===============================================================================
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) December 7, 1998
----------------
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
------------------------------------------
(Former name or former address, if changed since last report)
===============================================================================
ARCHIBALD CANDY CORPORATION
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 7, 1998, Archibald Candy Corporation (the "Company")
acquired Sweet Factory Group, Inc. ("Sweet Factory") for $18 million in cash and
the assumption of approximately $10 million of indebtedness and other
obligations of Sweet Factory pursuant to the merger of Sweet Factory Acquisition
Corp., a wholly owned subsidiary of the Company ("Acquisition Corp."), with and
into Sweet Factory (the "Acquisition"). The Acquisition was effected pursuant
to an Agreement and Plan of Reorganization dated as of November 24, 1998 by and
among the Company, Acquisition Corp., Sweet Factory, Sweet Factory, Inc., SF
Candy Company, SF Properties, Inc. and certain stockholders of Sweet Factory.
The Company funded the Acquisition through the issuance of $30 million of senior
secured debt. Sweet Factory is a bulk candy retailer with 256 stores in 36
states.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. Financial Statements of Businesses Acquired.
The financial information required by this item will be filed by
amendment to this Current Report on Form 8-K not later than 60 days after
the date that the initial report on this Form 8-K must be filed.
B. Pro Forma Financial Information.
The pro forma financial information required by this item will be
filed by amendment to this Current Report on Form 8-K not later than
60 days after the date that the initial report on this Form 8-K must be
filed.
C. Exhibits. The following exhibits are filed as part of this report:
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization dated as of November
24, 1998 by and among the Company, Acquisition Corp., Sweet
Factory, Sweet Factory, Inc., SF Candy Company, SF
Properties, Inc. and certain stockholders of Sweet Factory
party thereto.
4.1 First Supplemental Indenture dated as of December 7, 1998
among the Company, Sweet Factory, Sweet Factory, Inc., SF
Properties, Inc., SF Candy Company and The Bank of New York,
as Trustee.
1
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)
Dated: December 22, 1998 By: /s/ Ted A. Shepherd
---------------------------------------------
Name: Ted A. Shepherd
Title: President and Chief Operating Officer
2
EXHIBIT INDEX
Exhibit Description
- ------- -----------
2.1 Agreement and Plan of Reorganization dated as of November 24,
1998 by and among the Company, Acquisition Corp., Sweet Factory,
Sweet Factory, Inc., SF Candy Company, SF Properties, Inc. and
certain stockholders of Sweet Factory party thereto.
4.1 First Supplemental Indenture dated as of December 7, 1998 among
the Company, Sweet Factory, Sweet Factory, Inc., SF Properties,
Inc., SF Candy Company and The Bank of New York, as Trustee.
3