within sixty days of the date of this report.
b) Exhibits
The following Exhibits are filed herewith
Number Title
2.14 Asset Purchase Agreement dated September 27, 1996 among
Grogan's Merger Corp., as Purchaser, the Company, as
owner of the capital stock of Grogan's Merger Corp., and
Bobby L. Grogan and Betty Ruth Grogan, as Seller.
2.15 Real Estate Purchase Agreement dated September 27, 1996
among Bobby L. Grogan and Betty Grogan, as Sellers and
Grogan's Merger Corp., as Purchaser.
2.16 Employment Agreement dated as of October 1, 1996, between
Grogan's Merger Corp. and Bobby L. Grogan.
2.17 Agreement and Plan of Reorganization dated as of October
1, 1996 among Grogan's Merger Corp., as Subsidiary, the
Company, Grogan's Farm, Inc., as GFI, Bobby L. Grogan and
Betty Ruth Grogan, as Sellers, with GFI and Owners, the
Selling Parties.
2.18 Second Amendment to Loan and Security Agreement dated as
of October 17, 1996 among LaSalle National Bank, as
Lender, the Company, Carlton Foods Corp, Prefco Corp.,
Richards Cajun Foods Corp. and Grogan's Merger Corp., a
Borrowers.
2.19 Second Amendment to Stock Pledge Agreement dated as of
October 17, 1996, among the Company, as Pledgor, and
LaSalle National Bank, as Lender.
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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.
ATLANTIC BEVERAGE COMPANY, INC.
Dated: November 1, 1996 By: /s/ Merrick M. Elfman
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Merrick M. Elfman, Chairman of the Board
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